As filed with the U.S. Securities and Exchange Commission on September 29, 2025

Registration No. 333-290077

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SMJ INTERNATIONAL HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

31 Jurong Port Road

#02-20 Jurong Logistics Hub, Singapore 619115
+65 6261-1212

(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 for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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, 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 number of the earlier effective registration statement for the same offering. ☐

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. ☐

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 said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SMJ INTERNATIONAL HOLDINGS INC.

2,500,000 Class A Ordinary Shares

This is the initial public offering of SMJ International Holdings Inc. Prior to this Offering, there has been no public market for our Class A Ordinary Shares. It is currently estimated that the initial public offering price per Class A Ordinary Share will be between US$[4.00] and US$[5.00]. We have applied to list our Class A Ordinary Shares on the NYSE American Market under the symbol “[●].” We cannot guarantee that we will be successful in listing our Class A Ordinary Shares on the NYSE American. This Offering is conditioned upon the successful listing of our Class A Ordinary Shares on the NYSE American Market. If the NYSE American Market does not approve our listing application this initial public offering will be terminated.

Investing in the Class A Ordinary Shares involves risks. See section titled “Risk Factors” beginning on page 13 of this prospectus.

Holders of our Class A Ordinary Shares are entitled to one vote per share on all matters subject to a vote at general meetings of our Company, and holders of Class B Ordinary Shares are entitled to 10 votes per share on all matters subject to a vote at general meetings of our Company. See “Description of Share Capital” on page 88 of this prospectus. 

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. We will also be a “controlled company” under NYSE American Company Guide Section 801(a), which affords us certain corporate governance exemptions upon the completion of this Offering. See section titled “Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’ and a ‘Controlled Company’” for additional information.

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

We expect our total cash expenses for this Offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately US$[1.1] million, exclusive of the above discounts. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

We will not consummate and close this Offering without a listing approval letter from NYSE American Market. This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares if any such shares are taken. We have granted the underwriters an option for a period of 45 days after the closing of this Offering to purchase up to 15% of the total number of our Class A Ordinary Shares to be offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. If we complete this Offering, net proceeds will be delivered to us on the closing date.

Following the conclusion of this Offering, a group consisting of Lui Oi Kheng and her daughters, Rena Ho and Nellie Ho, will own a total of approximately 86.5% of the total voting power of our issued and outstanding share capital immediately following the completing of this Offering assuming the underwriters do not exercise their over-allotment option, or 86.3% of our total voting power if the underwriters exercise their over-allotment option in full, making them “controlling shareholders” pursuant to applicable law. Rena Ho is a Director and CEO of the Company while Nellie Ho is a Director and Deputy CEO of the Company. This gives the group significant influence over matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets, and that the group will control the outcome of such matters. Thus, upon listing on the NYSE American, we will be a “controlled company” under NYSE American Company Guide Section 801(a), which affords us certain corporate governance exemptions. As a “controlled company,” we are exempt by Section 801(a) of the NYSE American listing standards from the requirements of Sections 802(a), 804, and 805 of the NYSE American listing standards that would otherwise require us to have (i) a majority of the board of directors consist of “independent” directors under the listing standards of the NYSE American, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements of the NYSE American, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of the NYSE American. Consequently, we are exempt from independent director requirements of Sections 802(a), 804, and 805 of the NYSE American listing standards, except for the requirements under Section 802(c) of the NYSE American thereof pertaining to executive sessions of independent directors and those under Section 803(B)(2) of the NYSE American pertaining to the Audit Committee. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE American. See section titled “Prospectus Summary — Implications of Being a Controlled Company” on page 9 of this prospectus for additional information.

The underwriters expect to deliver the Class A Ordinary Shares to purchasers against payment on or about [●], 2025.

The date of this prospectus is                   , 2025.

TABLE OF CONTENTS

The definitions of certain capitalized terms used in this prospectus can be found in the section titled “Conventions That Apply to this Prospectus” beginning on page ii of this prospectus.

For investors outside the United States: 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 the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares and the distribution of this prospectus outside the United States.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these 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 cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

Conventions That Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we”, “us”, “our”, “Company”, “Group”, “our Company”, “our Group”, and “SMJ” is a reference to SMJ International Holdings Inc., a Cayman Islands entity that will issue the Class A Ordinary Shares being offered, and its subsidiaries taken as a whole.

