As filed with the U.S. Securities and Exchange Commission on June 9, 2025

Registration No. 333-[          ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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Otsaw Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

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10 Tampines North Drive 4, #01-03
JTC Space @ Tampines North
Singapore 528553
Telephone: (+65) 6732 2383
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

__________________________________

COGENCY GLOBAL INC.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1-800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent of service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company      ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 9, 2025

PRELIMINARY PROSPECTUS

Otsaw Limited

[•] Class A Ordinary Shares

This is the initial public offering of [•] class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”) of Otsaw Limited, a Cayman Islands exempted company (the “Company,” “we,” “us,” “our”). Prior to this offering, there has been no public market for our Class A Ordinary Shares. We expect that the initial public offering price will be between US$[•] and US$[•] per Class A Ordinary Share. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market (or, “Nasdaq”) under the symbol “OTSA”. We cannot guarantee that we will be successful in listing our Class A Ordinary Shares on Nasdaq; however, we will not complete this offering unless we are so listed.

We are authorized to issue 500,000,000 shares, divided into 499,999,999 Class A Ordinary Shares and 1 class B ordinary share, par value US$0.0001 per share (the “Class B Ordinary Share”). Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions submitted to the shareholders and have the same rights except that (i) at a general meeting, each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to that number of votes equal to sixty (60) percent of the total number of Class A Ordinary Shares and Class B Ordinary Shares outstanding as at the record date for determining those shareholders that are entitled to vote at the general meetings of the Company; (ii) each Class A Ordinary Share confers upon the holder the right to receive dividends in accordance with our articles of association, whereas each Class B Ordinary Share does not confer upon the holder thereof any rights to receive dividends; (iii) on a winding up of the Company, each Class A Ordinary Share confers upon the holder the right to repayment of capital and the right to participate in the profits or surplus assets of the Company in accordance with our articles of association, whereas each Class B Ordinary Share confers upon the holder only the right to repayment of capital but no other right to participate in the profits or surplus assets of the Company; and (iv) Class B Ordinary Shares do not have any economic interest, save for the right to repayment of capital on a winding up. Class B Ordinary Shares are not convertible into Class A Ordinary Shares, and Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Only one Class B Ordinary Share may be issued and outstanding at any time.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 15 to read about factors you should consider before buying our Class A Ordinary Shares.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

We are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct our operations through our subsidiaries in Singapore. The Class A Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands and not any of our subsidiaries.

Investors of our Class A Ordinary Shares should be aware that they do not directly hold equity interests in the Singaporean operating entity, but rather are purchasing equity solely in the Company, which indirectly owns 100% equity interests in the Singaporean subsidiaries and may never directly hold equity interests in our subsidiaries.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Aegis Capital Corp.

The date of this prospectus is [•], 2025

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with information different from what is contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date or the sale of any Class A Ordinary Shares.

For investors outside of the United States of America (the “United States” or the “U.S.”): Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A Ordinary Shares and the distribution of this prospectus outside of the United States.

Until and including [•], 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade our Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”). Our reporting currency is the United States Dollar.

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on April 30 of each year. References in this prospectus to a financial year, such as “financial year 2023”, relate to our financial year ended April 30 of that calendar year.

Financial Information in U.S. Dollars

Our reporting currency is the U.S. Dollar. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in foreign currency translation reserve. Gains or losses resulting from foreign currency transactions are included in net income. The conversion of Singapore dollars and euros into U.S. dollars is based on the exchange rates published in the statistical release by the Monetary Authority of Singapore (“MAS”).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary”, “Risk Factors”, “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Business”. These statements relate to events that involve known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors”, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “is/are likely to,” “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties, and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

•        our business and operating strategies and our various measures to implement such strategies;

•        our operations and business prospects, including development and capital expenditure plans for our existing business;

•        changes in the laws, regulations, policies and guidelines in places where we carry on our business;

•        the regulatory environment in Singapore and globally where our customers and suppliers are located;

•        the overall economic environment and general market and economic conditions;

•        changes in the need for capital and the availability of financing and capital to fund these needs;

•        our ability to anticipate and respond to changes in the markets in which we operate, and in customer demands, trends and preferences;

•        changes in interest rates and rates of inflation;

•        man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, pandemics, occurrences of catastrophic events and acts of God such as floods, earthquakes, typhoons and other adverse weather and natural conditions that affect our business or assets;

•        the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us; and

•        legal, regulatory and other proceedings arising out of our operations.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The markets for manpower industry and cleaning services may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

DEFINITIONS

Except where the context otherwise requires and for purposes of this prospectus only, references to:

•        “Class A Ordinary Shares” refers to our Class A ordinary shares with a par value of US $0.0001 per share, and each Class A ordinary share shall entitle its holder to one (1) vote;

•        “Class B Ordinary Shares” refers to our Class B ordinary shares with a par value of US $0.0001 per share, and each Class B ordinary share shall entitle its holder to that number of votes equal to sixty (60) percent of the total number of Class A Ordinary Shares and Class B Ordinary Shares outstanding as at the record date for determining those shareholders that are entitled to vote at the general meetings of the Company;

•        “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended;

•        “FY2023”, “FY2024” refers to fiscal year ended April 30, 2023, April 30, 2024, respectively;

•        “JV” means Joint Venture;

•        “Our company” or “Company” means Otsaw Limited, a Cayman Islands exempted company, unless otherwise indicated or the context otherwise requires;

•        “Ordinary Shares” refers to our Class A Ordinary Shares and our Class B Ordinary Shares collectively

•        “S$” or “SGD” means Singapore dollars(s), the lawful currency of Singapore;

•        “SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission;

•        “Securities Act” means the U.S. Securities Act of 1933, as amended;

•        “US$,” “U.S. dollars,” “$,” or “USD” means United States dollar(s), the lawful currency of the United States

•        “Otsaw”, “our business”, “we”, “us”, “our” and “Otsaw Group” means Otsaw Limited and its subsidiaries.

TRADEMARKS AND DESIGNS

We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data used throughout this prospectus from internal company surveys and management estimates, as well as from industry and general publications and research, surveys and studies conducted by third parties. We believe these internal company surveys and management estimates are reliable; however, no independent sources have verified such surveys and estimates. Third-party industry and general publications, research, studies and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Except for the total brand awareness information contained herein, none of the independent industry and general publications, research, studies and surveys relied upon by us or otherwise referred to in this prospectus were prepared on our behalf. While we believe the industry, market and competitive position data included in this prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information.

Certain estimates of market opportunity, forecasts or market growth and other forward-looking information included elsewhere in this prospectus involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Prospectus Summary,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

RISK FACTORS

An investment in our securities carries a significant degree of risk. You should carefully consider the following risks before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our Class A Ordinary Shares. Refer to “Special Note Regarding Forward-Looking Statements”.

We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks Related to our Business and Industry

We are an early-stage company with a history of losses and expect to incur significant expenses for the foreseeable future.

We have incurred net losses of US$6.5 million and US$6.7 million for the fiscal years ended April 30, 2024 and 2023, respectively. We have incurred net losses of US$3.3 million and US$2.9 million for the six months ended October 31, 2024 and 2023, respectively. We believe that we will continue to incur operating and net losses for the foreseeable future. We might not ever become profitable or achieve net income. We expect that our operating expenses will increase as we grow our business, including expending substantial resources for research and development, sales and marketing, implementing our growth strategies, and expansion of our production capacity. As a result, any decrease in revenues or delay in generating new revenues could result in material operating losses.

We expect to continue to incur losses and increasing expenses in the foreseeable future as we:

•        continue to design and develop our products, including the next-generation TransCar and Odyssey ANS;

•        build up inventories of parts and components for our products;

•        manufacture an available inventory of our products;

•        fulfil the call/put arrangement of the Otsaw-Swisslog Healthcare Joint Venture;

•        expand our design, research, development, maintenance and repair capabilities;

•        increase our sales and marketing activities and develop our regional centers in Europe and the United States; and

•        expand our general and administrative functions to support our growth and operations and the status as a public company.

As described in the report of our auditors for the years ended April 30, 2024, and 2023 and the notes to our consolidated financial statements, there is substantial doubt about our ability to continue as a going concern, and if we are unable to continue, you may lose your entire investment. This situation continued for the periods ended October 31, 2024 and 2023 under the review of our auditors.

The uncertainty about our ability to continue in operation is based on our continuing losses from operation and limited working capital, among other things which existed as of October 31, 2024, April 30, 2024 and April 30, 2023. As of October 31, 2024, April 30, 2024 and April 30, 2023, the Company had a net working capital deficit of $12,399,036, $10,012,865 and $12,701,025, respectively. Included in the accumulated deficit are losses of $6,458,189 for the year ended April 30, 2024 and $3,289,473 for the six months ended October 31, 2024. The Company has incurred recurring losses and has accumulated losses of $21,868,746 and $25,108,914 as of April 30, 2024 and October 31, 2024, respectively. Given all these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our ability to continue as a going concern depends on the success of this offering and receipt of additional funds through debt or equity financing and our operations. In the event we are unable to obtain such funding, we may have to delay, reduce or eliminate certain of our planned operations, including some of our research and development and/or clinical validation studies to demonstrate aesthetic improvement, reduce overall overhead expense, or divest assets. This in turn may have an adverse effect on our ability to realize the value of our assets. If we are unable to continue as a going concern, you may lose all or part of your investment.

We have yet to achieve positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain.

We had negative cash flow from operating activities of $4.6 million and $2.3 million for the years ended April 30, 2023 and 2024, respectively. We had negative cash flow from operating activities of $1.5 million and $0.8 million for the six months ended October 31, 2023 and 2024, respectively. We expect to continue to have negative cash flow from operating activities for at least the next 24 months as we expect to incur research and development, sales and marketing, and general and administrative expenses and make capital expenditure to develop and grow our business, and will need to seek new financing in the future.

Our operation is costly because of our leases, sales and distribution expenses as we establish our brand and markets, research and development expenses, production costs, material and component costs, operating costs and labor costs because of the need for employees with specialized skills. Historically, our costs have increased each year due to these factors, and we expect to continue to incur increasing costs, in particular for working capital to purchase inventory, marketing and product deployments as well as costs of client and product support. We expect our expenses to continue to increase in the future as we expand our production capabilities of the O-R3, Camello+, UV-C disinfection system (AirGuard, O-RX, and TreX) and TransCar, our product offering, hiring additional employees, establishing our regional centers in the United States and Europe, fulfilling relevant investment and put/call arrangement under the Otsaw-Swisslog Healthcare Joint Venture, and the general and administrative expenses as we scale our operations and incur the costs of being a public company. Our expenses may be significantly greater than we anticipate, which would have a negative impact on our financial position, assets and ability to invest further in the growth and expansion of the business. To implement our global market growth and expansion of our market share, we will incur increased marketing, sales, promotion and other operating expenses. Further, as additional competitors enter our market, we expect increased pressure on our production costs and margins.

In addition, any delays in obtaining the necessary equipment or supplies, the expansion of our production capacity, or the procurement of permits and licenses relating to our expected manufacturing, sales and distribution model could significantly increase our expenses. In such event, we could be required to seek additional financing earlier than we expect, and such financing may not be available to us on commercially reasonable terms, or at all. In the longer term, our ability to become profitable will depend on our ability not only to control costs, but also to sell in quantities and at prices sufficient to achieve our expected margins. If we are unable to cost-efficiently develop, design, manufacture, market, sell, distribute and service our products, our margins, profitability and prospects would be materially and adversely affected.

Therefore, we may be unable to adequately control the substantial costs associated with our operations, and our costs may grow more quickly than our revenues, harming our business and profitability. An inability to generate positive cash flow for the near term may adversely affect our ability to raise needed capital for our business on reasonable terms, diminish supplier or customer willingness to enter into transactions with us and have other adverse effects that may decrease our long-term viability. We may not achieve positive cash flow in the near future or at all.

We made, and expect to continue to make, significant investments in research and development that may not achieve expected returns.

Our research and development capabilities are the pillars of our core outdoor autonomy and software competence. We will continue to make significant investments in research and development, expansion of product offerings and improvement for existing products, services and technologies. We are in the research and development stage of upgrading our proprietary software technology, the ANS, from Version 2 to Version 3. We intend for Version 3 to be a commercial software solution that will provide a foundational outdoor autonomy capability for third-party AMR products, AMR frameworks or hardware platforms, under the product brand “Odyssey”. Furthermore, as part of our joint venture with Swisslog Healthcare Holding AG (“Swisslog Healthcare”), we are developing the next-generation of TransCar solutions for hospitals intralogistics. We are in the research and development stage of upgrading Swisslog Healthcare’s TransCar system to the next generation of TransCar, Transcar 5.0, by utilizing our core software technologies and robotics autonomy and mobility expertise.

Because we account for research and development costs as operating expenses, these expenditures will adversely affect our earnings in the future. Our research and development efforts and investments may not be successful, and our new products and services may not achieve market acceptance, create any additional revenue or become profitable if customers do not perceive our product and service offerings as providing significant new functionality or value. We may not achieve material revenue from our new products, services, and technologies. Our competitors may surpass us in technological innovation, hindering our ability to commercialize new and competitive products that meet the needs and demands of the market in a timely manner or at all, which consequently may adversely impact our operating results as well as our reputation.

Our limited operating history makes it difficult to evaluate our business, prospects, and future viability, and may increase the risk of your investment.

Any evaluation of our business and our prospects must be considered in light of our limited operating history and the risks and uncertainties encountered by companies in our stage of development. Further, our industry is characterized by rapid technological change, changing customer needs, evolving industry standards and frequent introduction of new products and services. We encountered, and expect to continue to encounter, risks and uncertainties frequently experienced by early-stage companies in rapidly changing markets, including risks relating to our ability to, among other things:

•        generate sufficient revenue to achieve profitability;

•        hire, integrate and retain qualified professional and technical talent, including key members of management;

•        access additional capital when required and on reasonable terms;

•        achieve or manage growth in our operations, continue to make significant investments in research, development, production, marketing and sales;

•        successfully obtain, maintain, protect and enforce our intellectual property and defend against claims of intellectual property infringement, misappropriation or other violations;

•        build and maintain the Otsaw brand globally;

•        establish and expand our commercial production capabilities and distribution channels;

•        establish and maintain satisfactory relationships and arrangements with our strategic partners, customers, and suppliers;

•        establish and expand a customer base, market shares, and distribution channels;

•        navigate and adapt to an evolving and complex regulatory environment in multiple jurisdictions, including data privacy;

•        anticipate and adapt to changing market conditions and competition, including consumer demand for certain robots or product types, models, technological developments and changes in the competitive landscape; and

•        successfully design, develop, manufacture and market new products, software, and services in the future.

If we do not address these risks successfully, our operating results will be harmed. We expect our financial condition and operating results to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond our control. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had a longer operating history.

Our operations and the implementation of our growth strategies require a significant amount of capital. Our future capital needs may require us to sell additional equity or debt securities that may result in substantial dilution or significant debt service obligations and covenants that may restrict our operations or our ability to pay dividends.

We will require significant capital to operate our business and fund our capital expenditures for the next several years. While we anticipate that the net proceeds of this offering, together with current cash, cash equivalents, cash provided by operating activities and funds available through our working capital line of credit, will likely be sufficient to meet

our current and anticipated needs of capital for at least the next twelve months, it is possible that we will need to raise significant amounts of additional capital to fund our business thereafter, including to finance ongoing research and development costs, expansion of our production capacity, any significant unplanned or accelerated expenses and new strategic alliances or acquisitions. We may also require additional cash resources due to changed business conditions or other future developments.

Due to our limited operating history and the fact that the commercial robotics market is in an early stage of customer adoption and the possibilities of large-scale application of autonomous robots in the facilities management industries is unproven, it is difficult to evaluate the demand for our products, business, prospects, and future viability. Thus, it is possible that we may not generate sufficient cash flow from operations and sales or otherwise have the capital resources to meet our future capital needs. Furthermore, our level of capital expenditures will be significantly affected by customer demand for our products. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate.

Therefore, we may need to seek equity or debt financing to finance a portion of our future capital needs and expenditures. If we raise additional capital funds through the issuance of equity or convertible debt securities, it would result in dilution of our shareholders’ voting rights and could be at a per share purchase price significantly below the per share price in this offering. These newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders, including those acquiring shares in this offering. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations, liquidity and ability to make cash dividends.

It is uncertain whether financing will be available to us in a timely manner or on terms that are acceptable, or at all. If adequate financing is not available or is not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products, or otherwise respond to competitive pressures would be significantly limited. Our inability to raise capital could require us to significantly curtail or terminate our operations. We may have to significantly reduce our spending, delay or cancel our planned activities, or substantially change our corporate structure.

We have no experience maintaining or servicing our products at a large scale.

Under our RaaS subscription model and some of our direct sale agreements, we will be responsible for maintenance and servicing of our products. In addition to our in-house customer support and product maintenance service, we have partnered with third parties, including our distributors and Swisslog Healthcare’s personnel, to perform some or all of the servicing and maintenance on our products. However, we have no experience providing maintenance and servicing at a large scale.

Our direct customers and distributors may also depend on our in-house customer support and product service team to resolve technical and operational issues relating to the integrated software and hardware underlying our products. Although our distributors are required by their agreement with us to provide initial maintenance and support to the end-user customers, our customer support team and product service team is also mandated to provide training, general support, and technical solutions to support the distributors. In addition, the RaaS subscription model will require us to cover costs relating to the servicing and maintenance of our products which are leased directly to our customers. Customer behavior and usage may result in higher-than-expected maintenance and repair costs. Moreover, if RaaS customers do not pay the subscription fee while the units are out of service, there could be an adverse impact on our financial condition and operating results.

As we continue to grow, additional pressure may be placed on our in-house customer support and product service team, and we may be unable to respond quickly enough to accommodate short-term increases in customers’ and distributors’ demand for technical support. We also may be unable to modify the future scope and delivery of our technical support to compete with changes in the technical support provided by our competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our operating results. If we are unable to successfully address the service requirements of our customers or we establish a market perception that we do not maintain high-quality support, we may be subject to claims from our customers and distributors, including loss of revenue or damages, and our business, prospects, financial condition and operating results may be materially and adversely affected.

Furthermore, with the increase in sales and market share of our product, we anticipate expanding our customer service team and recruiting more distributors and service partners. However, we may not be able to enter into acceptable arrangements with such distributors or third-party service providers. The distributors and service providers will initially have limited experience in servicing our products, especially our complex AMR systems. If the distributors and service providers are unable to handle the technical issues in relation to servicing our products, we would be required to provide such services directly, which would significantly increase our capital expenditures and personnel costs. We would also be required to recruit and train employees to provide these services, and we may not be able to attract persons with the necessary knowledge or experience to provide these services. Delays in implementing a maintenance and servicing infrastructure may significantly delay new RaaS subscriptions due to smaller than expected maintenance and servicing capacity.

In addition, our service and maintenance arrangements may not adequately address the service and maintenance requirements of our direct customers and distributors to their satisfaction, and we, our distributors, or service partners may not have sufficient resources, experience or inventory to meet these service requirements in a timely manner as the volume of products we deliver increases. Even if we, our distributors, and service partners have the sufficient resources and experience needed, we, our distributors, and our partners still may not adequately service or maintain our products. If we are unable to, directly or through our distributors and third-party partners, roll out and establish a widespread service network, including on-site services, customer satisfaction could be adversely affected, which in turn could materially and adversely affect our reputation and thus our sales, results of operations and prospects.

Our ability to manufacture, assemble, and produce our products on a large scale is unproven, and delays in the development, production and delivery of our products could harm our business, prospects, financial condition and operating results.