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

Other Companies, Organizations and Agencies

General 

Currencies, Units and Others

The accompanying consolidated financial statements are presented in Singapore dollars (“S$”), which is the reporting currency of our Company. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise noted, all translations from U.S. dollars to Singapore dollars in this prospectus were calculated at the rate of S$1.3406=US$1, as set forth in the statistical release of the Federal Reserve System on 28 March 2025. No representation is made that the Singapore dollars amounts could have been, or could be, converted, realized or settled into US$ at that rate, or at any other rate. Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Certain of our customers and suppliers are referred to in this prospectus by their trade names. Our contracts with these customers and suppliers are typically with an entity or entities in the relevant customer or supplier’s group of companies.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a significant level of risk. Before investing in our Class A Ordinary Shares, you should carefully consider all of the risks and uncertainties described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. The following section describes some of the significant risks known to us now that could directly or indirectly affect us and the value or trading price of our Class A Ordinary Shares and should not be construed as a comprehensive listing of all risk factors. The following section does not state risks unknown to us now but which could occur in the future and risks which we currently believe to be not material but may subsequently turn out to be so. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. In such case, the market prices of the Class A Ordinary Shares could decline, and you may lose part or all of your investment. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

Our business is dependent on the goodwill in our proprietary “SMJ” brand.

Our business is dependent on the goodwill of our proprietary “SMJ” brand. Maintaining our reputation for supplying good quality flooring products is important to enable us to maintain our existing customer base and increase our new customers. Any negative publicity and/or any failure to maintain our reputation and the goodwill associated with these brands that we market and sell flooring products under may tarnish the goodwill and the commercial value of our proprietary “SMJ” brand name which we have established with our customers. This may materially and adversely affect our business and financial performance. In addition, it is possible that our competitors may distribute products or adopt trade names that are similar to ours and our suppliers notwithstanding that our and our suppliers’ trademarks have been registered in Singapore. Please refer to the section titled “Business – Intellectual Property” for further details of our trademark. It is also possible that we or our suppliers may not be able to completely prevent an infringement of our or our suppliers’ intellectual property rights. In any of such events, the goodwill generated by our or our suppliers’ brand name may be eroded and our business will be adversely affected.

We are required to continually maintain a wide range of inventory and may be adversely affected if there is a mismatch between our inventory acquisition and our expected market demand.

The nature of our business requires us to invest in and keep a substantial and varied stock of flooring products in order to meet the needs of our diverse customer base at short notice. Our customers’ requirements are difficult to predict and are not made in accordance with any fixed or long-term contracts. As at March 31, 2025, the total cost of our inventory was approximately S$4.7 million, which accounted for approximately 61.8% of our current assets. Currently, our Singapore warehouse maintains approximately 80 different designs of flooring products in up to 400 different colors. Over the Track Record Period, our inventory turnover period ranged from 158.7 to 186.9 days in our warehouse. The longer our stock remains unsold, the higher our holding costs of inventory. If we fail to anticipate the needs of our customers accurately or if we manage our inventory levels inefficiently, we may accumulate large amounts of slow-moving inventory. Further, any mismanagement of inventory may lead to cash flow shortages while any mismanagement of freight and transportation costs incurred for the purchase and sale of inventory may lead to higher cost of purchase of inventories and thereby negatively impacting our business, profitability and financial position.

We have written off slow moving inventories of S$31,784 and nil for financial year ended March 31, 2024 and 2025, respectively. Our revenue depends largely on the range and variety of flooring products that we are able to offer our customers. Customers’ preferences for particular designs of flooring products may change and may result in different market trends emerging. Some of our flooring products may be subject to impairment over the years in the event of changes in consumer preferences and trends in the designs which render certain range of our stocks to be obsolete or lacking in appeal to consumers. As a result of such events, our financial position and performance will be adversely affected.

Our business and financial performance will be affected by any increase in rental charges or the failure to procure the renewal of existing leases.

Currently, our office, showroom and warehouse are housed in leased premises. The total rental expenses of our Group which include the rental and service charges for our office, showroom and warehouse amounted to approximately S$1.0 million in FY2024 and FY2025.