We plan to substantially expand our production capacity to meet our organic growth and the increasing popularity of our products, as well as to expand our market share and offer more competitive pricing through economies of scale. Our business success depends in large part on our ability to design, develop, manufacture, market, deploy and service our products on a large scale.

Our production operations are conducted in-house at our facilities in Singapore, where we assemble the materials and components we procure from our suppliers into our final products. However, our ability to manufacture, assemble, and produce our products on a large scale remains unproven. We may not be able to develop efficient and low-cost production capabilities and processes, or secure reliable sources of materials and components for us to meet the volume, quality, price, and production standards required for high production volumes, which is key to successfully mass marketing our products and systems. Even if we are successful in developing high volume production capability and processes and are able to reliably source for materials and components, we may not be able to avoid significant delays and cost overruns, which may be a result of factors beyond our control, such as problems with suppliers and vendors or force majeure events. As such, we may not be able to meet our product delivery schedules or satisfy customer requirements on a mass scale. Additional risks associated with large scale production include:

•        the potential effects of a resurgence of the COVID-19 pandemic or other pandemics, epidemics or outbreaks;

•        our ability to hire and retain a sufficient number of qualified employees;

•        delays in delivery of materials and components by our suppliers;

•        production in excess of demand due to contractual requirements or unexpected changes in demand;

•        quality controls, including ensuring the long and short term durability of our products, particularly as we plan to expand our production capacity; and

•        delays or disruptions in our supply chain, work stoppages, labor strikes and other labor disputes affecting us or our suppliers, third-party manufacturers and other partners.

In addition, substantially expanding and developing our own manufacturing and production capabilities will significantly increase our capital expenditures. If this were to occur, we may have to raise or borrow additional funds, which may not be available on terms acceptable to us or at all. We may also need to adjust our product pricing expectations, which could adversely affect our margins and cash flows. Any failure to develop large scale production processes and capabilities within our projected costs and timelines could have a material adverse effect on our business, prospects, financial condition and operating results.

The commercial robotic market is in the early stages of customer adoption and the potential for large-scale application of autonomous robots in the facilities management industry remains unproven. If the commercial robotic market does not experience significant development, or develops more slowly than we expect, or if our products do not achieve broad acceptance in the facilities management industry, we will not be able to achieve significant sales and the growth of our business will be harmed.

The commercial robotics market is in the early stages of customer adoption. The concept of the application of autonomous robotic technology in the facilities management industry is relatively new and market demand for such technology is unproven. Key assumptions about the characteristics of targeted markets, pricing and sales cycles may be inaccurate. Accordingly, our business and future prospects may be difficult to evaluate.

Given the evolving nature of the commercial robotics markets in which we operate, we cannot accurately predict the extent to which demand for our products and services will increase, if at all, and we cannot accurately predict the future growth rate or the potential size of the commercial robotic market. Demand for commercial robots may not increase, or may decrease, either generally or in specific geographic markets, for particular types of robots or during particular time periods. Market expansion for our products depends on various factors, such as:

•        the cost, pricing, performance, and reliability of our products and those offered by our competitors;

•        the perceived value associated with our products and services, and our customers and potential customers’ acceptance of the use of robots to perform certain tasks traditionally completed by humans in the facilities management industry, such as security patrol, delivery, and disinfection;

•        public perceptions regarding the effectiveness, efficiency, and value of robotics applications in the facilities management industry;

•        global and local economic conditions, labor market trends and labor costs;

•        customer satisfaction with our products; and

•        marketing efforts and publicity surrounding our products.

Existing or new national laws and regulations, safety standards, or resistance by employees of our institutional customers and labor unions, all of which are factors outside of our control, could cause delays or otherwise impair adoption of our products, which could materially and adversely affect our growth, operating results, financial condition and prospects. Even if commercial robots gain wide market acceptance, our products may not adequately address market requirements and may not continue to gain market acceptance. If one or more of the targeted markets experience a shift in customer demand, whether due to new solutions that better address the customers’ needs or otherwise, our products may not compete as effectively, if at all. If demand or acceptance of our products does not develop as expected or if we cannot accurately forecast pricing, adoption rates and sales cycle for our products, this may have a material adverse impact on our business, results of operations and financial condition.

We have sold a limited number of products, and the demand for our products is hard to predict accurately. Our operating results and financial condition could be materially impacted if we are unable to accurately forecast consumer demand for our products or manage our inventory effectively.

Our products and services are used across different market and geographical segments, and demand for our product and service offerings may vary. Most importantly, the numbers, types, and locations of our products in service, especially of our AMRs, vary depending on the duration of each customer contract, customer demand and similar factors. Due to the limited number of sales and deployments of our products, the numbers, types, and locations of our products in service that are currently deployed may not be representative of customer contracts and customer demand in the future. In the Asia-Pacific region, we have sold two Camello+ AMRs and one TreX in Australia; deployed four Camello AMRs, three O-R3 AMRs, and two O-RX AMRs in Singapore; and sold one TreX in South Korea. In the U.S., we have sold two Camello+ AMRs, one O-R3 and deployed one O-RX.

We must forecast production and inventory needs in advance with our suppliers and manufacturer, and our ability to do so accurately could be affected by many factors, including variations in customer demand for our products or those of our competitors, the success of new products in the market, sales promotions by us or our competitors, and unanticipated shifts in general economic conditions or consumer confidence levels. Therefore, our inability to accurately forecast consumer demand for our products and manage our inventory effectively could result in a material adverse impact on our operating results and financial condition.

A material shortfall in demand as compared to our forecasts could trigger an inventory write-down or write-off or force us to sell excess inventory at discounted prices. This would have a negative impact on our gross margin and could create reputational risk. In addition, if we were to have excess inventory, we may have reduced working capital, which could adversely affect our ability to invest in other important areas of our business such as marketing and product development. Conversely, if demand exceeds our forecasts and we do not have sufficient inventory to meet this demand, we would have to rapidly increase production and incur higher supply and manufacturing costs that would lower our gross margin. Any of these scenarios could adversely impact our operating results and financial condition.

We target customers that are large corporations with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected.

We expect that many of our potential customers will be large, multinational corporations with substantial negotiating power relative to us and, in some instances, may have internal solutions that compete with our products. These corporations also have significant development resources, which may allow them to acquire or develop independently, or in partnership with others, competitive technologies. Meeting the technical requirements and securing binding commitments from any of these companies will require a substantial investment of our time and resources. We cannot assure you that our products will secure binding commitments from these or other companies or that we will generate meaningful revenue from the sales of our products to these key potential customers. If our products are not selected by these large corporations or if these corporations develop or acquire competitive technology, it will have an adverse effect on our business, which could be material.

We are dependent on a small number of key customers, and the loss of one or more of these customers could materially and adversely affect our business, financial condition and results of operations.

We currently derive a significant portion of our revenue from our service and maintenance contracts. For the financial years ended April 30, 2024 and 2023, we derived approximately 79.3% and 77.6% of our total revenues from service and maintenance, respectively. For the six months ended October 31, 2024 and 2023, we derived approximately 85.3% and 82.8% of our total revenues from service and maintenance, respectively. In relation to our service and maintenance contracts, our revenue is concentrated among a small number of key customers. Although the composition of our largest customers has varied from year to year, a small group of customers continues to represent a significant portion of our revenue. For the fiscal year ended April 30, 2023, our top three customers — Engie Services Singapore Pte Ltd, Sengkang General Hospital Pte Ltd, and Universitätsmedizin Greifswald Kdör — accounted for approximately 13.75%, 10.51%, and 10.13% of our sales, respectively. For the six months ended October 31, 2023, these customers represented 13.26%, 10.16% and 14.51% of our sales, respectively. For the fiscal year ended April 30, 2024, our top three customers — Engie Services Singapore Pte Ltd, Ng Teng Fong General Hospital, and Sengkang General Hospital Pte Ltd — contributed approximately 10.68%, 12.10%, and 10.79% of our sales, respectively. For the six months ended October 31, 2024, these customers accounted for 21.79%, 11% and 17.5% of our sales, respectively. Our service and maintenance contracts typically have durations of one to three years and are not guaranteed to be renewed upon expiration. Moreover, as our products age, the cost of spare parts tends to increase significantly, which may result in higher maintenance expenses for our customers. This could negatively affect their willingness to continue existing contracts or enter into new service and maintenance agreements with us. If we are unable to renew contracts with our key customers on favorable terms, or if we lose one or more major customers, our business, financial condition, and results of operations could be materially and adversely affected.

We may face difficulties as we expand our operations into regions or countries in which we have no prior operating experience.

Our growth strategy relies on our global expansion in order to provide geographic breadth for our current and future customers. This may involve expanding into countries and regions other than those in which we currently operate and where we are less familiar with local regulations, environment and procedures. For example, we may expand our operations into markets in Southeast Asia (including Thailand, Malaysia, and Indonesia), the United States, Europe, China, the United Kingdom, Australia and the Gulf Cooperation Council (GCC) countries. These regions and countries may have different cost structures, labor conditions, regulations and socioeconomic dynamics that may affect our results of operations. As we expand our business into new countries and regions, we may encounter economic, regulatory, personnel, technological and other difficulties that would increase our expenses, or delay our ability to commence our operations or become profitable

in such countries and regions. For example, recruiting and training local talent in new countries as well as ensuring compliance with local regulations and standards may be challenging. Any difficulty in the implementation of our global growth strategy may adversely affect our business, financial condition and results of operations.

We operate in a competitive industry that is rapidly evolving and subject to technological evolution. We expect competition to increase, and this could cause our market share to decline and negatively impact our results of operations.

The robotics industry in which we operate is fragmented and competitive. It is subject to rapid technological change, shifting customer needs and expectations, consistent evolution and constant introduction of new products. As such, we expect competition to increase in the future. Our robotics hardware and software technology may not keep pace with changes in technology or the technology of our competitors. Any failure by us to keep pace with technological change and to introduce new solutions and technologies could materially impair our competitive position and growth prospects, which could have a material adverse effect on our business, prospects, financial condition and operating results.

We believe that a number of companies have developed or are developing robots that will compete directly with our product offerings. Additionally, government-sponsored laboratories and universities are pursuing contracts for robot-focused research and development. Some of our current and potential competitors are in the midst of researching, designing, developing, and marketing other types of products and services that may render our existing or future products obsolete, uneconomical or less competitive. Our current and potential competitors may respond more quickly to new or emerging technologies, and may have substantially greater financial, technical, marketing and sales, manufacturing, distribution, and other resources than us. This includes greater name recognition, as well as deeper experience and expertise in managing intellectual property rights and operating within certain international markets. Such advantages may enable them to compete more effectively against us. Moreover, while we believe many of our customers purchase our robotics products to augment, rather than replace, humans, in many cases, our primary competition may still be traditional modes of human labor for tasks such as security, disinfection, last-mile or intra-facility delivery services. Our potential customers could have long-standing or contractual relationships with our competitors and it may be difficult for us to compete.

Our ability to compete effectively depends on several factors, including the pricing of our products and services, quality of customer service and support, continuous development of new and enhanced products and services to meet customer demands and adapt to changing technology, the expansion of our distribution network and any potential resale or distribution channels, and the availability of sufficient capital resources to invest in product development, marketing, and other key areas. In the event the robotics market continues to expand, we expect that competition will intensify as additional competitors enter the market and current competitors expand their product lines. Existing competitors or new entrants may price their products aggressively, develop products with better performance or functionality, or incorporate technological advances that we have not yet developed or implemented. Increased competitive pressure could result in a loss of sales or market share or cause us to lower prices for our products, any of which would harm our business and operating results. We cannot assure you that our products will continue to compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering the markets. Our failure to compete successfully could cause our revenue and market share to decline, which would negatively impact our results of operations and financial condition.

We depend on the global supply chain and have experienced supply chain constraints due to several factors, including the lingering effects of the COVID-19 pandemic, a high inflation environment, and geopolitical events.

We have experienced and continue to experience supply chain constraints resulting from the lingering effects of the COVID-19 pandemic, a high interest rate environment, and geopolitical events. These supply chain disruptions have increased the costs of components and logistics and have led to extended lead times in delivering our products to our customers.

These supply constraints include, but are not limited to, semiconductor shortages as well as shortages of certain parts. Extended lead times on certain parts as well as a lack of immediate availability may delay our ability to deploy our products and AMRs, and consequently, may delay our ability to recognize revenue. In addition, current or future governmental policies may increase the risk of inflation, which could further increase the costs of raw materials and components for our business. Similarly, if costs of goods continue to increase, our suppliers may seek price increases from us or demand for cash upfront to mitigate their own increased costs.

If we are unable to mitigate the impact of supply chain constraints and inflationary pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted. Even if we are able to raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brand, reputation, and sales. If our competitors substantially lower their prices, we may lose customers and mark down prices. Our profitability may be impacted by lower prices, which may negatively impact gross margins. Even though we are working to alleviate supply chain constraints through various measures, we are unable to predict the impact of these constraints on the timing of revenue and operating costs of our business in the near future. Raw material supply shortages and supply chain constraints, including cost inflation, have impacted and could continue to negatively impact our ability to meet increased demand, which in turn could impact our net sales revenues and market share.

In relation to the Russia-Ukraine war and the Israel-Palestine war, the extent and duration of the military actions, resulting sanctions, and future market disruptions — including stock market volatility, disruptions to the global supply chain, and worsening global inflation — are impossible to predict but could be significant. Any such disruptions or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks, may have significant collateral impact on global economy and our business model and revenue stream. As of the date of this prospectus, (i) we principally operate in Singapore and do not have business presence in Russia, Ukraine and the Middle-East; (ii) our industry has been less dependent on oil, natural resources or supply chain which have been disrupted by these military actions; however (iii) we have experienced increased costs for components and logistics, along with extended product delivery times for some customers due to global supply chain challenges. In general, we have experienced no significant financial or operational impact due to these disruptions arising from, related to, or caused by the global disruption from Russia’s invasion of Ukraine and the tensions in the Middle-East.

We depend on our suppliers, some of which as of the date of this prospectus are single, sole or limited source suppliers, and any inability of these suppliers to deliver the necessary components for our products at prices, schedule, volumes, performance and specifications acceptable to us, could have a material adverse effect on our business, prospects, financial condition and operating results.

We rely on third-party suppliers for the provision, production, and development of many of the key components, sub-assemblies, materials and equipment used in our products and other aspects of our business, including chips, semiconductors, control units, energy storage materials (such as batteries), frames, and metal alloys. A continuous and stable supply of these components that meet our standards is critical to our operations and production. While most of the components and materials for our products can be procured from multiple sources and suppliers, certain of those items are only available from a single supplier or a limited number of suppliers (referred to as our single or limited source suppliers). This includes, for example, customary components developed for our products such as the chassis of our O-R3 and Camello+ AMRs. If we are unable to obtain the components and materials from our single or limited source suppliers, we may be required to spend a significant amount of time and expense to develop alternate sources of supply. We may be unable to do so in the short term (or at all) at prices or quality levels that are favorable to us, which could have a material adverse effect on our business, prospects, financial condition and operating results.

If our suppliers are unable to supply key components and materials in the required volumes, on a timely basis, or at acceptable prices, our sales, revenues and results of operation will likely be adversely affected and we may not be able to meet our obligations to customers. We may experience operational difficulties with our suppliers, including reductions in the availability of production capacity, failures to comply with product specifications, insufficient quality control, failures to meet production deadlines, and increases in manufacturing costs. Our supplier may experience disruptions in their manufacturing operations due to equipment breakdowns, supply-chain disruption, labor strikes or shortages, natural disasters, component or material shortages, cost increases or other similar problems. In addition, we may not be able to renew contracts with our suppliers. Shortages or delays or loss of any of our suppliers could have a material adverse effect on our business.

We and our suppliers continue to experience supply chain constraints, cost inflation, and the interruption in the supply or shortage of materials and components. It is unclear how long these challenges will remain. We and our suppliers use various materials in our businesses and products, including for example semiconductors, energy storage materials (such as batteries), metal alloys such as aluminum, steel, fiberglass, and non-ferrous metals such as graphite, manganese, lithium and cobalt, and the prices for these components and materials may fluctuate. The available supply of some of these materials and components is currently and may continue to be unstable, depending on market conditions and

global demand. Any sustained supply interruption or shortage or cost increases that result in our products being priced beyond what customers are willing to pay would affect demand for our products and prevent or delay the delivery of our products to our customers and materially and negatively impact our business, prospects, financial condition and operating results. Risks relating to our supply chain include:

•        an increase in the cost, or decrease in the available supply, of semiconductor chips, lithium-ion batteries, electrical components, alloys and non-ferrous metals;

•        the potential effects of a resurgence of the COVID-19 pandemic or other pandemics, epidemics or outbreaks;

•        geopolitical and economic events and conditions, such as inflation, tariffs and taxes, fluctuations and shortages in petroleum supply, labor shortages and the ongoing Israel-Palestine conflict and Russia-Ukraine war, as well as responses to such events and conditions (e.g., economic sanctions);

•        disruption in global logistics, such as increased freight charges, constrained capacity and extended shipping delays; and

•        fluctuations of foreign currencies in which manufactured parts, components and the related raw material purchases are denominated against the Singapore dollar.

Increases in costs, disruption in supply or shortage of materials, in particular for lithium-ion cells or semiconductors, could harm our business, prospects, financial condition and operating results.

Our ability to manufacture our robotics products depends on having a consistent supply of semiconductors, components incorporating semiconductors, and lithium-ion battery cells. Increases in costs, disruption in supply or shortage of lithium-ion cells from our battery suppliers could disrupt production and increase the costs of production of our products, and subsequently could harm our business. We do not currently have any long term standing agreements for the supply of batteries and we depend on the open market for their procurement.

The shortage of semiconductors or other key components incorporating semiconductors could cause a significant disruption to our production schedule. While the global semiconductor supply shortage has eased in 2024, we may still encounter shortage for semiconductors on a periodic basis, which may impact the manufacturing of certain components which incorporate semiconductors. These delays and shortages could disrupt our production and lead to longer lead times for the delivery of our products to our customers. We experienced and may continue to experience an impact on our operations as a result of the shortages and longer lead times of semiconductor chips, and such shortage could in the future have a material impact on us or our suppliers, which could delay our production, negatively affect our ability to timely deliver our products to customers, or force us or our suppliers to pay exorbitant rates for continued access to semiconductors. Any failure to deliver our products within our projected costs and timelines could have a material adverse effect on our business, prospects, financial condition and operating results.

If we are unable to pre-purchase the supply for semiconductors or other key components that may experience shortages, or if we cannot find other methods to mitigate the impact of any such shortage, then any such short shortage could have a material adverse effect on our business, prospects and results of operations. Furthermore, fluctuations or shortages in raw materials or components and other economic conditions may cause us to experience significant increases in freight charges and material costs. Substantial increases in the prices for materials or prices charged to us, such as those charged by our battery or semiconductor suppliers, would increase our operating costs, and could reduce our profit margins if we cannot recoup the increased costs through increased RaaS subscription fee or unit sales prices. Any attempts to increase product prices in response to increased material costs could result in cancellations of orders and reservations and therefore materially and adversely affect our brand, image, business, prospects, financial condition and operating results.

We rely solely on Reis Robotics as the single source supplier for the production and maintenance of the TransCar systems, and the partial or complete loss of Reis Robotics as our supplier could cause customer supply or production delays and a substantial loss of revenues.