The tenure of our lease for our office, showroom and warehouse will expire on March 31, 2027 with an option to renew for a further term of three years at revised terms to be mutually agreed. We generally commence negotiations for a new lease about six months prior to the expiry of the existing lease. The new lease agreement is usually signed within one month of the expiry of the existing lease. Upon the expiry of such lease, the lessor has the right to review and alter the terms and conditions of the lease. We face the risk of increase in rental charges or the inability to renew the lease on terms and conditions which are favorable to us. Any increase in the rental charges or changes in terms and conditions that are unfavorable to us would inevitably increase our operating expenses, thus affecting our profitability. In addition, failure to procure the renewal of lease or premature termination of the lease by the lessor in accordance with the termination clauses of the existing lease agreement may result in losses and disruptions to our business, and our financial performance will be adversely affected.

Our business and financial performance will be affected by any increase in costs of fundings or failure to obtain required working capital and financing at reasonable terms and costs.

We are exposed to interest rate risk as we generally we fund our purchases of flooring products via our internal resources and short and long-term financing from banks and other financial institutions. As of March 31, 2025, we had an outstanding short-term trade financing loan of approximately S$2.3 million. Our finance expenses also increased by S$35,914, from S$150,321 for the financial year ended March 31, 2024 to S$186,235 for the financial year ended March 31, 2025 mainly due to higher interest charges incurred on trade financing facilities, which were utilized to support the increase volume of export sales. Our interests rate for Singapore dollars denominated transactions is based on the bank’s prevailing prime lending rate while our interests rate for foreign currency are based on 2.5% p.a. over the bank’s prevailing cost of funds as determined by the bank. Although interest rates for our short-term trade financing facilities are fixed during the terms, which are typically 120 days, our interest rates are subject to change at each drawdown.

Therefore, any disruption, uncertainty and volatility in the global credit markets may limit our ability to obtain the required working capital and financing for our business at reasonable terms and finance costs. If all or a substantial portion of our credit facilities are withdrawn and we are unable to secure alternative funding on acceptable commercial terms, our operations and financial position will be adversely affected. These situations could potentially present risks to our Company, including an increase in interest expenses on our bank borrowings or reduction of the amount of banking facilities currently available to us, thereby materially and adversely affecting our business operations and may have a material adverse impact on our future financial performance.

In addition, such fluctuations and volatility in the global credit markets could limit credit lines of our current and potential customers from banks or financial institutions. Accordingly, such customers may not be able to obtain sufficient financing to purchase our flooring products, or we may be required to lower our rates in order to cater to our customers’ current situation. This may have an adverse impact on our revenue and financial performance.

We rely on a limited number of key customers for our business.

During the financial years ended March 31, 2025 and 2024, our two most significant customers accounted for a combined 25.3% and 21.4% of revenue, respectively. We do not typically enter into long-term agreements with our customers, and we have not entered into such agreements with these significant customers. As a result, revenue generated by each customer varies from year-to-year, and is subject to the value of the projects which we secure from them and the time taken to complete such products.

The ability and willingness of our customers to continue working with us is largely beyond our control. If one or more of these customers decide to terminate their business relationship with us and that we are unable to find customers to replace them, we could face difficulties in maintaining sufficient cash flows, revenues or profits. As a result, our total revenue could decline and our business, financial condition and results of operations would be adversely affected.

Changes in international investment and trade policies, escalations of tensions in international relations, and increased scrutiny from customs and other authorities to trade may have an adverse effect on our business and expansion plans.

For the financial years ended March 31, 2024 and 2025, we derived approximately 40.3% and 47.2% of our revenue from export markets, respectively. There have been heightened tensions in international relations in recent years, which has resulted in and will continue to cause changes in international trade policies and additional barriers to trade. Tensions in the relations between countries may intensify and these countries may adopt measures in the future that impact our business operations. Countries impose, modify, and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which contribute to the volatile nature of tariffs and other trade restrictions.

We currently do not expect material impact from recent changes in worldwide tariffs on imports and exports. As our business activities are primarily performed within Asia, there are two active trade treaties:

However, changes in governmental policies including sanctions, tariffs, trade agreements and export controls administered by governments around the world, particularly those imposed as a result of an increasingly tense relationship of the political or economic relations among major economic groups and other geopolitical challenges, could impose a severe constraint on the manufacturing and sale activities and consequently causing a material and adverse effect on the business and prospects of our customers and business partners and of ourselves. As a result, global trade tensions may materially and adversely affect our revenue and financial performance.

We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions in which we intend to expand our business.

We and our customers and suppliers are governed by the laws, regulations, and government policies in each of the various jurisdictions in which we and our customers and suppliers operate or into which we intend to expand our business and operations. Our business and future growth are dependent on the political, regulatory, social and economic conditions in these jurisdictions, which are beyond our control. Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.

We may be affected by economic downturns, reduction in renovation and furnishings spending budget and uncertain global economic outlook.

The industry that we operate in has historically been subject to the spending budget of businesses and organizations as well as cyclical economic downturns which affect the continuous supply of commercial space in Singapore and our overseas markets, thereby negatively impacting our sales, gross margins and profitability. Our business is therefore dependent on such supply of commercial space and spending budget for renovations and furnishings as our products are mainly used in the office and commercial space. An economic slowdown would generally lead to a decrease in the supply of commercial space and number of renovation and furnishings projects, which we rely on for our sales. As we have not entered into long term contracts with any of our customers, in the event of a contraction in the supply of commercial space or slowdown in renovation and furnishing activities of the office and commercial space, our business and financial performance will be adversely affected.

General economic factors and conditions worldwide, including inflation and unemployment rate, may affect consumers’ willingness to spend. Generally, consumers may also be reluctant to spend on renovation or furnishings if they lack confidence in the economy. The global macroeconomic environment has faced numerous challenges in recent years, including the sustained tension between certain major countries in the world over trade policies which could significantly undermine the stability of the global economy. There is no assurance that consumer spending will remain buoyant or that demand for our flooring products will remain at current level. Specifically, consumer spending is affected by a number of factors, including actual and perceived economic conditions, inflation, unemployment rate, demand for better quality of work environment, interest rates, and availability of credit in the markets where our flooring products are sold. Any significant and adverse change to the aforesaid factors could reduce the level of consumer spending and hence, demand for our flooring products.

Due to uncertainties in the global markets, it is difficult to predict how our markets and businesses may be affected by the global markets as our marketing and sales are carried out through our network of more than 260 dealers, importers and installation companies that made at least one purchase in each of the 2024 and 2025 fiscal years in Singapore and over 20 countries mainly in Asia. Accordingly, these situations could potentially present risks to our Company, including an increase in interest expenses on our bank borrowings or reduction of the amount of banking facilities currently available to us, thereby materially and adversely affecting our business operations and future financial performance. Given the uncertainties as to the future economic outlook, there is no assurance that we will be able to maintain or continue to grow our revenue and profits, or that we will be able to react promptly to any change in economic conditions. In the event that we fail to react promptly to the changing economic conditions, our performance and profitability could be adversely affected.

Our business is subject to supply chain interruptions.

We work with third-party logistic providers for the import, export, and transportation of our flooring products. We rely on such third-party service providers’ abilities to deliver our flooring products as part of the supply chain logistics. The factors that can adversely affect our operations include, but are not limited to:

Any increased costs from delays, cancellations, and insurance, or disruption to, or inefficiency in, the supply chain network of our third-party service providers, whether due to geopolitical conflicts, or other factors, could affect our revenue and profitability.

We are dependent on key personnel for our continued success.

Our success to date has been largely attributable to the efforts of our key management led by our Executive Directors, namely Ms. Rena Ho, Ms. Nellie Ho and Ms. Rosie Lee who are supported by our experienced management teams. Each of our Executive Directors has more than 20 years of experience in the flooring industry. Our continued success is dependent to a large extent, on our ability to retain the services of our management team, who are responsible for our day-to-day operations and the implementation of the business strategy and corporate development of our Group as well as our experienced sales and project teams with deep product knowledge. The loss of the services of any of our key personnel without suitable replacements may have an adverse impact on our business operations and the future growth of our Group. Please refer to the section titled “Management” for details of the qualifications and working experience of our management team.

Failure to keep abreast of changes in consumer preferences will adversely affect sales.

The demand for flooring product is susceptible to changes in consumer preferences and trends in the design of flooring products, or other substitute materials or stones. Such changes in demand or preference are difficult to predict accurately. Our continued growth and success are dependent on our ability to launch new flooring products with unique designs at competitive prices, as well as the popularity of and customer demand for our flooring products. Shifts in customer preferences away from our range of flooring product will affect our business and profitability. Our business and financial performance will be adversely affected in the event that we are unable to respond promptly and appropriately to the changing requirements of our customers or if our flooring product design or styles do not satisfy changing consumer preferences.

We rely on third party flooring product manufacturers for our products.