Under the supply agreement dated May 31, 2023 between KUKA Industries GmbH & Co. KG Obernburg (now Reis Robotics GmbH & Co. KG (“Reis Robotics”), following its acquisition by CT Pack Srl and Swiss FAI Holding AG on June 30, 2023 and its subsequent change of name) and Otsaw Swisslog Healthcare Robotics Pte. Ltd. (the “Supply Agreement”), Reis Robotics is responsible for the supply of the TransCar AGVs and we rely solely on them as our

single source supplier for production and manufacturing of the TransCar AGVs. Under the Supply Agreement, Reis Robotics agreed to deliver 49 TransCar AGVs during the first contractual year in 2023, and for the following years, the Otsaw-Swisslog JV is to submit purchase orders to Reis Robotics for the TransCar AGVs for each respective year. In 2024, the Otsaw-Swisslog JV purchased 25 TransCar AGVs from Reis Robotics. The Supply Agreement also provides for pricing and delivery terms, as well as termination for cause provisions. If termination for good cause is undertaken by Reis Robotics, it is entitled to the payment of the contract price in full minus such savings incurred by Otsaw due to the termination, and Otsaw is obliged to reimburse all the expenses and costs which have been occurred until the termination.

Our reliance on Reis Robotics as the sole supplier in relation to the production and maintenance of the TransCar system involves several other risks, including the following:

•        if we experience an increase in demand of product or services, our suppliers may be unable to provide us with the product or services that we need in order to meet that increased demand;

•        our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfil our orders and meet our requirements;

•        we or our suppliers may lose access to critical services and components, resulting in an interruption in the manufacture, assembly and shipment of the product and delivery of services; and

If any of these risks materialize, the costs associated with developing alternative sources of supply or production in a timely manner could have a material adverse effect on our ability to meet demand for TransCar AGVs and the maintenance services of the installed TransCar AGVs. Our ability to generate revenues could be impaired, market acceptance of our product could be adversely affected, and customers may instead choose to purchase or use alternative products from our competitors. We may not be able to find new or alternative suppliers in a timely manner or at all. As a result, we could incur increased production costs, experience delays in the delivery of our products and suffer harm to our reputation, which may have an adverse effect on our business and results of operations.

Nevertheless, following discussions and mutual understanding between the parties at a meeting, the parties have agreed to continue performance under the existing Supply Agreement through June 30, 2025 and Reis Robotics will discontinue manufacturing of the TransCar AGVs on June 30, 2025. No formal amendment to the Supply Agreement was executed in connection with this extension. The next generation of TransCar, TransCar 5.0, will be produced in-house at our manufacturing facility in Singapore. As such, we will no longer rely on Reis Robotics for the manufacturing of the TransCar AGVs. However, we may not be able to complete testing and successfully launch production of TransCar 5.0 in 2025, and we may have to continue relying on Reis Robotics as our single source supplier for the TransCar AGVs.

Our business and prospects depend significantly on our ability to build the Otsaw brand. We may not succeed in developing, maintaining and strengthening the Otsaw brand, and our brand and reputation could be harmed by negative publicity regarding us or our products, which would materially and adversely affect acceptance of our products, our business, revenues and prospects.

Our business and prospects depend on our ability to develop, maintain and strengthen the Otsaw brand. We believe that our ability to develop, maintain and strengthen our brand depends on the success of our marketing efforts and our ability to provide high-quality products and engage with our customers as intended. Any failure to develop, maintain and strengthen our brand may materially and adversely affect our ability to sell our products and build our customer base. In addition, our ability to develop, maintain and strengthen the Otsaw brand may ultimately depend on the acceptance of our products by employees, operators, or other end-users of our corporate customers. To promote our brand, we may be required to change or expand our customer development and branding practices, which could result in substantially increased expenses. Given the nature of the market in which we operate, investments in end-user acquisition will be high and market uptake may be slow until a critical mass is achieved. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality of our competitors’ products. Despite significant efforts and investment, there is no guarantee that we will be successful in our branding and marketing efforts. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted.

Our products, such as our outdoor AMRs (O-R3 and Camello+), UV-C disinfection system and TransCar AGVs, serve highly public-facing industries such as facilities management, last-mile delivery, and healthcare industries. If safety incidents occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity or resistance by the general public, intended communities, and employees of our corporate customers. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm perceptions and confidence in our brand.

We have limited experience in operating our robots in a variety of environments and increased deployment and thus interactions may lead to collisions, possible liability and negative publicity.

Our O-R3, Camello+, O-RX and TransCar robots operate autonomously in outdoor and indoor environments, such as residential communities, commercial compounds, hospitals, shopping malls, and crowded areas such as parks, stadiums or event sites. These environments are surrounded by various moving and stationary physical obstacles including humans and vehicles. Such environments increase the likelihood of collisions, unintended interactions and various other incidents. Our robots contain several advanced sensors, outdoor autonomy capabilities, and dynamic obstacle avoidance technologies that are designed to effectively prevent any such incidents and are intended to stop any motion of the robot at the detection of intervening objects. Nonetheless, real-life environments, especially those in crowded areas, are unpredictable and situations may arise in which the robots may not perform as intended.

Although we continuously test our robots in a number of unpredictable environments and continue to improve each model’s obstacle avoidance and collision prevention technology, such tests may not accurately reveal underlying vulnerabilities. Therefore, our robots could be involved in a collision with humans and objects. Incidents involving autonomous vehicles and humans, although infrequent, have received significant public attention and raised concerns about the safety of robotic systems. To date, however, we are not aware of any reports of any significant collisions, defects, errors or failures in our products.

Despite the maximum speed of our robots typically not exceeding 3.2 mph, which we believe is a speed that is unlikely to lead to any significant damage even in the event of a collision, we cannot assure you that a collision, with property or with humans, will not occur. Such incidents could damage the robot or result in personal injury or property damage, subjecting us to potential lawsuits. Moreover, any such incident, even without damage, may lead to adverse publicity for us. Such lawsuits or adverse publicity could negatively affect our brand and harm our business, prospects, financial condition and operating results.

Design flaws, unknown defects, real or perceived errors, glitches or malfunctions in our products or the software that operates them, failure of our products to perform as expected, connectivity issues or user errors can result in product recalls, claims against us, personal injuries, property damage, and significant safety concerns, each of which could materially and adversely affect our results of operations, financial condition, growth prospects or reputation.

Our products, especially our robots, are highly complex. Product defects can occur throughout the product development, design and manufacturing processes or as a result of our use of third parties’ components, materials, and parts manufacturing service. Any defects of our platform and products could result in negative publicity, loss of or delay in market acceptance of our platform and products, regulatory investigations and enforcement actions, harm to our brand, weakening of our competitive position, liability claims, or failure to meet the stated service level commitments in our end-user agreements.

The manufacturing or design defects, glitches, malfunctions, connectivity issues, unanticipated use of our robotic systems, user errors or inadequate disclosure of risks relating to the use of our robots and platforms, among others, can lead to collision, personal injury, property damage or other adverse events. Such adverse events could lead to recalls or safety alerts relating to our products (either voluntary or required by governmental authorities), and could result, in certain cases, in the removal of our products from the market. Product defects or recalls could also result in negative publicity, damage to our reputation or, in the event of regulatory developments, delays in new product approvals. A recall could also result in significant costs. Moreover, our products, such as O-R3, O-Rx, Camello+, TransCar are used in outdoor and indoor public-facing environments, the failure or malfunction of any of these products, could significantly damage our reputation and brand and public support for robotic solutions in general.

The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or failure in one of our products could result in failure or damage to the production, or property damage, injury, death and/or significant damage to our reputation and brand in general. We anticipate this risk will grow as more and more of our products are deployed. We anticipate that as part of our ordinary course of business we may be subject to product liability claims alleging defects in the design or manufacture of our products. A product liability claim, regardless of its merit or eventual outcome, could result in substantial costs, damage to our brand and diversion of our management’s attention and resources, which could have a negative impact on our business, financial condition and results of operations. Although we maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or adequate amounts.

Our products rely on complex electronic hardware, algorithms, software, user interfaces and electromechanical designs. Complex software and firmware often contain errors, and our products have experienced and may continue to experience undetected errors, failures, or bugs. Our products may be integrated with our customers’ existing systems and operations, and may not be compatible with our customer end-user’s operating systems, system management software, applications, devices, databases, servers, infrastructure, information technology system, networking configuration, or other third-party applications and equipment, which may cause errors or failures during the deployments. In such an event, we may be required, or may choose, for the purpose of maintaining customer relationships or for other reasons, to expend significant additional resources to rectify the problem.

Despite extensive testing of our products for defects, errors or performance issues when they are first introduced, and when new versions or enhancements are released, our products may still contain real or perceived errors, failures, or defects which may only be discovered until our customers use our platform and products for a period of time. This could result in expensive and time-consuming design modifications or warranty costs, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships and harm to our reputation, any of which could materially impact our results of operations and ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could reduce our operating margins. We are also subject to potential recalls of our products to repair the defects or to address any failure to comply with our customers’ order specifications or applicable regulatory standards, and we may have to conduct recalls of our products due to defects in components or parts manufactured by suppliers from which we purchase and incorporate into our products. We may also be required to remedy or retrofit hardware products in the event that an order is not built to a customer’s specifications or where a design error has been made. The financial cost and impact to our reputation of significant retrofit and remediation events or product recalls could have a material adverse effect on our business and operating results.

We are subject to stringent and changing laws, regulations and standards, corporate policies, and contractual obligations related to data privacy and security in jurisdictions where our products operate.

Our AMRs, especially our O-R3, Camello+, O-RX robots, store and may analyze certain types of personal or identifying information regarding human, objects, environments that interact with the AMRs. However, by the design of our AMR systems and software, these types of personal or identifying information are only transmitted between the AMRs and the systems of our end-user customers and they are stored, processed, and controlled solely by our end-user customers. We are isolated from such information, and we maintain stringent data security measures and access procedures to prevent our employees, suppliers, distributors and service providers, from accessing these personal or identifying information and other proprietary or confidential information of our end-user customers.

However, the regulatory framework for privacy and security issues is rapidly evolving worldwide and is likely to remain uncertain for the foreseeable future. As a result of our international operations, not only do we have to comply with Singapore’s data privacy laws and regulation (such as Singapore’s Cybersecurity Act and Personal Data Protection Act), we must also comply with a multitude of data security and privacy laws that may vary significantly from jurisdiction to jurisdiction. Most jurisdictions in which we operate have established or are in the process of establishing data security and privacy legal frameworks which we and our customers must comply with. As the interpretation and application of many privacy and data protection laws are uncertain, these laws may be interpreted or applied differently across jurisdictions, and in a manner that is inconsistent with our current data management practices or the features of our products. If so, in addition to the possibility of fines, lawsuits and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products to comply with such regulations, which could have an adverse effect on our business. Furthermore, the costs of compliance with such data privacy laws, regulations, and policies that are also applicable to the businesses of our customers may limit the use and adoption of our products, reducing the overall demand. Privacy and data security concerns, whether valid or not valid, may inhibit market adoption of our products, particularly in certain industries and foreign countries.

For example, in the United States, all 50 states have now passed laws to regulate the actions that a business must take in the event of a data breach, such as prompt disclosure and notification to affected users and regulatory authorities. In addition to the data breach notification laws, some states have also enacted statutes and rules requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal information. Additionally, the U.S. federal and state governments will likely continue to consider the need for greater regulation aimed at restricting certain uses of personal data for targeted advertising. In the European Union, or EU, the General Data Protection Regulation, or GDPR, which came into effect on May 25,

2018, increased our burden of regulatory compliance and requires us to change certain of our privacy and data security practices. The GDPR implements more stringent operational requirements for processors and controllers of personal data, including, for example, requiring expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements, and higher standards for data controllers to demonstrate that they have obtained either valid consent or have another legal basis in place to justify their data processing activities. The GDPR further provides that EU member states may make their own additional laws and regulations in relation to certain data processing activities, which could further limit our ability to use and share personal data and could require localized changes to our operating model. Under the GDPR, fines of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, may be assessed for non-compliance, which significantly increases our potential financial exposure in the event of non-compliance.

For our daily operations, we rely on commercially available systems, software, and information technology and networks for processing, transmitting and storing confidential information, as well as to manage or support a variety of our operations, including financial transactions and maintenance of records, which may include personally identifiable information of customers, partners, employees, and prospective investees. Although we have taken steps to protect the security of the data maintained in our systems, it is possible that such security measures will not be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable or confidential information such as in the event of non-compliance of our data privacy policy by our employees, suppliers, distributors, service providers, cyber-attacks, and similar breaches that may cause us to be in breach of relevant data privacy and cybersecurity law and regulations. Any failure or alleged failure to comply with the relevant data privacy and cybersecurity laws and regulations could interrupt our operations, damage our reputation, result in negative publicity, inhibit sales and subject us to liability claims or regulatory penalties. Concerns about our practices with regard to the collection, use, disclosure, or safekeeping of personal information or other privacy related matters, even if unfounded, could damage our reputation and adversely affect our operating results.

We are subject to cybersecurity risks to our operations, information technology infrastructure and systems, software integrated in our products, and data processed by us, our distributors, and end-user customers.

Our business, operations, products, and services involve the collection, storage, processing and transmission of personal data and certain other sensitive and proprietary information of our end-users, partners, customers and others. Additionally, we maintain sensitive and proprietary information relating to our business, such as our own proprietary information, trade secrets, coding of our software and personal data relating to our employees.

Although we have implemented and are in the process of implementing additional security protections that shield against data theft, security breaches, data loss and other security incidents, we cannot guarantee that these security measures will fully safeguard us against such cybersecurity risks. The information technology and its infrastructure used in our business may still be vulnerable to cyberattacks or security breaches or incidents, and third parties may be able to access our trade secrets, intellectual property, and data, including personal data and other sensitive and proprietary data of us, our employees, our customers and partners. Such data could be subject to unauthorized use, disclosure, unavailability, modification or other processing. In addition, concerns about our practices with regard to the collection, use, disclosure, or safekeeping of personal information or other privacy related matters, even if unfounded, could damage our reputation if made public and adversely affect our operating results.

We may in the future be a target for cybersecurity attacks designed to disrupt our operations or to attempt to gain access to our systems, data processed or maintained in our business, trade secrets or other proprietary information or financial resources. Our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of our distributors, suppliers, their products, or otherwise. Techniques used to gain unauthorized access to or sabotage information systems frequently change and may not be known until launched against a target, making it difficult to anticipate or prevent these attacks, and we may face delays in our detection or remediation of, or other responses to, security breaches and other privacy-and security-related incidents. Such breach or unauthorized access, increased government surveillance, or attempts by outside parties to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access to our data or our users’ or customers’ data could materially disrupt our operational systems, result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers or others, jeopardize the security of our facilities, or affect the performance of our products and the software technologies integrated in our products. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediate and otherwise respond to.

As part of our customer service, products maintenance and technical support functionalities, we utilize internet data connectivity to monitor the performance of our robots in real-time and to provide remote support and maintenance. The availability and effectiveness of our customer services and technical support functionality depend on the continued operation of information technology and communications systems. Our systems are vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware and other malicious code, social engineering schemes, insider theft or misuse or other attempts to harm our systems. Furthermore, our customers may object to us logging and recording information about each product’s use and data in order to aid us in diagnostics and servicing, which may require us to implement new or modified data handling policies and mechanisms, thereby increasing our maintenance costs and costs associated with data processing and handling. This would have an adverse impact on our business, prospects and results of operations.

Moreover, there are inherent risks associated with maintaining, developing, improving, expanding and updating our current systems, such as the disruption of our management, research and development, procurement, production, finance, inventory management, and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies, manufacture, deploy, deliver and service our products, or adequately protect our intellectual property. We cannot be sure that these systems, including those of our third-party vendors or suppliers, will be effectively maintained, updated or expanded as planned. If we do not successfully maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired and deficiencies may arise in our internal control over financial reporting, impacting our ability to certify our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

Any actual or perceived security breach or security incident, or any systems outages or other disruption to systems used in our business, could interrupt our operations, result in loss or improper access to, or acquisition or disclosure of, data or a loss of intellectual property protection, harm our reputation and competitive position, reduce demand for our products, damage our relationships with customers, partners, collaborators or others or result in claims, regulatory investigations and proceedings and significant legal, regulatory and financial exposure. Any such incidents, or any perception that our security measures are inadequate, could lead to loss of confidence in us, harm our reputation and impair our ability to attract and retain users, adversely affecting our business, financial condition and results of operations. Any actual or perceived breach of privacy or security or other security incidents impacting any entities with which we share or disclose data (including, for example, our third-party technology providers) could have similar effects. We expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other related incidents, and we may be required to expend substantial resources in the event of an actual or perceived privacy or security breach or incident.

Any unauthorized access or control of our AMR and robotics systems could result in a loss of confidence in us and our brand and harm our business.

Our AMRs and other robotics systems contain complex software systems to support their operation and information technology system that enables them to connect to and communicate with the systems of our end-user customers and the Fleet Management and Control Systems which are utilized and operated by our end-user customers for real-time data access and collection through Wi-Fi, 5G and LTE networks. Hackers may attempt to gain unauthorized access to modify, alter and to gain control of, the AMR system deployed by our customer, including the individual AMR’s functionality, user interface and performance characteristics, or to gain access to data stored in or generated by the deployed AMRs that are in the control of our customers.

Regardless of their veracity, reports of cyber-attacks on our information technology networks or our AMRs systems or data, as well as reports that our technology, software, our AMRs systems or data are vulnerable to hacking could negatively affect our brand and harm our business, reputation, prospects, financial condition and results of operation. Moreover, our deployed products and AMRs may be subject to inappropriate handling, theft, vandalism and other damages, the financial cost and impact of which could have a material adverse effect on our business and operating results.

A significant portion of our net sales are generated through distributors, which subjects us to certain risks.

We sell our products worldwide through multiple sales channels, including direct sales and through our distributors, who resell our products to numerous end customers.

A significant portion of our net sales are made to distributors, accounting for approximately 4% and 9% of our net sales in fiscal years 2024 and 2023. The impairment or termination of our relationships with our distributors, or the failure of these parties to diligently market, sell, or lease our products and comply with applicable laws and regulations, could materially and adversely affect our ability to generate revenue and profits.

We plan to continue expanding into international markets through our distributors. We may face significant challenges and risks in managing a geographically dispersed distribution network. Since our distributors control the relationships with some of our end customers, if our relationship with any distributor ends, we could also lose our relationships with these customers. In addition, if a dispute arises with a distributor or if a distributor is terminated by us or goes out of business, it may take time to find an alternative distributor, and to train new personnel to market our products, and our ability to sell our products in the region formerly serviced by such terminated distributor could be harmed.

We have limited control over our third-party distributors. Our distributors and its agents may be unable to successfully market, lease and sell our products and may not devote sufficient time and resources to support the marketing, sales, education and training efforts that is necessary for our products to develop, achieve or sustain market acceptance. Additionally, in some international jurisdictions, we rely on our distributors to manage the regulatory process, obtain the requisite regulatory approvals for our products to operate, and comply with all applicable rules and regulations. We are dependent on their ability to do so effectively, and any failure by them to do so could harm our reputation, business, financial condition and results of operations.

In addition, some of our distributors do not sell our products exclusively, and they may focus their sales efforts and resources on other products that produce better margins or greater commissions for them or products where they have a strategic relationship with the supplier. We do not control the sales representatives and other employees of our distributors, and we cannot guarantee that our sales processes, regulatory compliance and other priorities will be consistently communicated and executed. In addition, we may not have staff in the locations covered by our distributors, which makes it particularly difficult for us to monitor their performance. While we may take steps to mitigate the risks associated with noncompliance by our distributors, there remains a risk that they will not comply with the local regulatory requirements or our requirements and compliance policies. If the services of any of these third-party distributors and its agents become unsatisfactory, we may experience delays in meeting our customers’ demands and we may be unable to find a suitable replacement on a timely basis or on commercially reasonable terms. This could result in flat or declining sales in a given geographic area, harm to the reputation or our products and our business, or legal liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

We may acquire other businesses, form joint ventures or make other investments, that could negatively affect our operating results, cause dilution, increase our debt or cause us to incur significant expenses. If we cannot identify or acquire companies consistent with our growth strategy or successfully integrate acquired businesses into our operations, it could adversely affect our business, financial condition and results of operations.

While we have grown organically, we may consider potential acquisitions, joint ventures or other investment opportunities in businesses similar or complementary to our business in selected geographies or industries in order to enhance our ability to compete in our core markets or allow us to enter new markets, or incorporate new technologies into our solutions and product offerings.

These transactions could be material to our financial condition and results of operations. We cannot offer any assurance that any acquisitions of businesses, assets and/or entering into strategic alliances or joint ventures will be successful. We may not be able to find suitable partners or acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into the existing business and could assume unknown or contingent liabilities. Even if we identify and pursue acquisitions, we may not complete future transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the expected benefits of any acquisition or investments. Other companies may also compete with us for these strategic or acquisition opportunities. Acquisitions involve numerous risks, any of which could harm our business, including:

•        significant expenditures of cash and dilutive securities issuances;

•        difficulties in integrating the operations, information technology systems, technologies, products offerings, existing contracts, accounting and personnel and realizing the anticipated synergies of the combined businesses;

•        difficulties in supporting and transitioning customers, if any, of the acquired business;

•        difficulties in establishing and maintaining effective uniform standards, controls, procedures and policies;

•        disruptions of our on-going businesses, diversion of resources and management’s attention from existing operations;

•        difficulties in realizing our financial and strategic objectives for the acquired business;

•        risks of entering new markets and geographic areas in which we have limited or no experience;

•        potential loss of key personnel, customers and strategic alliances from either our current business or the acquired company’s business;

•        assumption of unanticipated or latent liabilities;

•        negative impact on results of operations due to goodwill impairment write-offs, amortization of intangible assets other than goodwill, or assumption of anticipated liabilities; and

•        inability to generate sufficient revenue to offset acquisition costs.

The risks above could significantly harm our business. If we fail to properly evaluate acquisitions or investments, execute acquisitions or adequately address these risks, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate, our operating results may actually decline and acquired goodwill and intangibles may become impaired, all of which could materially harm our financial results.

When appropriate opportunities arise, we have in the past, and may in the future acquire additional assets, products, technologies or businesses that are complementary to our existing business. From time to time, the sellers of these assets, products and technologies or businesses may retain certain rights to the technology that they sell to us, which in some circumstances could allow the sellers to compete with us.

Acquisitions also may affect our short-term cash flow and net income as we expend funds, potentially increase indebtedness and incur additional expenses. Any future acquisitions also could result in the issuance of shares, incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. To finance any acquisitions or joint ventures, we may choose to issue ordinary shares, preferred shares, or a combination of debt and equity as consideration, which could significantly dilute the ownership of our existing shareholders or provide rights to such preferred shareholder in priority over our shareholders. As of the date of this prospectus, we have not engaged in any discussions regarding any potential acquisitions or investments with any party.

We intend to expand our business and operations significantly, and any failure to manage our growth effectively could materially and adversely affect our business, prospects, financial condition and operating results.

In order to achieve our business objectives and growth strategies, we intend to expand our operations significantly. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, financial condition and operating results. We expect our future expansion to include, among other things:

•        expanding the management, research and development, and product teams;

•        expanding our sales and marketing efforts, customer support, and maintenance services;

•        identifying and recruiting individuals with the relevant experience, hiring and training new personnel;

•        controlling expenses and investments in anticipation of expanded operations;

•        establishing and maintaining relationships with customers, distributors, and suppliers;

•        expanding our production capacities;

•        pursuing strategic acquisitions and investment opportunities and entering into collaborations, joint ventures, strategic alliances or partnerships;

•        implementing and enhancing operation infrastructure, systems and processes;

•        expanding our market share in the hospital intralogistics markets globally, including Europe and Asia, through the Otsaw-Swisslog JV.

The growth and expansion of our business and operation create significant challenges for our management, operational, and financial resources, including managing multiple relationships and interactions with customers, distributors, suppliers, and other third parties. As we continue to grow, our information technology systems, internal controls and procedures and production processes may not be adequate to support our operations. To ensure success, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base, and effectively manage our growing production, inventory management and sales and marketing needs.

We have recently hired a significant number of new employees. We expect to continue to add additional personnel in the sales and marketing, research and development, production, and customer services teams, in Singapore and globally. Integrating a large number of new employees in a short time can cause disruptions to personnel and projects management, culture, priorities and the company as a whole. New employees may not perform as expected or may not fit culturally, and long-term employees may not embrace new leaders, priorities, methods, processes or other changes and may decide to leave or may not perform as well as in the past. Further, because of the innovative and complex nature of our technology, personnel with the necessary experience have not been, and likely will continue not to be, readily available to hire, and as a result, we will need to expend significant time and expense to recruit and retain experienced employees and appropriately train any newly hired employees. Competition for individuals with experience developing, producing and servicing our products, especially our robots and their software, is intense, and we may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel. Any failure to attract, integrate, train, motivate and retain our employees or any difficulty in adjusting to a larger organization with a large number of new employees could significantly impact our research and development, production and service and materially harm our business, prospects, financial condition and operating results.

Entering into strategic alliances, such as our joint venture with Swisslog Healthcare, exposes us to risks.

We have entered into, and may in the future enter into additional, strategic alliances, including joint ventures, collaborations, in-license arrangements or minority equity investments with various third parties to further our business. For example, since December 2021, we joined forces with Swisslog Healthcare to form the Otsaw-Swisslog JV. Swisslog Healthcare, headquartered in Switzerland, is a global leader in hospital automated intralogistics solutions. We believe our joint venture with Swisslog Healthcare gives us, through our ownership interest in the Otsaw-Swisslog JV, an opportunity to benefit from Swisslog’s TransCar AGV product development expertise, synergies to market our products (such as O-R3, UV-C Disinfection system, and Camello+) and longstanding relationships with many of our target customers in the healthcare industry. With Swisslog Healthcare’s global footprint, we believe we have an opportunity through the Otsaw-Swisslog JV to significantly and efficiently expand into the European and Asian healthcare and hospital markets.

While offering potential benefits, these strategic alliances, partnership, joint ventures could subject us to a number of risks. There is no guarantee that any of these partnerships, joint ventures, or strategic alliances would lead to any long term agreements or lasting or successful business relationships with third parties or that any of the other anticipated benefits will be achieved. If any of these relationships are established, they may subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by our partners or other third-parties and increased expenses in establishing new relationships, any of which could materially and adversely affect our business. We may have limited ability to monitor or control the actions of our partners or other third parties and, to the extent any of these strategic partners suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third-party. For example, as part of the arrangement of the Otsaw-Swisslog JV, we rely on Reis Robotics, a third party manufacturer, as our single source supplier for the production and manufacturing of the TransCar AGVs, as well as Swisslog Healthcare Italy S.P.A. SU as our agent to handle our service and maintenance obligations to our customers in Italy. These operations are outside of our control. The product and service delivery of the TransCar AGVs could experience delays if Reis Robotics does not meet the agreed upon delivery timelines or experience capacity constraints, and in turn, we could lose customers and face reputational harm, which could have a material and adverse effect on our business, results of operations, prospects and financial condition. Since Reis Robotics’ operations are

outside of our control, bottlenecks and other unexpected challenges may also arise if we are required to ramp up production to satisfy increased orders from our customers. In addition, because we rely on Reis Robotics as our supplier to meet the quality standards of the TransCar AGV, we might not successfully maintain the quality standards. Any of the foregoing could adversely affect our business, results of operations, financial condition and prospects.

Further, there is risk of potential disputes with our partners, and we could be affected by adverse publicity related to our partners whether or not such publicity is related to their collaboration with us. Our ability to successfully build our brand could also be adversely affected by perceptions about the quality of our partners’ products. With our joint venture with Swisslog Healthcare, we became subject to risks associated with Swisslog Healthcare’s business, many of which are the same risks that we currently face. Other risks include: risks associated with Swisslog Healthcare’s products and technology, integration risks, such as risks associated with combining two organizations and cultures across Singapore and Europe, two different geographies, maintaining focus on business and product development objectives, maintaining customer and supplier relationships, integrating systems and maintaining cybersecurity, allocating resources appropriately across product offerings and retaining employees, and risks associated with whether we can achieve the expected benefits of the joint venture. If we are unable to effectively manage these and any other risks resulting from the Otsaw-Swisslog JV, the value of our investment in the Otsaw-Swisslog JV may be adversely affected and the expected benefits of the planned partnership may not be realized.

We expect that strategic alliance and partnership will be an important factor in the growth and success of our business. However, we may not be able to identify or secure suitable business relationship opportunities in the future or our competitors may capitalize on such opportunities before we do. Moreover, identifying such opportunities could require substantial management time and resources, and negotiating and financing relationships involves significant costs and uncertainties. If we are unable to successfully source and execute on strategic relationship opportunities in the future, our overall growth could be impaired, and our business, prospects, financial condition and operating results could be materially and adversely affected.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our future success depends in a large part upon the continued service of key members of our senior management team, in particular our chairman, director and chief executive officer, Mr. Ling Ting Ming. These individuals play a key role in leading our company, implementing corporate strategies, developing our technologies, maintaining key relationships with our customers, suppliers and partners, and successfully commercializing our products and services. The loss of any key personnel could seriously harm our business. The loss of any member of our senior management team might significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships. In addition, because of the highly technical nature of our products, any significant loss of our existing and future engineering personnel could have a material adverse effect on our business and operating results. In addition, if any of our senior management or key personnel joins a competitor or form a competing company, we may be affected by the potential loss of knowhow, trade secrets or business partners.

Our success and growth also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Experienced and highly skilled employees are in high demand and competition for these employees can be intense, and our ability to hire, attract and retain them depends largely on our ability to provide competitive compensation. Many of the companies with which we compete for hiring experienced employees have greater resources than we have. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could adversely affect our business, including the execution of our strategy and ability to grow.

Our management team lacks experience in managing a U.S. public company.

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of the offering, we were a private company mainly operating our businesses in Singapore. As a result of the offering, our company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

Developments in the social, political, regulatory and economic environment, including but not limited to natural events, wars, terrorist attacks and other acts of violence, health epidemics and other outbreaks, or security incidents, in the countries where we operate, may have a material and adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, health epidemics and other outbreaks, security incidents, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. A substantial part of our operations are in Singapore, and negative developments in Singapore’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Although the overall economic environment in Singapore and other countries where we operate appears to be positive, there can be no assurance that this will continue to prevail in the future.

Furthermore, natural disaster events (such as typhoons, floods and earthquakes), terrorist attacks and other acts of violence or war may also adversely disrupt our operations, leading to economic weakness in the countries in which they occur and affect worldwide financial markets, and could potentially lead to economic recession, which could have an adverse effect on our business, financial condition and results of operations. These events could adversely affect our customers’ level of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to our business operations around the world.

Our facilities or those of any third-party suppliers could also be adversely affected by events outside of our or their control, such as natural disasters, wars, health epidemics and other calamities. Our technology systems and facilities may be damaged in natural disasters such as earthquakes, typhoons, or fires or subject to damage or compromise from human error, technical disruptions, power failure, computer glitches and viruses, telecommunications and digital services failures, adverse weather conditions, break-ins, war, riots, terrorist attacks or similar events and other unforeseen events, all of which are beyond our control.

Any of the foregoing events may seriously damage or affect our facilities and production, cause interruptions of our operations, system breakdowns, technology platform failures, which could cause the loss or corruption of data or the malfunction of software or hardware, as well as impede our ability to provide and delivery our services and products to our customers, which may have a negative impact on our reputation and may cause us to incur substantial additional expenses to repair or replace damaged equipment or facilities. Furthermore, we could be impacted by physical security incidents at our facilities, which could result in significant damage to such facilities that could require us delay or discontinue production of our product. We may incur significant expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, results of operations and financial condition.

While we maintain property insurance policies covering our equipment and facilities in accordance with customary industry practice, our insurance coverage may not be sufficient to compensate for the costs of repairing the damage caused by such disruptive events and such events may not be covered under our policies. With respect to losses which are covered by our policies and subject to deductibles, exclusions, and/or limitations, it may be difficult and time-consuming to recover such losses from insurers. In addition, we may not be able to recover the full amount of losses incurred from the insurers.

Global economic conditions could materially adversely impact demand for our products and services.

Our operations and performance depend significantly on economic conditions. Adverse changes in the economy could negatively impact our business. Global economic conditions continue to be subject to volatility arising from international geopolitical developments (such as the ongoing Israel-Palestine conflict and Russia-Ukraine war), global economic phenomenon (including rising inflation rates), general financial market turbulence and natural phenomena (such as the COVID-19 pandemic). Future economic distress and adverse global economic conditions may result in a decrease in demand for our products, which could have a material adverse impact on our operating results and financial condition.

Our customers may postpone purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services. Our suppliers may be unable to produce components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as

quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production; and accordingly, on our business, results of operations or financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing and producing products, increase the cost and decrease the availability of sources of financing, and increase our exposure to material losses from bad debts, any of which could have a material adverse impact on our financial condition and operating results.

Access to public financing and credit can be negatively affected by the effect of these events on Singapore, U.S. and global credit markets. The health of the global financing and credit markets may affect our ability to obtain equity or debt financing in the future and the terms at which financing or credit is available to us. These instances of volatility and market turmoil could adversely affect our operations, our ability to conduct an initial public offering on a national U.S. exchange (or at all) and the trading price of our Class A Ordinary Shares if we ever conduct such an offering.

We are subject to the risks associated with international operations, including unfavorable regulatory, political, tax and labor conditions, which could materially and adversely affect our business, financial condition, results of operations and prospects.

As of the date of this prospectus, the substantial majority of our operations are based in Singapore, primarily serving the Asia-Pacific market. As part of our growth strategy, especially in relation to our partnership with Swisslog Healthcare and establishment of our regional centers in the United States and Germany, we intend to further expand our sales, maintenance and repair services and manufacturing activities to Europe, North America, and other new countries in the coming years.

We anticipate having operations and subsidiaries that are subject to the legal, political, regulatory and social requirements and economic conditions in foreign jurisdictions. Compliance with foreign laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. These laws and regulations include data privacy requirements, labor relations laws, tax laws, foreign currency-related regulations, anti-competition regulations, prohibitions on payments to governmental officials, market access, import, export and general trade regulations, including but not limited to economic sanctions and embargos.

Laws and regulations governing our products, especially our robots, are still developing and constantly evolving, as industrial and commercial applications of robotics become increasingly prevalent. Our products may be required to conform to various new or changing international, national, state and local laws and regulations, where those products are sold, including laws and regulations relating to the design, manufacturing, marketing, distribution, servicing or use of our products, safety standard, data protection and cybersecurity laws and regulations, medical devices law and regulations, and laws and regulations in relation to self-driving vehicles.

Violations of the aforesaid laws and regulations could result in fines and penalties, liabilities claims, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business, including suspension of production or a cessation of our operations. Any such violations, or a major shift in governmental policies in any jurisdiction that we have operations in, could affect our ability to offer our products and services in one or more countries, result in the withdrawal or recall of our products, or the discontinuation of our operations, whether partially or entirely, damage to our reputation, our brand, our international expansion efforts, and our ability to attract and retain employees. This would have a material adverse impact our business and our operating results.

Compliance with these laws requires a significant amount of management attention and effort, which may divert our management’s attention from running our business operations and could harm our ability to grow our business, or may increase our expenses as we engage specialized third parties or other additional resources to assist us with our compliance efforts. Furthermore, we have limited experience to date manufacturing, selling, maintaining and servicing our products on a large-scale internationally, and such expansion would require us to make significant expenditures, such as hiring of local employees, in advance of generating any revenue. In addition to the risks regarding foreign law and regulations, we may be subject to a number of risks associated with international operations that may increase our costs, impact our ability to manufacture or sell our products and require significant management attention. These risks include, but are not limited to:

•        difficulties establishing international manufacturing operations, including difficulties establishing relationships with or establishing localized supplier bases and developing cost-effective and reliable supply chains for such manufacturing operations;

•        difficulty in staffing and managing foreign operations;

•        difficulties attracting customers in new jurisdictions;

•        changes in diplomatic and trade relationships, including political risk and customer perceptions based on such changes and risks, political instability, natural disasters, pandemics, war (including the ongoing Russo-Ukraine War and Israel-Palestine conflict) or events of terrorism;

•        the strength of international economies;

•        fluctuations in foreign currency exchange rates and interest rates

•        foreign labor laws, regulations and restrictions;

•        capital controls or capital restrictions; and

•        United States and foreign government trade restrictions, import and export controls, tariffs and price or exchange controls.

Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. If we fail to successfully address these risks, our business, prospects, results of operations and financial condition could be materially harmed.

Our products must comply with the EU’s CE marking requirements, which certify that our products meet the EU’s safety, health, environmental, and applicable performance standards. Achieving and maintaining CE compliance involves comprehensive assessment, testing, documentation, and in some cases, certification processes to ensure that our products conform to applicable EU directives and standards. There is a risk that our products may not meet these regulatory requirements, or we may face challenges in obtaining, maintaining, or updating the necessary CE certifications. Our products remain subject to potential market surveillance checks by EU member state authorities even after obtaining CE marking.

Non-compliance with CE marking requirements could lead to legal penalties, fines, product recalls, or restrictions on our ability to distribute our products in the EU market. Additionally, any delays in obtaining CE compliance for new products, such as the next generation of our TransCar AGVs, could hinder our market entry and reduce potential sales opportunities. Failure to achieve or maintain CE compliance, or to adapt to evolving regulatory landscapes in the EU, could materially and adversely impact our business, financial condition, and results of operations in the European market.

We have applied for CE certification for TransCar 5.0 and our application is currently under design review. We expect to complete the CE certification process and acquire CE certification for TransCar 5.0 by the second quarter of 2026. We intend to obtain UL and FCC certifications in the United States for TransCar 5.0 after CE certification has been obtained. We have not initiated the regulatory certification process for any of our other product lines at this time. There can be no assurance that we will receive CE, UL or FCC certification for TransCar 5.0 or our other products as and when we commence the certification process, or that we will receive such certifications within our expected timeline, if at all. Failure to obtain these certifications may impact our ability to market and sell TransCar 5.0 or our other products in the United States and Europe and could materially affect our business, financial condition and results of operations.

From time to time, we may become involved in legal proceedings, which could have a material adverse effect on our business, operating results, or financial condition.

We may, from time to time in the future, become subject to legal proceedings, claims, litigation and government investigations or inquiries, which could be expensive, lengthy, and disruptive to normal business operations. In addition, the outcome of any legal proceedings, claims, litigation, investigations or inquiries may be difficult to predict and could have a material adverse effect on our business, operating results, or financial condition.

We are exposed to foreign exchange risk arising from various currency exposures. Fluctuations in foreign currency exchange rates will affect our financial results.

The substantial majority of our operations are in Singapore, while our overseas sales and procurement are incurred in multiple jurisdictions, including Southeast Asia countries, Europe, countries in the GCC, United Kingdom, United States, and Australia, which exposes us to the effects of fluctuations in currency exchange rates. Fluctuations

in foreign currency exchange rates will affect our financial results. The exchange rates between various currencies that we use in recent years has fluctuated significantly and may continue to do so in the future. Fluctuations in the exchange rates between these currencies could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable.