We collaborate with several third-party flooring manufacturers in the PRC and Thailand to produce all our flooring products marketed under our proprietary “SMJ” brand. The use of third-party flooring manufacturers to produce flooring products for our sale does not guarantee products of acceptable quality as we do not have direct control over the manufacturing process. In addition, there can be no assurance that there will not be a disruption in the supply of products from these manufacturers, and in the event of such disruption, we may not be able to source for suitable alternative manufacturers on a timely basis. The failure of any third-party flooring manufacturer to perform or the loss of any third-party flooring manufacturer whom we generally do not enter into long term or exclusive agreements could have a material adverse effect on our business and financial performance.

We are exposed to risks arising from fluctuations of foreign currency exchange rates.

Our revenue is predominantly denominated in S$ which constituted approximately 59.7% and 52.8% of our revenue for FY2024 and FY2025 respectively. Our purchases are predominantly denominated in US$ which constituted approximately 97.9% and 98.7% of our purchases for FY2024 and FY2025 respectively. Purchases made in US$ include flooring products under our third-party flooring manufacturers. Foreign exchange risks arise mainly from a mismatch between the currency of our sales and the currency of our purchases. We may suffer foreign currency losses if there are significant adverse fluctuations in currency exchange rates between the time of our purchases and payments in foreign currencies and the time of our sales and receipts. This may adversely affect our financial results. In FY2024 and FY2025, our net foreign exchange losses were S$66,494 and S$129,593, respectively. We do not currently have any formal policy for hedging against foreign exchange exposure. Please refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Foreign Exchange Risk” for further details.

In addition, as our shares will be quoted in US$ on the NYSE American Market, dividends, if any, in respect of our shares will be paid in US$. Fluctuations in the exchange rate between the US$ and other currencies will affect, amongst other things, the foreign currency value of the proceeds which a shareholder would receive upon sale of our shares and the foreign currency value of dividend distributions.

We may be subject to litigation if we infringe third party intellectual property rights.

We market and sell flooring products mainly under our proprietary brand known as “SMJ”. If these brands or their products carry designs that are similar or identical to registered trademarks belonging to any other third party whom we may not be aware of, we may be sued for infringement of their trademarks. Even if the trademarks or designs were not registered, we may still be liable under an action for passing off if these third parties are able to prove their interests in such trademarks or designs. Generally, we may not have recourse against our suppliers, its distributors or suppliers in claims for infringement of intellectual property rights. If we are being sued for trademark infringement or in an action of passing off, we may be liable for damages and incur legal costs, which if substantial, will have an adverse effect on our financial performance.

Our inability to mitigate against lower prices in certain international markets outside of Singapore may cause our gross margin to decrease, and affect our future profitability and results of operations.

We derived approximately 40.3% and 47.2% of our revenue from export sales to markets outside of Singapore for the financial years ended March 31, 2024 and 2025, respectively. For the financial year ended March 31, 2025, revenue from export sales increased by approximately S$1.3 million or 18.9% from approximately S$6.7 million for the financial year ended March 31, 2024 to approximately S$8.0 million for the financial year ended March 31, 2025. As a result of the higher proportion of export sales which generally command lower gross profit margins, our overall gross profit margins had deteriorated by approximately 1.9%, from approximately 38.0% for the financial year ended March 31, 2025 to approximately 36.1% for financial year ended March 31, 2024. The lower gross profit margins from our export sale is primarily due to lower prices for our goods in certain international markets outside of Singapore, as well as increased logistical costs. We envisage that the revenue contribution from export sales will continue to increase as we intend to strengthen and expand our geographical coverage outside Singapore further. Therefore, as the proportion of our sales from exports continues to rise, we will face overall lower gross margins. While we are evaluating pricing strategies and supplier efficiencies to mitigate the impact of such pricing pressure, there is no assurance that we may be able to do so.

We may be unable to retain the loyalty of our end-users or secure new projects.

Our high performance flooring product typically has a product life cycle of approximately 10 years. There is no assurance that our end-users will remain as repeat customers when replacing their existing flooring product after the flooring product is worn out or damaged. As we are operating in a highly competitive industry, there is no assurance that we would be able to retain the loyalty of our end-users and ensure that they will continue to support and use our products. In the event that we are not able to retain the loyalty of our end-users, our business and performance may be adversely affected.

It is crucial for the continued success of our business that we manage to continuously secure new projects of a high value since we do not typically enter into long term agreements with our customers. We typically source for our projects through requests for quotation and referrals from our customers who are satisfied with our products and services. Generally, we maintain regular contacts with architects and designers who are instrumental in recommending our products to their end-users in the course of their design and selection of suppliers and sub-contractors during their renovation and furnishings projects. Notwithstanding so, there is no assurance that our Group will be able to secure new and lucrative projects on a regular basis through our participation in tenders or our customers will continue to refer new projects to us. In addition, our resources are limited and we will not be able to participate in tenders for projects which may generate lucrative profit margins if we do not have the capacity to undertake the work. If we are unable to secure new and lucrative projects, our business and financial performance will be materially and adversely affected.

We are exposed to fluctuations in prices of raw materials.

The main raw materials used in the manufacture of flooring products are nylon and polypropylene fibers. The prices of these raw materials, being petroleum-based, will increase when there is an increase in crude oil prices. As such, any major upward trend in the prices of such raw materials would increase the costs of our inventory and correspondingly increase the amount of working capital required for our business. In the event that such increase in prices results in a substantial increase in working capital, and we are unable to fund such increase, our business and financial performance will be adversely affected.

Our business may be affected by competition with existing industry players and new entrants.

We operate in a highly competitive industry and our success depends to a large extent on our ability to compete effectively against other players within the industry and respond in an effective and timely manner to cope with changing market conditions and trends. There is no assurance that we will be able to compete effectively with existing industry players or new entrants. Should our existing or new competitors offer products and services similar to ours at a lower cost or engage in aggressive pricing in order to increase or gain market share, our revenue may decline if we are not able to match such lower pricing. As a result, such competitive pressures could result in a negative impact on our pricing (thus eroding our profit margins), erode our market share or make it more difficult for us to achieve any significant market penetration. In the event we are unable to compete effectively with our existing and future competitors and adapt quickly to changing market conditions and trends, our business and financial performance will be adversely affected. Please refer to the section titled “Business – Competition” for further details of our competitors.

Disputes, claims and variation orders can erode our Group’s profitability.

We may be involved from time to time in disputes with various parties in the course of our business. These parties include suppliers, sub-contractors and other partners. These disputes may lead to legal and other proceedings which may incur substantial costs to the extent that we are unable to recover such costs from our suppliers, sub-contractors and other partners, and the diversion of our management’s resources and attention. During the course of a project, the project owner may request our Group to perform additional works which are not specified in the original contract or to carry out variations to the specifications stipulated in the original contract. At times, the parties may agree that variation orders be performed before the costs for such additional works are finalized between the parties. Hence, the final values of such variation orders may be subject to dispute by the project owner. Our Group’s earnings will be adversely affected if we are required to bear any part of the variation costs.

We will be liable to pay liquidated damages in the event of delay in the completion of projects.

Our Group may be liable to pay liquidated damages in the event of any delays in the completion of a project within the specified date of completion as provided in the contract. The quantum of liquidated damages payable is normally stated in the contracts. However, our Group would not be liable for liquidated damages and may be granted an extension of completion time if the delay is caused by external factors that are beyond our control. While we have the right to claim against our suppliers, sub-contractors and other partners should the delay in the completion of the project be attributable to their fault, there is no assurance that we can make such claim successfully. There can be no assurance that there will not be any delays in existing and future projects which we undertake resulting in the payment of liquidated damages to the extent that we are unable to recover such costs from our suppliers, sub-contractors and other partners which could have a material impact on our financial performance and financial condition.

We may require additional funding for our future growth.

Although we have identified our future growth plans as set out in the section titled “Business – Our Business Strategies and Future Plans”, the proceeds from the Offering may not be sufficient to cover the estimated costs to implement all these plans. Under such circumstance, we may need to obtain debt or equity financing to implement these growth opportunities. Additional debt and/or equity financing may result in dilution to our Shareholders. If such financing does not generate a commensurate increase in earnings, our EPS will be diluted, and this could lead to a decline in our Share price.

Any additional debt financing may, apart from increasing interest expense and gearing, result in all or any of the following:

There is no assurance that we will be able to obtain additional debt and/or financing on terms that are acceptable to us or at all. Any inability to secure additional debt and/or financing may materially and adversely affect our business, implementation of our business strategies and future plans and results of operations.

There is no assurance that our expansion plans will be successful.