Our entities operate using their respective functional currencies. For our Singapore entities, the functional currency is the Singapore dollar (SGD), while for our Germany entity, it is the euro (EUR). We do not hedge our currency exposure. Consequently, when our sales, procurement, and operating costs are denominated in different currencies, or when there are timing differences between invoicing and payments from customers or to suppliers, we may be exposed to foreign currency exchange gains or losses arising from transactions conducted in currencies other than our functional currencies.

The imposition of barriers to trade, escalation of trade disputes, and changes to trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.

We market our products and services globally. We believe there has been a global escalation of barriers and restriction to trade in recent years. Any imposition of new tariffs or other trade barriers, or the escalation of any trade dispute, may adversely affect the global economy, stability of global financial markets, and the businesses of our customers, which, in turn, would also adversely affect demand for our services and products. A downturn in the global economy or the economies of countries in which we or our customers operate as a result of any trade dispute could adversely affect our business, financial condition and results of operations. In addition, current government actions undertaken by various governments to stimulate their respective economies and future government action, including interest rate decreases, changes in monetary policy or intervention in the exchange markets and other government action to adjust the value of the local currency, may trigger inflation. The occurrence of such fluctuations, devaluations or other currency risks could have a material adverse effect on ours and our customer’s business, financial condition and results of operations.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We have international operation. As part of our growth strategy, we are planning to substantially expand our operations in the United States, including establishing subsidiaries, joint-venture and alliance in the United States. We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct activities, including the U.S. Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws and regulations. Those laws generally prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation.

We have direct or indirect interactions with officials and employees of government agencies and state-owned affiliated entities in the ordinary course of business. We have also entered into business partnerships with government agencies and state-owned or affiliated entities. These interactions subject us to an increased level of compliance-related concerns. We will adopt and implement policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives, consultants, agents and business partners with applicable anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations. However, our policies and procedures may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our shares.

Failure of our internal controls over financial reporting could harm our business and financial results.

Upon completion of the offering, we will be a public company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we will be required to make certain financial statements and financial results available to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles under International Financial Reporting Standards (IFRS). Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Our growth and entry into new technologies and markets will place significant additional pressure on our system of internal control over financial reporting. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.

Environmental laws and regulations and unforeseen costs could negatively impact our future earnings.

The manufacture and sale of our products and services subjects us to environmental and other regulations in multiple jurisdictions. We face increasing complexity in our product design as we adjust to new and upcoming requirements relating to our products, including the restrictions on the use, storage, handling, discharge and disposal of chemicals used or generated in, or emitted by, our production processes, on the factories we contract with and on the materials contained in semiconductor products and certain other substances in electronics that will apply to electronics products put on the market. Semiconductor packages have historically utilized metallic alloys containing lead (Pb) within the interconnect terminals typically referred to as leads, pins or balls, and the European Union’s Restriction of Hazardous Substances in Electrical and Electronic Equipment directive and similar laws in other jurisdictions, including China, impose strict restrictions on the placement into the market of electrical and electronic equipment containing lead and certain other hazardous substances. Similar laws and regulations have been or may be enacted in other regions, including in the United States, Canada, and Japan. There is no assurance that such existing laws or future laws will not impair future earnings or results of operations. We may become liable under these and other environmental, health and safety laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials arising out of our former or current operations, or otherwise as a result of the emission of greenhouse gasses or other chemicals, the existence of hazardous materials on our properties or the existence of hazardous substances in the products for which we perform our services. We could also be held liable for damages, including fines, penalties and the cost of investigations and remedial actions, we could be subject to revocation of permits, which may materially and adversely affect our ability to maintain or expand our operations. Additionally, if we are unable to align our environmental, health and safety practices with shifting customer preferences, we could suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.

There has also been an increase in public attention and industry and customer focus on the materials contained in semiconductor products, the environmental impact of semiconductor operations and the risk of chemical releases from such operations, climate change, sustainability and related environmental concerns. This increased focus on sustainability and the environmental impact of semiconductor operations and products has caused industry groups and customers to impose additional requirements on us and our suppliers, sometimes exceeding regulatory standards. These industry and customer requirements include increased tracking and reporting of greenhouse gas emissions, reductions in waste and wastewater from operations, additional reporting on the materials and components used in the products for which we perform our services, and the use of renewable energy sources in our operations. To comply with these additional requirements, we may need to procure additional equipment or make process changes and our operating costs may increase.

Risks Related to Intellectual Property

Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporated into our products. If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished and our business may be adversely affected.

Our success depends, in large part, on our ability to protect our intellectual property, know-how and other proprietary rights. We rely primarily on patents, trademarks, copyrights, trade secrets other contractual provisions, to protect our intellectual property and other proprietary rights. However, a portion of our technology and know-how is not patented, and we may be unable or may not seek to obtain patent protection for this technology. As of the date of prospectus, we have 1 patent, 2 trademarks and 5 design registrations registered with the Registrar of Patents, Registrar of Trademarks, and Registrar of Designs respectively in Singapore and 1 pending patent application and 1 pending trademark application in Singapore. In the United States, we have 1 patent registered with the United States Patent and Trademark Office. The existing US and Singapore legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and may be challenged by third parties.

The laws of countries other than Singapore and the United States may be even less protective of intellectual property rights. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual property. If one or more of these employees leave to work for one of our competitors, then they may disseminate this proprietary information, which may as a result damage our competitive position. In addition, we seek to protect our trade secrets, know-how, and confidential information that is not patentable by entering into confidentiality agreements with our distributors, consultants, joint venture partners, business partners and other third parties. However, we may fail to enter into the necessary agreements, and even if these agreements are entered into, they may be breached or otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, or they may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Enforcing a claim that a third party illegally obtained or is using our trade secrets without authorization may be expensive and time consuming, and the outcome is unpredictable. If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed. From time to time, we may have to initiate lawsuits to protect our intellectual property and other proprietary rights. Pursuing these claims is time consuming and expensive and could adversely impact our results of operations.

In addition, affirmatively defending our intellectual property rights and investigating whether we are pursuing a product or service development that may violate the rights of others may entail significant expense. Any of our intellectual property rights may be challenged by others or invalidated through administrative processes or litigation. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, then the proceedings could result in significant expense to us and divert the attention and efforts of our management and technical employees, even if we prevail.

We may not be able to protect our intellectual property rights in all countries.

Filing, prosecuting, maintaining and defending patents and trademarks on each of our products and intellectual property in all countries throughout the world would be prohibitively expensive and time consuming, and thus our intellectual property rights outside Singapore and the United States are limited. In addition, the laws of some foreign countries, especially developing countries, such as China, do not protect intellectual property rights to the same extent as the laws in Singapore and the United States. Also, it may not be possible to effectively enforce intellectual property rights in some countries at all or to the same extent as in Singapore, the United States and other countries. Consequently, we are unable to prevent third parties from using our inventions in all countries, or from selling or importing products made using our inventions in the jurisdictions in which we do not have (or are unable to effectively enforce) patent protection. Competitors may use our technologies in jurisdictions where they have not obtained patent protection to develop, market or otherwise commercialize their own products, and we may be unable to prevent those competitors from importing those infringing products into territories where we have patent protection, but enforcement may not be as strong as in the United States. These products may compete with our products and our patents and other intellectual property rights may not be effective or sufficient to prevent them from competing in those jurisdictions. Moreover, strategic partners, competitors or others may raise legal challenges against our intellectual property rights or may infringe upon our intellectual property rights, including through means that may be difficult to detect or prevent.

Proceedings to enforce our intellectual property rights in Singapore, United States, or other foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert patent infringement or other claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights in the United States and around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license from third parties.

We may be subject to intellectual property claims in the future, which are costly to defend, could result in significant damage awards, and could limit our ability to use certain technologies in the future.

Companies operating in the robotics industry may face difficulty enforcing their patent and other intellectual property rights and may become subject to a substantial amount of litigation over these rights. The large number of patents, the rapid rate of new patent issuances and the complexities of the technology involved increase the risk of patent litigation. In addition, the distributors which we license our software and technology used in our products could become subject to similar infringement claims.

Any intellectual property claims, with or without merit, could be time-consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from the claim could require us to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology. We might not be able to obtain a license from the third party asserting the claim on commercially reasonable terms, if at all, to develop alternative technology on a timely basis, if at all, or to obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. In addition, we may be required to indemnify our distribution partners for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling in such a claim. An adverse determination could also prevent us from offering our products to others. Infringement claims asserted against us or our distributors may have a material adverse effect on our business, results of operations or financial condition.

We use other parties’ software and other intellectual property in our proprietary software, including “open source” software. Any inability to continuously use such software or other intellectual property in the future could have a material adverse impact on our business, financial condition, results of operations and prospects.

We use open source software in our products and anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. While we monitor our use of open source software and try to ensure that none is used in a manner that would require it to disclose its proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that it developed using such software, which could include its proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until it can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and we may not be able to complete the re-engineering process successfully.

Additionally, the use of certain open source software can lead to greater risks than use of other parties’ commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have a material and adverse effect on our business, financial condition and results of operations.

Risks Related to our Offering and Ownership of Our Class A Ordinary Shares

The dual class structure of our Class A Ordinary Shares and Class B Ordinary Shares has the effect of concentrating voting control with our chief executive officer, directors and their affiliates.

As of the date of this prospectus, our authorized share capital of $49,999.9999 is divided into 499,999,999 Class A Ordinary Shares with a par value of $0.0001 per share and 1 Class B Ordinary Share with a par value of $0.0001 per share, of which 99,312,858 Class A Ordinary Shares and 1 Class B Ordinary Share are outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. At a general meeting, each Class A Ordinary Share has one (1) vote and the Class B Ordinary Share entitles the holder thereof to that number of votes equal to sixty (60) percent of the total number of Class A Ordinary Shares and Class B Ordinary Shares outstanding as at the record date for determining those shareholders that are entitled to vote at the general meeting.

The sole issued and outstanding Class B Ordinary Share is beneficially owned by our chairman, director and chief executive officer, Mr. Ling Ting Ming, and represents 60% of the aggregate voting power of our outstanding Ordinary Shares as of the date of this prospectus. Because of the voting ratio between our Class B Ordinary Shares and Class A Ordinary Shares, after the completion of the offering, the holder of our Class B Ordinary Share will collectively continue to control a majority of the combined voting power of our Ordinary Shares and therefore be able to control all matters submitted to our shareholders for approval by way of ordinary resolution even though the Class B Ordinary Share represents a minority by number of all outstanding Ordinary Shares. This concentrated control will limit the ability of holders of Class A Ordinary Shares to influence corporate matters for the foreseeable future.

The holder of our sole issued and outstanding Class B Ordinary Share may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Furthermore, this concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our shareholders of an opportunity to receive a premium for their Class A Ordinary Shares as part of a sales of our company and might ultimately affect the market price of our Class A Ordinary Shares.

In particular, Mr. Ling has voting rights with respect to an aggregate of [#] Class A Ordinary Shares and 1 Class B Ordinary Shares, representing [#]% of the voting power of the outstanding Ordinary Shares of Otsaw Limited as of the date hereof. As a result, Mr. Ling has the ability to control the outcome of matters submitted to our shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, Mr. Ling has the ability to control the management and affairs of Otsaw Limited as a result of his position as our chief executive officer and his ability to control the election of our directors.

As a board member and officer, Mr. Ling owes a fiduciary duty to Otsaw Limited and must act in good faith in a manner he reasonably believes to be in the best interests of Otsaw Limited. As a beneficial shareholder, even a controlling beneficial shareholder, Mr. Ling is entitled to vote his shares, and shares over which he has voting control as a result of voting agreements, in his own interests, which may not always be in the interests of our shareholders generally.

As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt Otsaw Limited from certain corporate governance requirements that could have an adverse effect on our public shareholders.

As of the date of this prospectus, our chairman, director, chief executive officer and controlling shareholder, Mr. Ling Ting Ming, indirectly owns more than 50% of the voting power of our outstanding Class A Ordinary Shares and Class B Ordinary Shares. Immediately after completion of the offering, he will own approximately [•]% of our total issued and outstanding Class A Ordinary Shares and [•]% of our total issued and outstanding Class B Ordinary Shares, representing approximately [•]% of the total voting power of our shares, assuming that the underwriters do not exercise their over-allotment option, which is more than 50% of the total voting power of our shares. Therefore, we are, and will continue to be, a “controlled company” within the meaning of the Nasdaq Stock Market Rules. Under the Rule 4350I of the Nasdaq Capital Market, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect

to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our Class A Ordinary Share to look less attractive to certain investors or otherwise harm our trading price.

The dual-class structure of our Ordinary Shares may adversely affect the trading market for the Class A Ordinary Shares

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our Ordinary Shares may prevent the inclusion of the Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the Class A Ordinary Shares.

Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our Class A Ordinary Shares begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. Even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. Although we have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market, we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this offering, the market price of our Class A Ordinary Shares may decline and the liquidity of our Class A Ordinary Shares may decrease significantly. An inactive trading market may also impair our ability to raise capital by selling our Class A Ordinary Shares and entering into strategic partnerships or acquiring other complementary products, technologies, software or businesses by using our Class A Ordinary Shares as consideration. In addition, if we fail to satisfy exchange listing standards, we could be delisted, which would have a negative effect on the price of our securities.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us and the Underwriters and may vary from the market price of our Class A Ordinary Shares following our initial public offering. The price at which the Class A Ordinary Shares are traded after this offering might decline below the initial public offering price. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price, if at all. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares due to insufficient or a lack of market liquidity of our Class A Ordinary Shares.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We have applied to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We might not be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our Class A Ordinary Share is a “penny stock,” which will require brokers trading in our Class A Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Share;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the company’s listed securities

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by the PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Our public offering will be relatively small and the insiders of our Group will hold a large portion of the company’s listed securities. Nasdaq might apply the additional and more stringent criteria for our initial and continued listing, which might cause delay or even denial of our listing application.

The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to you.

The trading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Singapore that have listed their securities in the United States. In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those

companies. Broad market and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the eventual trading market for our Class A Ordinary Shares.

In addition, the market price of our Class A Ordinary Shares is likely to be highly volatile and may fluctuate substantially due to many factors, including:

•        the volume and timing of sales of our products;

•        actual or anticipated fluctuations in our results of operations and changes or revisions of our expected results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        disputes or other developments with respect to our or others’ intellectual property rights;

•        the realization of any of the other risk factors presented in this prospectus;

•        changes in investors’ perception of us and the investment environment generally;

•        release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares;

•        sales or perceived potential sales of additional Ordinary Shares;

•        our ability to develop, obtain regulatory clearance or approval for, and market new and enhanced robotic products on a timely basis;

•        lawsuits threatened or filed against us, potential product liabilities claim, and regulatory investigations;

•        quarterly variations in our results of operations or those of others in our industry;

•        media exposure of our products or of those of others in our industry;

•        changes in governmental regulations;

•        changes in earnings estimates or recommendations by securities analysts; and

•        additions to or departures of our senior management;

•        detrimental negative publicity about us, our services, our officers, directors, Controlling Shareholder, other beneficial owners, our business partners, or our industry;

•        announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

•        political, social and economic conditions in Singapore and Asia;

•        general market conditions and other developments affecting us or the robotics industry in which we operate, and factors unrelated to our operating performance or the operating performance of our competitors; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will be traded. In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Share prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

Exercise of options granted under the Equity Incentive Plan or issue of awarded shares under the Equity Incentive Plan may result in dilution to our Shareholders.

Prior to the closing of this offering, we intend to adopt the Equity Incentive Plan. We do not plan to grant any options under the Equity Incentive Plan prior to the completion of this offering. Following the issuance of new Ordinary Shares upon exercise of any options that may be granted under the Equity Incentive Plan, there will be an increase in the number of issued Class A Ordinary Shares. As such, there may be a dilution or reduction of shareholding of existing Class A Ordinary Share shareholders which results in a dilution or reduction of our earnings per Class A Ordinary Share and net asset value per Class A Ordinary Share. In addition, the fair value of options to be granted to eligible participants under the Equity Incentive Plan will be charged to our consolidated statements of profit or loss and other comprehensive income over the vesting periods of the options. Fair value of the options shall be determined on the date of granting of the options. Accordingly, our financial results and profitability may be materially and adversely affected.

If securities or industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our Class A Ordinary Shares or publish inaccurate

or unfavorable research about our business, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Class A Ordinary Shares to decline.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our public offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our public offering in a manner that does not produce income or that loses value.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

As of the date of this prospectus, we intend to retain all of our available funds and any future earnings after the offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares, as the future sale of a substantial amount of outstanding Class A Ordinary Shares in the public marketplace could reduce the price of our Class A Ordinary Shares.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. [•] Class A Ordinary Shares will be outstanding immediately after this offering, if the firm commitment is completed. All of the shares sold in the offering will be freely transferable without restriction or further registration under the Securities Act. The remaining shares will be “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act. In the future, we may also issue additional securities if we need to raise capital, which could constitute a material portion of our then-outstanding Class A Ordinary Shares.

You will experience immediate and substantial dilution.

The public offering price of our shares is substantially higher than the pro forma net tangible book value per share of our Class A Ordinary Shares. Assuming the completion of the firm commitment offering, if you purchase Class A Ordinary Shares in this offering, you will incur immediate dilution of approximately $[•] or approximately [•]% in the pro forma net tangible book value per share from the price per share that you pay for the Class A Ordinary Shares. Accordingly, if you purchase Class A Ordinary Shares in this offering, you will incur immediate and substantial dilution of your investment.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the Nasdaq Capital Market detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.07 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2012 relating to internal controls over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costlier. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Class A Ordinary Shares could decline.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain Cayman Islands practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on Nasdaq, we rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq.

For example, we are exempt from Nasdaq regulations that require a listed U.S. company to:

•        have a majority of the board of directors consist of independent directors;

•        require non-management directors to meet on a regular basis without management present;

•        have an independent compensation committee;

•        have an independent nominating and corporate governance committee; and

•        seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Class A Ordinary Shares for less than the greater of book or market value of the shares.

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq. Therefore, we intend to have a fully independent audit committee upon the Company’s listing on the Nasdaq Stock Market, LLC (“Nasdaq”), in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

Since Otsaw Limited is a Cayman Islands exempted company, the rights of our shareholders may be more limited than those of shareholders of a company organized in the United States.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Under the laws of some jurisdictions in the United States, majority and controlling shareholders generally have certain fiduciary responsibilities to the minority shareholders. Shareholder action must be taken in good faith, and actions by controlling shareholders which are obviously unreasonable may be declared null and void. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies, such as Otsaw Limited, have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, our register of mortgages and charges and special resolutions of our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, public shareholders of Otsaw Limited may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would have as public shareholders of a public U.S. company.

Certain judgments obtained against us by our shareholders may not be enforceable. You may also face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law, and we conduct substantially all of our operations and all of our directors and executive officers reside outside of the United States.

Otsaw Limited is a Cayman Islands exempted company and substantially all of our current operations are conducted by our subsidiaries outside of the United States. All of our directors and executive officers reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against us, our assets, our directors and executive officers or the assets of our directors and executive officers. As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act (As Revised) of the Cayman Islands, or the “ES Act”, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) have adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not become subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•        being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•        not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act; 

•        not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•        reduced disclosure obligations regarding executive compensation; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company.

We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We will remain an emerging growth company until the earliest of (i) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. (ii) the end of the fiscal year during which we have total annual gross revenues of US$1.07 billion or more, (iii) the date on which we have, during the preceding three-year period, issued more than US$1 billion in non-convertible debt, or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this offering.

Otsaw Limited is a “foreign private issuer” within the meaning of the rules under the Exchange Act. Our disclosure obligations differ from those of U.S. domestic reporting companies and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers. As a result, you will have less protection than you would have if we were a domestic issuer.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed compensation of directors and executive officers. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members be independent.

As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of Otsaw Limited, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of Otsaw Limited may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote prior to issuance (or potential issuance) of securities (i) equalling 20% or more of the Company’s Class A Ordinary Shares or voting power for less than the greater of market or book value (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. We intend to comply with the requirements of Nasdaq Listing Rules to have a board with a majority of independent directors, to appoint a nominating and corporate governance committee, and in determining whether shareholder approval is required on such matters. However, we may consider following home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. Specifically, forward-looking statements may include statements relating to:

•        our ability to sell or lease our products to new and existing customers;

•        our plans to expand our product availability, distributor network and regional centers globally;

•        the limited number of deployments of some of our product, and the risk of limited market acceptance of our products;

•        availabilities and costs of the key components and materials;

•        our ability to manage and overcome supply chain challenges, including increases in the cost of an interruption in the supply or shortage of key component and materials;

•        competition from existing or future businesses and technologies;

•        Unpredictable events, such as the COVID-19 outbreak, and associated business disruptions could seriously harm our future revenues and financial condition, delay our operations, increase our costs and expenses, and impact our ability to raise capital;

•        our ability to manage our research, development, expansion, growth and operating expense;

•        our ability to obtain sufficient capital to sustain and grow our business;

•        our ability to maintain, protect and enhance our intellectual property;

•        our ability to comply with modified or new laws and regulations applicable to our business;

•        our ability to manage and maintain customers, suppliers, distributors, and business partners relationship;

•        the expected composition of the management team and board of directors;

•        our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel, including engineers, design and production personnel and service technicians;

•        our ability to introduce new products that meet our customers’ requirements;

•        our projected financial and operating information;

•        our future financial performance;

•        changes in the market, demand, customers preferences for our products and services;

•        public perception of our products, and whether customers and their employees will adopt the product offered by us;

•        expansion plans and opportunities;

•        future capital requirements and sources and uses of cash;

•        the outcome of any known and unknown litigation and regulatory proceedings;

•        overall strength and stability of domestic and international economies;

•        regulatory, legislative and political changes;

•        our ability to maintain and protect our brand; and

•        other statements preceded by, followed by or that include the words “may,” “can,” “could,” “would,” “should,” “will,” “estimate,” “plan,” “envision,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our Class A Ordinary Shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the board of directors may deem relevant.

In the event we decide to pay dividends in the future, subject to the Companies Act (As Revised) of the Cayman Islands, our board of directors may from time to time declare dividends in any currency to be paid on our Class A Ordinary Shares, and our shareholders may by ordinary resolution declare a dividend, but no dividend shall be declared in excess of the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits (including retained earnings) or share premium, provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of its business.

Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. We are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Class A Ordinary Shares. There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our subsidiaries that would affect the payment or remittance of dividends.

CAPITALIZATION

The following table sets forth our capitalization as of October 31, 2024 on a pro forma as adjusted basis giving effect to the completion of the firm commitment offering at an assumed public offering price of $[•] per share and to reflect the application of the proceeds after deducting the estimated placement fees. You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and “Use of Proceeds” and “Description of Share Capital”.

Offering ([•] Class A Ordinary Shares)

U.S. Dollars

____________

(1)      Reflects the sale of Class A Ordinary Shares in this offering (excluding any Class A Ordinary Shares that may be sold as a result of the underwriters exercising their over-allotment option) at an assumed initial public offering price of $[•] per share, and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, estimated offering expenses payable by us and advisory fees. We estimate that such net proceeds will be approximately $[•].

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A Ordinary Shares and the pro forma as adjusted net tangible book value per Class A Ordinary Share after the offering. Dilution results from the fact that the per ordinary share offering price is substantially in excess of the book value per Class A Ordinary Share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares. Our net tangible book value attributable to shareholders on October 31, 2024 was $[•] or approximately $[•] per Class A Ordinary Share. Net tangible book value per Class A Ordinary Share as of October 31, 2024 represents the amount of total assets less intangible assets and total liabilities, divided by the number of Class A Ordinary Shares outstanding.

After giving effect to the sale of [•] Class A Ordinary Shares in this offering at the assumed initial public offering price of $[•] per Class A Ordinary Share and after deducting the underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value on October 31, 2024 would have been $[•], or $[•] per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of $[•] per Class A Ordinary Share to existing investors and immediate dilution of $[•] per Class A Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Class A Ordinary Shares in this offering:

The following table sets forth the estimated net tangible book value per ordinary share after the offering and the dilution to persons purchasing Class A Ordinary Shares based on the foregoing firm commitment offering assumptions.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[•] per Class A Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value as of October 31, 2024 after this offering by approximately $[•] per Class A Ordinary Share, and would increase (decrease) dilution to new investors by $[•] per ordinary share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

If the Underwriters exercise the over-allotment option in full, the pro forma as adjusted net tangible book value per Class A Ordinary Share after the offering would be $[•], the increase in net tangible book value per Class A Ordinary Share to existing shareholders would be $[•], and the immediate dilution in net tangible book value per Class A Ordinary Share to new investors in this offering would be $[•].

The following table summarizes, on a pro forma as adjusted basis as of October 31, 2024, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Class A Ordinary Share before deducting the estimated commissions to the underwriters and the estimated offering expenses payable by us.

____________

(1)      Not including shares underly the over-allotment option.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at the pricing.

CORPORATE HISTORY AND STRUCTURE

Our Group’s history can be traced back to May 4, 2015 when Otsaw Digital Pte. Ltd. was founded by Mr. Ling Ting Ming, our chairman, director and chief executive officer, after Mr. Ling’s return to Singapore from Silicon Valley in 2015. Under the leadership of Mr. Ling, we specialize in designing, developing, and manufacturing of Autonomous Mobile Robots (“AMRs”) and other next generation robotics products and solutions, with the aim to disrupt the facilities management industry with our AI-enabled AMRs and robotics solutions in the realms of security, sanitation, last-mile delivery, logistics, and healthcare.

As of the date of this prospectus, our Group comprises Otsaw Limited and its subsidiaries, Otsaw Digital Pte. Ltd., Otsaw Digital, Inc., Otsaw Technology Solutions Pte. Ltd., Otsaw Technology Pte. Ltd., Otsaw Swisslog Healthcare Robotics Pte. Ltd., and Otsaw Swisslog Healthcare Robotics GmbH.

Corporate Structure

Otsaw Limited was incorporated on June 10, 2022 under the laws of Cayman Islands as an exempted company limited by shares. Otsaw Limited is a holding company and does not actively engage in any business or operation. We completed a share capital restructuring in May 2023 as part of our group reorganization.

Upon completion of group reorganization on May 25, 2023, Otsaw Digital Pte. Ltd., Otsaw Digital Inc., Otsaw Technology Solutions Ptd. Ltd., Otsaw Technology Pte. Ltd., Otsaw Swisslog Healthcare Robotics Pte. Ltd., Otsaw OYA Technology Solutions Inc, and Otsaw Swisslog Healthcare Robotics GmbH became Otsaw Limited’s direct and indirect subsidiaries. As a result of our group reorganization in May 2023, Otsaw Technology Solutions Pte. Ltd. became a wholly-owned subsidiary of Otsaw Digital Pte. Ltd., and an indirect wholly-owned subsidiary of Otsaw Limited.

Prior to the May 2023 group reorganization, Otsaw Digital Pte. Ltd. was the holding company of our group of companies comprising Otsaw Digital, Inc. and Otsaw Technology Solutions Pte. Ltd. (formerly known as North Star Technology Group Pte. Ltd.). Otsaw Digital Pte. Ltd. held 69.40% of the equity interest in Otsaw Technology Solutions Pte. Ltd, which directly held: a) 60% of Otsaw Swisslog Healthcare Robotics Pte. Ltd. (subsequently increasing to 73.33% on January 12, 2023, 86.66% on November 16, 2023, 93.3% on January 11, 2024, and 100% on January 20, 2025); b) 60% of Otsaw Swisslog Healthcare Robotics GmbH (subsequently increasing to 73.33% on January 12, 2023, 86.66% on November 16, 2023, 93.3% on January 11, 2024, and 100% on January 20, 2025), as the wholly owned subsidiary of Otsaw Swisslog Healthcare Robotics Pte. Ltd.; and c) 100% of Otsaw Technology Pte. Ltd. (formerly known as North Star Technology Pte. Ltd.). Otsaw Digital Pte. Ltd. was held by Ararrat Capital Pte Ltd (47.53%), Serial System International Pte Ltd (19.90%), Koh Choon Hui (16.02%), Goh Way Siong (10.41%) and other smaller shareholders.

As of the date of this prospectus, (i) the authorized share capital of Otsaw Limited is US$50,000 divided into (i) 499,999,999 Class A Ordinary Shares and (ii) 1 Class B Ordinary Share, of which 99,312,858 Class A Ordinary Shares and 1 Class B Ordinary Share are issued and outstanding, and (ii) Otsaw Limited is majority owned by Ling Ting Ming (28.22%), Serial System International Pte Ltd (15.68%), Koh Choon Hui (9.76%), Goh Way Siong (7.89%) and Waichun Logistics (5.79%), respectively.

Organization Chart

The chart below sets out our corporate structure as of the date of this prospectus and upon completion of this offering.

*        Mr. Ling Ting Ming owns the single Class B Ordinary Share in Otsaw Limited pre- and post-offering, and his total voting power pre- and post-offering is 55.1% and [•]% respectively. The pre-offering voting power of Mr. Koh Choon Hui, Serial System International Pte Ltd and the minority shareholders is 6.1%, 9.8% and 29.0% respectively, and their post-offering voting power is [•]%, [•]% and [•]% respectively.

Entities

A description of our subsidiaries is set out below.

Otsaw Digital Pte. Ltd.

Otsaw Digital Pte. Ltd. was incorporated under the laws of Singapore as a private company limited by shares on May 4, 2015. As part of a group reorganization on May 25, 2023, Otsaw Digital Pte. Ltd. became a direct wholly-owned subsidiary of Otsaw Limited with business exposure and operations in Singapore, Europe and the United States. Otsaw Digital Pte. Ltd. is the holding company of Otsaw Digital, Inc. and Otsaw Technology Solutions Pte. Ltd.

Otsaw Digital, Inc.

Otsaw Digital Inc. was incorporated in the State of Delaware, United States on July 15, 2019. It commenced its operations in March 2022, as our United States regional center and part of our U.S. market expansion endeavor. Under the leadership of Ms. Cindy Luu, the General Manager of the Otsaw Digital, Inc., the entity is responsible for business development, marketing, direct sale, and development of the distribution network in the United States and Canada.

Otsaw Technology Solutions Pte. Ltd.

Otsaw Technology Solutions Pte. Ltd. (formerly known as North Star Technology Group Pte. Ltd.) was incorporated under the laws of Singapore as a private company limited by shares on October 23, 2020. Before our restructuring in May 2023, Otsaw Technology Solutions Pte. Ltd. was 69.40% owned by Otsaw Digital Pte. Ltd. and 30.60% owned by the consortium of investors. As part of our restructuring in May 2023, Otsaw Technology Solutions Pte. Ltd. became a wholly-owned subsidiary of Otsaw Digital Pte. Ltd., and indirect wholly-owned subsidiary of Otsaw Limited.

Otsaw Technology Pte. Ltd.

Otsaw Technology Pte. Ltd. (formerly known as North Star Technology Pte. Ltd.) was incorporated under the laws of Singapore as a private company limited by shares on October 26, 2020. Otsaw Technology Pte. Ltd is wholly-owned by Otsaw Technology Solutions Pte. Ltd.

Otsaw Swisslog Healthcare Robotics Pte. Ltd.

Otsaw Swisslog Healthcare Robotics Pte. Ltd. was incorporated under the laws of Singapore as a private company limited by shares on November 18, 2021, and was 60% owned by Otsaw Technology Solutions Pte. Ltd. and 40% owned by Swisslog Healthcare. As at January 20, 2025, following the exercise of options relating to the Swisslog asset acquisition, Otsaw Swisslog Healthcare Robotics Pte. Ltd is now 100% owned by Otsaw Technology Solutions Pte. Ltd. Otsaw Swisslog Healthcare Robotics Pte. Ltd. is responsible for the marketing, sales, development, servicing, and maintenance of the TransCar AGV system in the APAC market.

Otsaw Swisslog Healthcare Robotics GmbH

Otsaw Swisslog Healthcare Robotics GmbH was incorporated under the laws of Germany as a private company with limited liability on June 14, 2021, and is 100% owned by Otsaw Swisslog Healthcare Robotics Pte. Ltd. Otsaw Swisslog Healthcare Robotics GmbH is responsible for the marketing, sales, servicing, and maintenance of the TransCar AGV system in Europe.

Key Milestones

The key milestones in the development of our Group are highlighted chronologically below:

differentiator for major e-commerce companies and numerous food and grocery delivery startups. Additionally, the COVID-19 pandemic has significantly influenced the market by accelerating digitalization and enhancing the importance of data in last-mile delivery operations.[8]

Market Trend Analysis

Multi-Purpose Interchangeable Modular Healthcare Robots

There is an increasing trend toward multi-purpose robots designed to perform a variety of tasks within healthcare settings. These robots feature modular designs that enable adaptability to diverse healthcare needs. Key application areas include hospital logistics, such as material handling and medication delivery, as well as disinfection and sanitation. Our innovative multi-purpose robot, equipped with interchangeable modular attachments, can serve multiple industries, including healthcare, logistics, and security, for various purposes simultaneously. We are confident that our robots will significantly impact the healthcare sector by addressing workforce shortages and enhancing operational efficiency.[9]

Logistic Robots for Healthcare Market

This growth is primarily driven by the need for cost-effective, efficient healthcare delivery systems, the aging population, shortages of skilled nurses and healthcare professionals, and advancements in safety controls and technologies, particularly accelerated by the COVID-19 pandemic.

Rising demand for cost-efficient healthcare delivery solutions:

Growing demand for cost-effective healthcare delivery systems is a primary factor driving AGV adoption. These robots streamline efficiency by automating essential tasks, including linen delivery, medical waste disposal, food service, medication transport, specimen handling, and equipment distribution. AGVs are engineered to seamlessly integrate into existing healthcare infrastructures, following preprogrammed routes without requiring extensive construction or modifications. This reduces operational disruptions and makes AGVs a compelling solution for healthcare providers aiming to optimize efficiency without impacting workflows. Operating continuously — without breaks or shifts — AGVs eliminate downtime and significantly reduce labor costs. This efficiency enables hospitals to achieve a strong return on investment (ROI) by lowering staffing needs for non-clinical tasks, freeing resources for direct patient care.

Aging population and health care labor shortage crisis:

The healthcare sector is facing critical labor shortages, driven by an aging population and escalating healthcare demands. U.S. Census Bureau data indicate that approximately 55.8 million people are aged 65 and older, a population particularly susceptible to a wide range of health conditions. This demographic is projected to grow, with the Census Bureau estimating an increase from 40.3 million Americans aged 65 and older in 2010 to 77 million by 2034.[10] Compounding these challenges, the Bureau of Labor Statistics anticipates a shortfall of 195,400 nurses by 2031, with demand for home health and personal care aides expected to rise by 37% by 2028. Additionally, a 2019 report from the Association of American Medical Colleges forecasts a shortage of up to 124,000 physicians over the next 12 years, including a deficit of 17,800 to 48,000 primary care physicians, posing potential implications for patient access and care.[11]

Automated Guided Vehicles (AGVs) offer a strategic solution to mitigate these labor constraints by relieving healthcare staff of non-clinical, time-intensive tasks, allowing them to focus on direct patient care. The deployment of AGVs in healthcare environments addresses operational gaps caused by workforce shortages, enhancing productivity and service delivery across healthcare facilities.

Enhanced safety and infection control through contactless AGV operations in healthcare:

The COVID-19 pandemic has underscored the importance of contactless operations in healthcare facilities, driving demand for AGVs to ensure the safe and efficient delivery of essential materials without direct human contact, thereby reducing disease transmission risks. As healthcare providers prioritize hygiene and safety, demand for AGVs is anticipated to continue increasing.

AGVs contribute to improved safety and infection control by minimizing human involvement in medical material transport, which reduces cross-contamination and infection spread — particularly critical in post-COVID-19 hospital environments. Additionally, AGVs help healthcare facilities prevent material handling errors and mitigate safety risks, including potential equipment-personnel collisions. By automating manual transport tasks, AGVs also reduce workplace injuries, supporting a safer environment for healthcare personnel.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a Singapore-based company specializing in AMRs and robotics solutions, with cutting-edge robotics software development and manufacturing capabilities. Founded in 2015, we are an innovator in advanced robotics autonomy technologies and next-generation AI. Our mission is to disrupt, revolutionize, and redefine the global facilities management industry with our AI-enabled AMRs and robotics solutions across security, disinfection, last-mile delivery, and healthcare facilities.

Leveraging our core software technologies, robot and machine outdoor autonomy expertise, and AI-enabled AMRs, our products empower customers to enhance productivity, reduce reliance on human capital, and seamlessly integrate automation into their facilities management operations. By addressing labor shortages, rising wages, and labor cost challenges, we aim to empower the entire facilities management industry globally.

For the fiscal years ended April 30, 2024, and 2023, we reported revenues of US$5.3 million and US$5.1 million, respectively, and net losses of US$6.5 million and US$6.7 million, respectively. For the six months ended October 31, 2024, and 2023, we reported revenues of US$1.8 million and US$2.8 million, respectively, and net losses of US$3.3 million and US$2.9 million, respectively. To drive growth, we are focused on advancing our core software technologies, the commercialization of our latest Autonomous Navigation System (“ANS”) Version 3, Odyssey, tailored for the AMR and robotics industry, and the expansion of our production capacity. These efforts aim to enable cost-efficient manufacturing and competitive pricing as we develop our next-generation Transcar 5.0 and Camello+ solutions.

Additionally, we are actively increasing our global presence in the security and healthcare facilities management industries by expanding our sales and marketing team, strengthening our distribution network, and pursuing strategic alliances, acquisitions, investments, and partnership opportunities.

Factors Affecting Our Results of Operations

Our business and results of operations are affected by the macroeconomic factors, including but not limited to overall economic growth rates in Singapore and globally, the penetration rate of robotic autonomy and AI technologies, regulatory, tax and geopolitical environments, the stability of our supply chain as well as costs of raw materials and components. Changes in any of these general factors could affect the demand for our principal businesses and our results of operations. Moreover, the following company-specific factors can directly impact our results of operations materially:

Our ability to introduce and commercialize new products and services

The introduction and commercialization of new products and services are important to our results of operations and financial condition. For example, the ANS Version 3 and the Odyssey, are anticipated to serve as a critical cornerstone of our future financial performance, and the continued promotion of the Odyssey is expected to exert a material impact on our financial performance. As of the date of this prospectus, we are in the early research and development stage to independently commercialize and market the ANS Version 3. The release of innovative products, such as the Odyssey, is poised to provide us with entry to previously untapped markets and clienteles, thereby fostering potential growth in our future revenue streams.

Our ability to retain skilled personnel

Our future growth and success depend significantly on the continued service and contributions of our engineers and senior management personnel. Many of these key personnel are highly skilled and experienced and are difficult to recruit and retain, particularly as we seek to expand our business with respect to our AI-enabled AMR and robotics solutions. Competition for recruiting qualified personnel is intense, and finding personnel with the combination of skills and attributes required to execute our business strategy may be difficult, time-consuming, and expensive. Consequently, the loss of any key personnel or failure to recruit, train, or retain qualified personnel could significantly negatively impact our operations.