In order to grow our business, we intend to expand in accordance with our future plans as set out in the section titled “Business – Our Business Strategies and Future Plans”, which include expanding our business through acquisitions, joint ventures and/or strategic alliances in businesses that are complementary to our business. Participation in strategic alliances, acquisitions, or joint ventures similarly involves risks, including but not limited to, difficulties in integrating management, operations, services, products and personnel. The successful integration of such growth strategies depends on our ability to identify suitable partners and the successful integration of operations. There can be no assurance that we will be able to execute such growth strategies successfully. Should any of the aforesaid events occur, our profitability may be adversely affected.

We are exposed to credit risks of our customers.

Our financial position and profitability is dependent on the credit-worthiness of our customers. If there are any unforeseen circumstances affecting our customers’ ability or willingness to pay us, we may experience defaults in payment which will adversely affect our financial position and profitability.

We may be affected by major or sustained disruptions to our operations.

In the event of any major or sustained disruptions or any outbreak of fire, flood or any other natural disasters which results in significant damage to our premises, our operations may be adversely affected. For instance, in the event that our office and warehouse experience downtime, we may not be able to deliver the required goods to our customers. In such an event, the confidence of our customers may drop and our business and financial position may be adversely affected.

Our business is dependent on the services of our sub-contractors.

We may engage sub-contractors to provide installation works required by our customers. These sub-contractors are selected based on, inter alia, our past working experience with them, and their competitiveness in terms of pricing, quality and ability to meet the stipulated timelines. We cannot ensure that the services rendered by these sub-contractors will be satisfactory or that they will continue to meet our requirements for quality. In the event of any loss or damage which arises from the default of the sub-contractors engaged by us, we will nevertheless be liable for our sub-contractors’ default. Furthermore, these sub-contractors may experience financial or other difficulties that may affect their ability to carry out the work for which they contracted for, thus delaying the completion of or failing to complete the installation projects, resulting in additional costs to us or exposing us to the risk of liquidated damages. Any of these factors could have a material adverse effect on our business, financial condition and operating results.

We may face rising labor costs and labor shortage.

Our ability to meet our labor requirements may be subject to numerous external factors, including the availability of a sufficient number of suitable persons in the relevant job segment, prevailing labor costs including wage rates and applicable levies, demographics, and health and insurance costs. In addition, any changes to the labor laws in Singapore in the form of stricter qualifying criteria and salary thresholds for foreign workers, and increases in foreign worker levies and foreign workers’ accommodation costs may result in an increase in our labor-related costs.

Our growth plans may require us to hire new employees in the future. As we face competition for labor, we may have to increase wages and employee benefits to attract and retain qualified personnel or risk considerable employee turnover. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to execute our growth strategy and our business, financial position and results of operations may be adversely affected. 

Our L3 status is not guaranteed.

Our Group is registered with Building and Construction Authority of Singapore as a L3 contractor under the workhead of SY06 - Finishing and Building Products which allows our Group to tender for public sector contracts of up to S$5 million. To maintain our Group’s existing L3 status, our Group must, among other requirements, maintain a track record of S$3 million (contract value of awarded projects) for the past three years. In the event that the L3 status cannot be maintained, our Group will not be able to tender for public sector contracts of value up to S$5 million, which will have an adverse impact on our Group’s financial performance.

Our insurance coverage may not be adequate.

We maintain workmen’s or work injury compensation insurance, public liability insurance and fire insurance. We also maintain insurance policies which cover personal accidents, hospitalization and surgery for our employees. However, in the event that the amount of such claims exceed the coverage of the insurance policies which we have taken up, we may be liable for shortfalls of the amounts claimed.

We are not insured against business interruption. If such events were to occur, our business, financial performance and financial position may be materially and adversely affected. Please refer to the section titled “Business – Insurance” for further details.

We may be affected by an outbreak of communicable and infectious diseases.

Various outbreak of communicable and infectious diseases in recent years, including the COVID-19 pandemic, have caused significant disruption to the market and have resulted in global economic and social uncertainties. The occurrence of such outbreaks in the future may disrupt our operations, and the operations of our customers, suppliers, and/or sub-contractors if the development of such outbreak becomes more severe resulting in a tightening of restrictions and regulations on businesses. If we or our customers, suppliers, and sub-contractors are forced to close their businesses with prolonged disruptions to their operations, we may experience a delay or shortage of supplies and/or services by our suppliers and sub-contractors, or termination of our orders and contracts by our customers, thereby causing our business and financial performance to be adversely affected.

We are exposed to risks with respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions, and other uncontrollable events.