Our ability to adopt to the rapid technology change of the market

The industry is rapidly changing technologically, with highly evolving industry standards and frequent introductions and enhancements of new products and services. Customers also expect fast technological advancements. Our future success will depend on our ability to adapt to rapidly changing technologies, align our services with evolving industry standards, and continually improve the know-how of our staff in response to the evolving demands of the marketplace. Failure to adapt to such changes would have a material adverse effect on our business and results of operations.

Intellectual Property

We rely on patented and non-patented proprietary information relating to product development, manufacturing capabilities and other core competencies of our business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality and non-disclosure agreements, as well as other security measures, are important. While we believe we have a strong patent portfolio and there is no actual or, to our knowledge, threatened litigation against us for patent-related matters, litigation or threatened litigation is a common method to effectively enforce or protect intellectual property rights. Such action may be initiated by or against us and would require significant management time and expenses.

Foreign currency exchange fluctuation

Our operations involve transactions denominated in different currencies. Consequently, fluctuations in foreign exchange rates could impact our results of operations. We shall remain vigilant in monitoring currency fluctuations and respond actively to control the impact of such fluctuations on our operations.

Impact of Israel-Palestine war, Russia’s Invasion of Ukraine and Related Supply Chain Issues

In October 2023, Israel faced a series of attacks and entered a state of conflict. Hostilities have continued along Israel’s northern border with Lebanon (involving Hezbollah), its southern border with the Gaza Strip (involving Hamas), and on other fronts from various groups in the region, including the Houthis in Yemen and militia groups in Syria and Iraq. Additionally, there have been reports of Iran launching drone and missile attacks on Israel, alongside threats of further escalation. Iran is also believed to have significant influence over groups such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen, and various militia groups in Syria and Iraq.

On February 24, 2022, Russia invaded Ukraine, triggering hostilities that have had severe regional and global repercussions. In response, many countries imposed broad-ranging economic sanctions on Russia, further escalating geopolitical tensions.

The full extent and duration of these military actions, associated sanctions, and potential market disruptions — including stock market volatility, global supply chain disruptions, and worsening global inflation — remain uncertain but could be significant. Such disruptions, along with responses like purchasing and financing restrictions, boycotts, changes in consumer preferences, sanctions, tariffs, or cyberattacks, may substantially impact the global economy and business operations.

As of the date of this prospectus, (i) we principally operate in Singapore and do not have business presence in Russia, Ukraine and the Middle-East; (ii) our industry has been less dependent on oil, natural resources or supply chain which have been disrupted by these military actions; however, (iii) we have experienced increased costs for components and logistics, along with extended product delivery times for some customers due to global supply

chain challenges. In general, we have experienced no significant financial or operational impact due to these disruptions arising from, related to, or caused by the global disruption from Russia’s invasion of Ukraine and the tensions in the Middle-East.

Key Components of Results of Operations

Revenues

Our revenues consist of (i) providing service and maintenance; (ii) sales of robots and (iii) robot as a service (leasing of robots).

The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues for the years ended April 30, 2024 and 2023:

The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues for the six months ended October 31, 2024 and 2023:

Range of service and robotic solutions:

a)           Service and Maintenance

Revenue from service and maintenance encompasses a range of support and maintenance services, including preventive and corrective maintenance of our robots, manning services, training, data transfer, and both software and hardware upgrades. Customers can opt to purchase a service and maintenance contract tailored to their requirements, offered at a fixed price without variable consideration, typically for an average term of 5 years. Revenue from provide service and maintenance is recognized over time on a straight-line basis over the period of services provided. Revenue of service and maintenance represented approximately 79.3% and 77.6% of our total revenues for the years ended April 30, 2024 and 2023, respectively. Revenue of service and maintenance represented approximately 85.3% and 82.8% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

b)           Sales of robots

Revenue from robot sales is generated through the sale of hardware and software licenses, including spare parts and services related to robot setup and commissioning. The sales income is recognized upon the products are physically delivered and accepted by the customers. Revenue from sales of robots accounted for approximately 18.0% and 17.7% of our total revenues for the years ended April 30, 2024, and 2023, respectively. Revenue from sales of robots accounted for approximately 11.3% and 14.2% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

c)           Robot as a service (“RaaS”)

Our subscription-based model offers end-users the option to lease our robots for a fixed monthly fee, which includes comprehensive maintenance and support services. The typical contract duration ranges from 1 to 5 years. Revenue from these subscriptions is recognized on a straight-line basis over the service period. Revenue from RaaS accounted for approximately 2.7% and 4.7% of our total revenues for the years ended April 30, 2024 and 2023, respectively. Revenue from RaaS accounted for approximately 3.4% and 3.0% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Revenue — Segment information

Segment results of revenue and profit (loss) are the primary measures reported to CODM for the purposes of resource allocation and performance assessment. The CODM does not review assets and liabilities by operating segment for the purpose of resource allocation and performance assessment. Therefore, only segment operating results are presented.

Revenue contribution from AMR and AGV increased to US$477,610 (FY23: US$453,863) and US$4,761,222 (FY23: US$4,582,837) respectively due to increased Sales team member hired and deployed and Sales/Distribution channels established, coupled with increased marketing activity and expenditure.

Revenue contribution from AGV decreased to US$1,623,684 (Oct 23: US$2,575,108) is largely due to the fact that the delivery of the AGV projects tends to be cyclical and significantly more of AGV revenue is taken up in the second half of FY25. We have done a current assessment of the full year FY25 AGV revenue and found it is higher as compared to FY24.

Revenue — Geographical segments

Geographical segments are analysed by three principal geographical areas, namely Asia Pacific, Europe, and North America. In presenting information on the geographical segments, revenue is based on the location of customers regardless of where the goods are shipped to.

Revenue contribution from Asia Pacific and North America increased to US$2,954,960 (FY23: US$2,850,835) and US$378,600 (FY23: US$14,500) respectively due to increased Sales team member hired and deployed and Sales/Distribution channels established, coupled with increased marketing activity and expenditure. Revenue contribution from Europe instead dropped to US$1,954,769 (FY23: US$2,245,805) as the demand dropped in tandem with the escalating energy cost arising from the war in Ukraine.

Revenue contribution from Asia Pacific and North America for the six months ended October 31, 2024 decreased to US$1,246,178 (FY23: US$1,374,999) and US$88,733 (Oct 23: US$106,000) respectively due to slowdown in the market. Revenue contribution from Europe for the six months ended October 31, 2024 dropped to US$441,072 (Oct23: US$1,286,838) as our German entity is hampered by parts and manpower shortage.

Cost of revenues

Cost of revenues primarily includes costs related to subcontracting, labor, and the materials used in the manufacturing of robots, as well as those used for maintenance services. Cost of revenue represented 68.4% and 75.3% of our total revenues for the years ended April 30, 2024 and 2023, respectively. Cost of revenue represented 73.8% and 74.2% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Gross profit and gross profit margin

The following table sets forth our gross profit and gross profit margin by revenue streams for the periods indicated.

Gross profit represents our revenues less cost of revenues. Our gross profit margin represents our gross profit as a percentage of our revenues. Our gross profit and margin are influenced by various factors, including the type of customer, project size, type and nature of services rendered, and trade volume. Our gross profit was approximately US$1.7 million and US$1.3 million, respectively, and our gross profit margin was 31.6% and 24.7%, respectively, for the years ended April 30, 2024 and 2023. Our gross profit was approximately US$465 thousand and US$714 thousand, respectively, and our gross profit margin was 26.2% and 25.8%, respectively, for the six months ended October 31, 2024 and 2023.

Other income

The following table sets forth our other income, both in absolute amount and as a percentage of total revenues, for the years ended April 30, 2024 and 2023:

Other income amounted to approximately US$0.4 million and US$0.7 million for the years ended April 30, 2024 and 2023, respectively.

Government grants of approximately US$0.1 million for the year ended April 30, 2024 primarily represented (i) Inland Revenue Authority of Singapore (IRAS) Progressive Wage Credit Scheme Fund by the Singapore Government to provide transitional wage support for employers; (ii) Capital Construction Fund granted by the SG Innovate, designed to support entrepreneurial scientists to launch, prove, build, and scale deep tech innovations from Singapore to the world; and (iii) Enterprise Development Grant (EDG) Innovation & Productivity Grant by the Singapore Government to provide support for innovation projects. In addition, the Swisslog consideration adjustment represented deferred consideration adjustments due to unmet revenue targets, as specified in the Swisslog’s AGV business acquisition agreement with Swisslog Healthcare Holdings AG. Furthermore, the miscellaneous expense of US$35,996 primarily arose from the write-off of internally developed intangible assets.

Government grants of approximately US$0.2 million for the year ended April 30, 2023 primarily represented (i) IRAS Progressive Wage Credit Scheme Fund by the Singapore Government to provide transitional wage support for employers; (ii) IRAS job growth incentive provided by the Singapore Government under the Job Support Scheme to stimulate employment growth; (iii) Grants provided by Infocomm Media Development Authority (“IMDA”) of Singapore to promote the innovation of AMR development; and (iv) P-Max Assistance Grant under P-Max Program to help small and medium-sized enterprises (SMEs) to better recruit, train, manage and retain their newly-hired Professionals, Managers, Executives and Technicians (PMETs). In addition, the Swisslog consideration adjustment represented deferred consideration adjustments due to unmet revenue targets, as specified in the Swisslog’s AGV business acquisition agreement with Swisslog Healthcare Holdings AG. Furthermore, miscellaneous income of US$36,821 represented other ancillary services income, which is not within the scope of revenue.

The following table sets forth our other income, both in absolute amount and as a percentage of total revenues, for the six months ended October 31, 2024 and 2023:

No material fluctuations of noted.

Operating expenses

Sales and marketing expenses

Sales and marketing expenses include salaries and contributions to retirement benefit schemes for our sales and marketing employees, travel and business development expenses covering both domestic and international travel, as well as other expenditures incurred in the pursuit of business development and expanding our business network. Sales and marketing expenses accounted for 19.5% and 29.3% of our total revenues for the years ended April 30, 2024 and 2023, respectively. Sales and marketing expenses accounted for 20.6% and 19.2% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

General and administration expenses

General and administration expenses mainly comprise (i) salaries and contributions to retirement benefit schemes for our administration and operation employees; (ii) services fee for audit, legal, and other professional services; (iii) rental and related expenses for leasing of our office premises; (iv) IT support software subscription and telecommunication support for daily administration work; (v) foreign currency exchange loss (gain) resulting from the exchange difference in remeasuring foreign currency balances; (vi) inventory written off and obsolete provision; and (vii) depreciation of our property, plant and equipment, amortization of our intangible assets primarily related to favorable rights, contract backlogs, and customer relationships, and other office operating expenses. General and administration expenses accounted for 98.0% and 103.7% of our total revenues for the years ended April 30, 2024 and 2023, respectively. General and administration expenses accounted for 141.6% and 86.2% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Research and development expenses

Research and development expenses include salaries and contributions to retirement benefit schemes for our research and development employees, as well as amortization of our intangible assets primarily related to IP and R&D software, and other research and development expenses. Research and development expenses accounted for 16.5% and 23.8% of our total revenues for the years ended April 30, 2024 and 2023, respectively. Research and development expenses accounted for 20.9% and 9.5% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Finance cost

Finance costs primarily consisted of accrued interest from loans from related parties and third parties, and interest expense from lease liability. Finance costs accounted for 26.6% and 13.6% of our total revenues for the years ended April 30, 2024 and 2023, respectively. Finance costs accounted for 28.9% and 15.0% of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Income tax expenses

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income, corporation or capital gains tax in the Cayman Islands. In addition, our payment of dividends, if any, is not subject to withholding tax in the Cayman Islands.

Singapore

Our operating subsidiary in Singapore is subjected to Singapore Corporate Income Tax. For the years ended April 30, 2024 and 2023, and six months ended October 31, 2024 and 2023, we were subject to a tax rate of 17% on the entire chargeable income, if any. Income tax accounted for 1.4% and nil of our total revenues for the years ended April 30, 2024 and 2023, respectively. Income tax accounted for nil and nil of our total revenues for the six months ended October 31, 2024 and 2023, respectively.

Under relevant Singapore tax laws save for any form of fraud or willful default, the statutory time limit for the IRAS to raise any assessments or additional assessments is generally 4 years after the expiry of the particular year of assessment for Corporate Income Tax, and 5 years after the end of the prescribed accounting period for Goods and Services Tax. As of October 31, 2024, April 30, 2024 and 2023, we had no open tax investigations from the tax authority and we do not consider that there was any uncertain tax position as of those dates.

Germany

Our subsidiary in Germany is subject to German corporate income tax (Körperschaftsteuer) at a uniform rate of 15% plus the solidarity surcharge (Solidaritätszuschlag) of 5.5% thereon, resulting in a total tax rate of 15.825%.

United States

Under the current U.S. federal corporate income tax law, our subsidiary in the United States is subject to 21% income tax on its taxable income generated from operations in the United States. Our subsidiary in the United States does not have any taxable income for all periods presented.

Results of Operations for the Fiscal Years Ended April 30, 2024 and 2023

The following table sets forth a summary of our consolidated results of operations for the years ended April 30, 2024 and 2023 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.

Year Ended April 30, 2024 Compared to Year Ended April 30, 2023

Revenues

Total revenues increased by 3% from US$5.1 million for the year ended April 30, 2023 to US$5.3 million for the year ended April 30, 2024. This growth was primarily driven by an increase in the revenue from service and maintenance, as well as the revenue from sales of robots. However, it was partially offset by a decline in revenue from RaaS.

Service and maintenance — Revenue from service and maintenance slightly increased by approximately US$0.2 million, or 5.8%, from approximately US$4.0 million for the year ended April 30, 2023, to approximately US$4.2 million for the year ended April 30, 2024, which was mainly due to the increase in service prices and rates. Specifically, the prices and rates for hospital projects rose by 5% during the year ended April 30, 2024, compared to last year, in order to cater for inflation.

Sales of robots — Sales of robots slightly increased by US$51,616, or 5.7%, from approximately US$0.9 million for the year ended April 30, 2023, to approximately US$1.0 million for the year ended April 30, 2024. This was due to the increase in demand from customers for the products of O-R3 and Camello. To adapt to evolving technology and market demands, we continuously innovate. As part of this effort, we launched the second generation of Camello, Camello+, which will also serve as our future revenue growth point.

Robot as a service — Revenue from Robot as a service dropped by approximately US$0.1 million, or 42.9%, from approximately US$0.2 million for the year ended April 30, 2023, to approximately US$0.1 million for the year ended April 30, 2024. This decline was due to the discontinuation of the O-RX and O-R2 leases during the year ended April 30, 2024, as we observed a significant shift in customer priorities following the pandemic.

Key factors contributing to this decline include:

•        Decreased urgency for pandemic-driven solutions — Demand for autonomous disinfection and concierge robots declined as pandemic-related restrictions eased.

•        Rapid technological advancements and changing customer preferences — Rapid innovation in robotics have shortened product life cycles, with customers seeking next-generation robotics with enhanced AI capabilities and greater efficiency. As a result, they were less inclined to commit to long-term RaaS agreements unless it was new technology.

In response to evolving technology and market demands, we have launched a new generation product, Camello+, a next-generation autonomous delivery and security robot designed to offer enhanced efficiency, improved AI capabilities, and seamless integration with modern logistics systems. Camello+ combines both the Camello and O-R3 models, addressing customer feedback for greater reliability, scalability, and adaptability in diverse operational environments.

Cost of revenues

Cost of revenues decreased by US$234,797 or 6.1% from approximately US$3.8 million for the year ended April 30, 2023 to US$3.6 million for the year ended April 30, 2024. This trend was attributable to improved cost controls and the launch of the new generation products, which are more cost-efficient.

Gross profit

Our gross profit increased by approximately US$0.4 million or 32.7%, from approximately US$1.3 million for the year ended April 30, 2023 to approximately US$1.7 million for the year ended April 30, 2024. Our gross profit margin for the year ended April 30, 2024, was approximately 31.6%, compared to approximately 24.7% for the year ended April 30, 2023.

Gross profit margin of Service and Maintenance revenue increased to 29.2% for the year ended April 30, 2024, compared to 21.9% for the year ended April 30, 2023. This improvement was primarily due to the successful execution of larger and more complex projects, which allowed us to charge higher margins. Additionally, we implemented better cost controls for services, increasing profitability by bringing in skilled and capable staff to handle complex projects and reducing reliance on subcontractors.

Gross profit margin of Sales of robots increased to 38.8% for the year ended April 30, 2024, compared to 32.7% for the year ended April 30, 2023, and the gross profit margin of RaaS increased to 55.5% for the year ended April 30, 2024, compared to 40.0% for the year ended April 30, 2023. The increase in the gross profit margin for the two revenue streams was primarily driven by the successful launch of new-generation products that closely follow technological and market trends. The upgraded products typically yield a relatively higher gross profit margin than the old generation products.

Other income

Other income decreased by approximately US$0.3 million from approximately US$0.7 million for the year ended April 30, 2023 to approximately US$0.4 million for the year ended April 30, 2024. This decrease was primarily due to a change in the consideration value for the acquisition of Swisslog’s AGV business. The acquisition consideration was initially calculated based on the anticipated revenue at the time of the acquisition; however, it is variable and subsequently adjusted based on the actual revenue. Variances between actual and anticipated revenue impact the estimated value of the consideration.

Operating expenses

General and administrative expenses primarily comprise personnel-related costs for executive management and administrative functions, including finance and accounting, human resources, general corporate expenses, and general insurance. These expenses also include depreciation of property and equipment, amortization of our intangible assets primarily related to favorable rights, contract backlogs, and customer relationships, as well as amortization of right-of-use assets, and are recognized as incurred.

For the year ended April 30, 2024, general and administrative expenses decreased by US$117,354 or 2.2%, compared to the year ended April 30, 2023. The decline was primarily attributed to the absence of a US$0.77 million obsolescence provision and asset write-off recorded in the prior year. Additionally, audit and legal fees decreased by US$0.23 million compared to the prior year. The decline was offset mainly by an increase in salaries and wages of US$0.44 million and a foreign exchange impact of US$0.44 million.

Sales and marketing expenses decreased by approximately US$0.46 million to approximately US$1.0 million for the year ended April 30, 2024. This decrease was primarily driven by the non-recurrence of the commission payment in relation to the fundraising activities.

Research and development expenses decreased by approximately $0.3 million, totaling approximately $0.9 million for the year ended April 30, 2024. This decrease is attributable to the capitalization of development-related expenditures for internally generated intangible and tangible assets, in accordance with IFRS guidelines.

Finance cost

Finance cost increased by approximately US$0.7 million from approximately US$0.7 million for the year ended April 30, 2023 to approximately US$1.4 million for the year ended April 30, 2024. The increase was mainly due to the average interest rate of the director loan increasing from 6% for the year ended April 30, 2023 to 12% for the year ended April 30, 2024.

Loss before income taxes

We had a loss before income taxes of approximately US$6.5 million and approximately US$6.7 million for the years ended April 30, 2024 and 2023, respectively. The reduction in loss before income taxes was directly attributed to decreased operating expenses, as we focused our efforts on enhancing operational efficiency. However, this decrease was partially offset by an increase in finance costs due to higher interest expenses on director loans, which provide funding for our daily operations.

Income tax expense

Income tax expenses increased significantly from US$1,656 for the year ended April 30, 2023 to US$71,686 for the year ended April 30, 2024. The increase was mainly due to the rise in security transfer tax, which was caused by our external equity acquisitions and inter-company equity transactions during the year ended April 30, 2024.

Net Loss

As a result of the foregoing factors, net loss decreased by 2.7% from US$6.7 million for the year ended April 30, 2023 to US$6.5 million for the year ended April 30, 2024.

Segment Results of Operations

The following table sets forth the segment revenue and operating profit for the periods presented.

Revenue contribution from AMR and AGV increased to US$477,610 (FY23: US$453,863) and US$4,761,222 (FY23: US$4,582,837) respectively due to increased sales team members hired and deployed and Sales/Distribution channels established, coupled with increased marketing activity and expenditure. Cost of revenue for AMR decreased to US$134,113 (Apr 23: US$187,427) due to low cost incurred on sales of outgoing AMR models which enjoys cost efficiencies. Cost of revenue for AGV increased to US$3,470,774 (April 23: US$3,460,210) in line with its revenue increase. The total operating expenses for AMR decreased to US$3,637,610 (Apr 23: US$4,778,805) due to cost efficiencies of selling matured models with internally-generated costs. Comparatively the total operating expenses for AGV went up to US$2,335,392 (Apr 23: US$1,945,260) as its cost base comprises higher external component and thus in line with the increase in AGV revenue.

Results of Operations for the Six Months Ended Oct 31, 2024 and 2023

The following table sets forth a summary of our consolidated results of operations for the periods ended October 31, 2024 and 2023 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.

Period Ended October 31, 2024 Compared to Period Ended October 31, 2023

Revenues

Total revenues decreased by 35.8% from US$2.8 million for the period ended October 31, 2023 to US$1.8 million for the year ended October 31, 2024. This decrease was primarily due to the fact that the delivery of the AGV projects tends to be cyclical and significantly more of AGV revenue is taken up in the second half of FY25. We have done a current assessment of the full year FY25 AGV revenue and found it is higher as compared to FY24. There were also some sales loss during transition from old to new models’ introduction to the market.

Service and maintenance — Revenue from service and maintenance decreased by approximately US$0.8 million, or 33.9%, from approximately US$2.3 million for the year ended October 31, 2023, to approximately US$1.5 million for the year ended October 31, 2024, which was due to lower number of contracts serviced during this period.

Sales of robots — Sales of robots slightly decreased by US$192,697, or 48.9%, from approximately US$0.4 million for the period ended October 31, 2023, to approximately US$0.2 million for the period ended October 31, 2024. This is due to lower sales from existing models being phased out and new models have yet to be on sale.

Robot as a service — Revenue from Robot as a service dipped by approximately US$21,946, or 27.0%, from approximately US$0.08 million for the period ended October 31, 2023, to approximately US$0.06 million for the period ended October 31, 2024. This decline is immaterial.

Cost of revenues

Cost of revenues decreased by US$742,742 or 36.2% from approximately US$2.1 million for the period ended October 31, 2023 to US$1.3 million for the period ended October 31, 2024. This trend is in line with the decrease in revenue reported for the period ended October 31, 2024.

Gross profit

Our gross profit decreased by approximately US$0.2 million or 34.9%, from approximately US$0.7 million for the period ended October 31, 2023 to approximately US$0.5 million for the period ended October 31, 2024. Our gross profit margin for the period ended October 31, 2024, was approximately 26.2%, compared to approximately 25.8% for the period ended October 31, 2023. Gross profit margin improved mildly across categories due to higher mix of low cost models being sold as newer and more costly models have yet to be sold.

Other income

No material fluctuations in other income.

Operating expenses

General and administrative expenses primarily comprise personnel-related costs for executive management and administrative functions, including finance and accounting, human resources, general corporate expenses, and general insurance. These expenses also include depreciation of property and equipment, amortization of our intangible assets primarily related to favorable rights, contract backlogs, and customer relationships, as well as amortization of right-of-use assets, and are recognized as incurred.

For the period ended October 31, 2024, general and administrative expenses increased by US$159,481 or 6.7%, compared to the period ended October 31, 2023. The increase is mainly due to increased IPO activity-related spending as well as due to the increase in headcount.

Sales and marketing expenses decreased by approximately US$166,792 to approximately US$0.4 million for the period ended October 31, 2024. This decrease was primarily due to reduced sales activity for the period ended October 31, 2024.

Research and development expenses increased by approximately $0.1 million, totaling approximately $0.4 million for the period ended October 31, 2024. This increase is attributable to the increased headcount in this department for the purpose of impending new model development.

Finance cost

Finance cost increased by approximately US$0.1 million from approximately US$0.4 million for the period ended October 31, 2023 to approximately US$0.5 million for the period ended October 31, 2024. The increase was mainly due to the higher borrowings for the period ended October 31, 2024.

Operating activities

Net cash used in operating activities for the year ended April 30, 2024 was approximately US$2.3 million, the difference between our net loss of approximately US$6.5 million and the net cash used in operating activities was primarily attributable to (i) depreciation and amortization expense of US$1.4 million on property, plant and equipment, intangible assets based on our accounting policies; (ii) finance cost of US$1.4 million in relation to loans from related parties; (iii) impairment and write off of assets of US$0.2 million; (iv) a decrease in inventories of US$0.4 million, primarily attributable to the decrease in components for the production of robots; and (v) an increase of approximately US$0.8 million in trade and other payables, which was primarily attributable to the increase in accrued interest on related party loans, the increase in deposits received due to the expansion of business, and partially offset by a decrease in deferred consideration payable to Swisslog Healthcare Holding AG for the acquisition of Swisslog assets.

Net cash used in operating activities for the year ended April 30, 2023 was approximately US$4.6 million, the difference between our net loss of approximately US$6.7 million and the net cash used in operating activities was primarily attributable to (i) depreciation and amortization expense of US$1.5 million on property, plant and equipment, intangible assets based on our accounting policies; (ii) finance cost of US$0.7 million in relation to loans from related parties; (iii) impairment and write off of assets of approximately US$1.0 million; (iv) an increase of approximately US$0.2 million in trade and other payables, which aligned with the expansion in sales activities, leading to an increase in purchase of components to support operations; partially offset by (v) an increase in inventories of US$0.3 million, primarily attributable to predictable sales growth expectations; and (vi) an increase of approximately US$0.5 million in trade and other receivables due to intensified sales activities with our customers near the year end.

Investing activities

Net cash used in investing activities for the years ended April 30, 2024 and 2023 was approximately US$0.5 million and US$0.3 million, respectively, which was entirely spent on the purchase of property, plant and equipment and investment in intangible assets.

Financing activities

Net cash generated from financing activities for the year ended April 30, 2024 was approximately US$2.8 million. This was primarily due to (i) proceeds from related party loans of approximately US$3.8 million; (ii) repayment of related party loans of approximately US$0.7 million; and (iii) repayment of lease liabilities of approximately US$0.3 million.

Net cash generated from financing activities for the year ended April 30, 2023 was approximately US$4.1 million. This was primarily due to (i) proceeds from related party loans of approximately US$8.2 million; (ii) repurchase of ordinary shares of approximately US$0.8 million; (iii) repayment of other financial liability of approximately US$3.1 million; and (iv) repayment of lease liabilities of approximately US$0.3 million.

Cash Flows for the Six Months Ended October 31, 2024 and 2023

The following table sets forth a summary of our cash flows for the six months ended October 31, 2024 and 2023 as indicated.

Operating activities

Net cash used in operating activities for the period ended October 31, 2024 was approximately US$1.5 million, the difference between our net loss of approximately US$3.3 million and the net cash used in operating activities was primarily attributable to (i) depreciation and amortization expense of US$0.8 million on property, plant and equipment, intangible assets based on our accounting policies; (ii) finance cost of US$0.5 million in relation to loans from related parties; (iii) impairment and write off of receivables of US$0.2 million; (iv) an increase in trade Trade and other payables of US$0.6 million and partially offset by a decrease in payable to Swisslog Healthcare Holding AG for the acquisition of Swisslog assets.

Net cash used in operating activities for the period ended October 31, 2023 was approximately US$0.8 million, the difference between our net loss of approximately US$2.8 million and the net cash used in operating activities was primarily attributable to (i) depreciation and amortization expense of US$0.7 million on property, plant and equipment, intangible assets based on our accounting policies; (ii) finance cost of US$0.4 million in relation to loans from related parties; (iii) an increase of approximately US$0.6 million in trade and other payables, which is in line with level of sales activities; and partially offset by; (v) an increase in inventories and trade and other receivables of US$0.1 million, primarily attributable to billing and incoming inventory for imminent projects.

Investing activities

Net cash used in investing activities for the periods ended Oct 31, 2024 and 2023 was approximately US$0.7 million and US$0.1 million, respectively, which was entirely spent on the purchase of property, plant and equipment and investment in intangible assets.

Financing activities

Net cash generated from financing activities for the period ended October 31, 2024 was approximately US$2.3 million. This was primarily due to (i) proceeds from third party loans of approximately US$1.5 million; and (ii) related party loans of approximately US$1.1 million; offset by (iii) repayment of related party loans of approximately US$0.1 million; and (iv) repayment of lease liabilities of approximately US$0.2 million.

Net cash generated from financing activities for the period ended October 31, 2023 was approximately US$1.0 million. This was primarily due to (i) proceeds from related party loans of approximately US$1.4 million; offset by (ii) repayment of related party loans of approximately US$0.2 million; and (iv) repayment of lease liabilities of approximately US$0.2 million.

Quantitative and Qualitative Disclosures about Market Risks

Foreign currency translation and foreign currency risks

Our reporting currency is United States Dollars (“US$”). The functional currency of our company and our subsidiaries incorporated in Cayman, and United States, is US$. The functional currency of our subsidiary incorporated in Germany is euro (“EUR”), and the functional currency of our Singapore subsidiaries is Singapore dollar (“SGD”). Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulted exchange differences are recorded as general and administration expenses in the consolidated statements of loss and other comprehensive loss.

The financial statements of our subsidiaries in Singapore and Germany are translated from their functional currency into US$. Assets and liabilities are translated into US$ using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings or deficits generated in the current period are translated into US$ using the appropriate historical rates. Revenues, expenses, gains and losses are translated into US$ using the average exchange rates for the relevant period. The resulted foreign currency translation adjustments are recorded as a component of other comprehensive income or loss in the consolidated statements of loss and other comprehensive loss, and the accumulated foreign currency translation adjustments are recorded in currency translation reserve as a component of consolidated statements of change in equity.

Critical Accounting Estimates

Impairment of intangible assets

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. We estimate the useful lives of intangible assets to be 2 to 10 years. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. We also test our intangible assets not yet available for use for impairment annually by comparing their respective carrying amounts with their corresponding recoverable amounts.

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies”.

BUSINESS

Overview

We are a Singapore-based company specializing in AMRs and robotics solutions, with cutting-edge robotics software development and manufacturing capabilities. Founded in 2015, we are an innovator in advanced robotics autonomy technologies and next-generation AI. Our mission is to disrupt, revolutionize, and redefine the global facilities management industry with our AI-enabled AMRs and robotics solutions across security, disinfection, last-mile delivery, and healthcare facilities.

Leveraging our core software technologies, robot and machine outdoor autonomy expertise, and AI-enabled AMRs, our products empower customers to enhance productivity, reduce reliance on human capital, and seamlessly integrate automation into their facilities management operations. By addressing labor shortages, rising wages, and labor cost challenges, we aim to empower the entire facilities management industry globally.

For the fiscal years ended April 30, 2024, and 2023, we reported revenues of US$5.3 million and US$5.1 million, respectively, and net losses of US$6.5 million and US$6.7 million, respectively. For the six months ended October 31, 2024, and 2023, we reported revenues of US$1.8 million and US$2.8 million, respectively, and net losses of US$3.3 million and US$2.9 million, respectively. To drive growth, we are focused on advancing our core software technologies, the commercialization of our latest Autonomous Navigation System (“ANS”) Version 3, Odyssey, tailored for the AMR and robotics industry, and the expansion of our production capacity. These efforts aim to enable cost-efficient manufacturing and competitive pricing as we develop our next-generation Transcar 5.0 and Camello+ solutions.

Additionally, we are actively increasing our global presence in the security and healthcare facilities management industries by expanding our sales and marketing team, strengthening our distribution network, and pursuing strategic alliances, acquisitions, investments, and partnership opportunities.

Market Opportunities

The global facility management market size was valued at USD 1,277.8 billion in 2023 and is projected to grow from USD 1,315.7 billion in 2024 to USD 2,284.8 billion by 2032, exhibiting a compound annual growth rate of 8.2% during the forecast period2. We believe the world is entering a new era where AMRs, robotics and AI are becoming increasingly prevalent in the facilities management for residential communities, hospitals, hotels, office blocks, parks, airports, train stations, university campuses, shopping malls, and warehouses. Every such facility requires guarding, cleaning and delivery services. However, aging populations, inflation, structural labor changes and shortages, high labor turnover rate, rising labor costs, and post-COVID health-conscious human behavior changes have created acute challenges for the facilities management industry, especially in the realm of security, sanitation, healthcare, and delivery, where the jobs and tasks involved may be dangerous, tedious, repetitive, or generally less desirable. These existing labor challenges were further intensified during the COVID-19 pandemic following government containment measures such as lock-downs, social distancing, and mobility and travel restrictions. We believe that the shortage of a security, cleaning and delivery workforce will persist as new facilities and buildings continue to be built.

Furthermore, we believe the COVID-19 pandemic had a significant impact on the healthcare industry. Due to what we believed to be a shortage of healthcare workers, low productivity and a surge in patients, some hospitals were pushed to capacity, draining the healthcare resources. Hospitals were forced to make difficult decisions in order to prioritize care for critically ill patients while avoiding infecting healthcare workers. Thus we believe there was an immediate and critical need to improve the infrastructure and redeploy the workforce to cope with labor shortages in the healthcare industry that may occur again in the future.

We believe these and similar challenges create demand for robotic and AMR substitutes, and we aspire to disrupt the facilities management industry with our AI-enabled AMRs and robotics solutions in the realms of security, disinfection, sanitation, last-mile delivery, logistics, and healthcare. We designed our advanced AI-enabled AMRs and robotics solutions to assist humans augmenting the tasks in roles such as security guards, sanitation workers, delivery workers,

receptionists, and manual laborers, among other examples. Our integrated AMR and robotics solutions enable our customers to automate their services, boost productivity, reduce reliance on human capital, and free labor by allowing humans to focus on higher-value work.

The projected compound annual growth rate (CAGR) of 8.2% for the global facility management market from 2024 to 2032 is based on several material assumptions:

•        Continued Urbanization and Industrialization:    The assumption that rapid urbanization, infrastructure development, and industrial expansion will persist globally, especially in emerging economies (APAC regions), driving demand for comprehensive facility management solutions.

•        Technological Advancements:    The expectation that technological innovations such as IoT (Internet of Things), artificial intelligence (AI), automation, and advanced software solutions will continue to be integrated into facility management practices, significantly enhancing operational efficiency, predictive maintenance capabilities, and resource optimization.

•        Increased Outsourcing Trends:    The assumption that organizations will increasingly outsource non-core activities, including facility management services, to specialized third-party providers to achieve cost efficiencies, improved service quality, and better resource allocation.

•        Sustainability and Regulatory Compliance:    The assumption that sustainability initiatives, energy efficiency goals, and stricter regulatory compliance requirements will continue to gain importance worldwide. This trend is expected to drive demand for advanced facility management solutions focused on environmental sustainability and green building practices.

•        Investment in Infrastructure Development:    The assumption of sustained government and private sector investments in infrastructure projects across sectors such as transportation, healthcare, commercial real estate, and industrial facilities. For instance, significant infrastructure spending by governments (e.g., China’s planned investment of approximately USD 394 billion in building infrastructure) is expected to create substantial opportunities for facility management services.

•        Post-Pandemic Workplace Dynamics:    An assumption that the hybrid work model adopted post-pandemic will remain prevalent or expand further, necessitating enhanced workplace management solutions to ensure employee health, safety, productivity, and efficient space utilization.

These underlying assumptions are critical to the realization of the projected CAGR of 8.2% for the global facility management market through 2032. Any significant deviations or disruptions in these trends — such as economic downturns affecting infrastructure investments, slower-than-expected technological adoption rates, regulatory changes impacting outsourcing practices, or shifts in workplace models — could materially impact actual market growth outcomes compared to these projections.

Our Solutions

We design, develop, manufacture, market, maintain, service, and support various advanced AI-enabled AMRs, Ultraviolet-C (“UV-C”) disinfection system, hospital intralogistics automated guided vehicles (“AGVs”) and other robotics solutions, which are empowered by our proprietary core robotics software and outdoor autonomy technology. What we believe to be our innovative and reliable AMRs, AGVs, UV-C disinfection system and other robotics solutions (collectively “our products”), together with our highly-scalable software technologies and robotics outdoor autonomy expertise, enable us to form an AMR and robotics ecosystem and provide our AI-enabled AMRs and robotics solutions which are capable of seamlessly integrating with other service providers in the facilities management industry. Our AMRs, robotics, and disinfection solutions can be deployed in a broad spectrum of facilities management service scenarios, including commercial and residential property management, hospital intralogistics management, disinfection protocol management, and supply-chain logistics management.

Our innovative AMRs, AGV, robotics, and UV-C disinfection systems include:

Security Patrol AMR:

•        The O-R3.    The O-R3 is our autonomous security patrol AMR to be primarily used outdoors. The O-R3 is our AMR solution to the security industry’s human capital crunch. We consider O-R3 as the bellwether of our proprietary software technology and robotics outdoor autonomous expertise. The O-R3 robot is designed to autonomously patrol, survey, and monitor a geo-fenced area to augment the security operations, with real-time on-site data collection and analysis ability.

Last-Mile Delivery AMR:

•        Camello+.    In January 2024, we launched the second generation of Camello, Camello+. Camello+ challenges the conventional robotics approach by shifting from a single-purpose robot to a versatile, multi-purpose design. Camello+ is an AMR engineered to provide a flexible solution for both delivery and security applications. It navigates seamlessly through both indoor and outdoor environments, offering customization options for various use cases, including healthcare logistics and last-mile e-commerce deliveries. Its application-dependent software allows end users to conveniently toggle between security and delivery functions. This innovative approach sets a new standard for adaptability and efficiency in the field of robotics. Camello+ is our autonomous last-mile delivery AMR designed as a robotic “courier” for on-demand logistics services, capable of securely delivering up to 132lbs of cargoes, including parcels and groceries, to end-users customers from a distribution hub.

Healthcare Intralogistics AGVs:

TransCar.    TransCar is an AGV that is utilized for intralogistics within hospital facilities to transport heavy, bulky or palletized goods. The TransCar AGV system was initially developed and commercialized by Swisslog Healthcare in 2004, and as of the date of this prospectus there are over 580 installed TransCar AGV systems in EMEA and APAC markets. In December 2021, Otsaw Technology Solutions Pte. Ltd. and Swisslog Healthcare established a joint venture, the Otsaw-Swisslog JV. Through the Otsaw-Swisslog JV, we sell the TransCar AGV systems globally and provide maintenance and support services for the installed TransCar AGV systems in EMEA and APAC together with Swisslog Healthcare. Swisslog Healthcare is currently transferring the know-hows and the technologies in relation to TransCar AGV system to Otsaw, and we are in the early research and development stage to upgrade the TransCar AGV to the next generation, Transcar 5.0, which will be empowered by Otsaw’s proprietary core software technologies and robotics autonomy expertise. As of the date of this prospectus, we have conducted a successful trial of TransCar 5.0 in a public hospital in Singapore, and we expect to launch production of TransCar 5.0 by Q4 2025, with our first commercial deployment targeted for Q1 2026.

UV-C Disinfection System:

•        AirGuard.    UV-C LED modules installed within heating, ventilation, and air conditioning (“HVAC”) systems of buildings and vehicles to disinfect airborne bacteria and viruses at a disinfection efficacy of 99.99%.