Our business may be affected by macroeconomic factors in the countries in which we market our products to, such as general economic conditions, market sentiment, social and political unrest, and regulatory, fiscal, and other governmental policies, all of which are beyond our control. In particular, terrorist attacks, armed conflicts, increased hostilities and other acts of violence or war around the world may also adversely affect the markets that we market our products to. The occurrence of any of these events may result in a loss of business confidence, which could potentially lead to an economic recession and have an adverse effect on our business, results of operations and financial condition. In addition, unforeseeable circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics, or outbreaks may disrupt our operations and cause loss and damage to our warehousing facilities and office. Any such events may cause damage or disruption to our business, markets, customers, and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations, and prospects.

The ability of our subsidiary in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.

We are a holding company, and our operating subsidiary is located in Singapore. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiary. The distribution of dividends to us from our subsidiary is subject to restrictions imposed by the applicable laws and regulations in these markets, which are more fully described in the section entitled “Dividend Policy” in this prospectus. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiary in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiary to distribute dividends to us may be restricted in the future.

Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, as well as our servers and computer systems and those of third parties that we rely on, are subject to cybersecurity risks inherent to companies that process personal data. An increasing number of organizations have disclosed breaches of their information securitysystems, some of which have involved sophisticated and highly targeted attacks. 

We were recently informed, in July of 2025, by the Representative that it had suffered a cybersecurity incident and specifically a ransomware incident, which has resulted in unauthorized access to some of the Representative’s systems and data, and the exfiltration of certain data from the Representative’s systems as well. Based on information currently available to the Representative regarding the incident, the Representative believes that confidential information regarding the Company that we had provided to the Representative in connection with its due diligence for this offering was included in the data that was exfiltrated. The Representative is still investigating the extent of this incident, and has also informed us that it does not have any evidence that this data has been publicly posted or otherwise misused by the threat actors at this time. The incident has not impacted our business operations and we do not expect the incident to impact our business operations in the future, as it did not involve unauthorized access to our systems or third-party systems that we use in our business operations. While we believe that any material data regarding the Company that was exfiltrated is reflected in this prospectus and the registration statement of which this prospectus is a part, and therefore is publicly available, we could be subject to liability risks to the extent the data consists of sensitive information about our officers, directors, personnel, contractors, customers, suppliers or vendors. We believe that any such risk is manageable and can be absorbed and addressed by our existing cybersecurity policies, procedures, and controls. 

To that end, we employ robust security to defend against intrusion and attack of our systems, to protect our data and to resolve and mitigate the impact of any incidents. We also regularly educate our employees on these risks, and provide training to them to learn how to identify and respond to the same. Like most companies today, despite these efforts there is no way to fully remove the possibility of a cybersecurity incident from occurring and we, and third parties that we rely on, will likely experience cyber incidents in the future. Thus, in addition to the identified risk above, any additional future cyber incidents and resulting data breaches could result in substantial liability, regulatory actions, financial penalties, significant out of pocket costs, damage to our data and ability to do business, and reputational harm.

We and third parties that we rely on may experience cybersecurity incidents due to human error, malfeasance, system errors or vulnerabilities, or other issues. Actual or perceived cybersecurity incidents relating to our data or confidential information could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition. We maintain errors, omissions, and cyber liability insurance policies covering certain security and privacy damages. However, we cannot be certain that our coverage will always be adequate for the liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all, especially depending on the facts of the situation and method of incident.

It may be difficult for you to enforce any judgment obtained in the United States against us, our Directors, Executive Officers or our affiliates.

We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and, except for certain of our investments, substantially all of our assets are located outside the United States. In addition, all of our Directors and Executive Officers reside outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon U.S. securities laws.

Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Singapore or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and Singapore, please see the section titled “Service of Process and Enforcement of Civil Liabilities”.

Accordingly, there can be no assurance that the courts of the Cayman Islands, Singapore or other relevant jurisdiction would enforce against us, our Directors or our Executive Officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.

It is not certain if the Company will be classified as a Singapore tax resident.

Under the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, usually exercises de facto control and management of its business in Singapore could be considered a tax resident in Singapore. However, such control and management of the business should not be deemed to be in Singapore if physical board meetings are conducted outside of Singapore. Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place of de facto control and management will be considered to be where the majority of the Board are located when they sign such consent or attend such conferences.

We believe that our Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of our Company is subject to determination by the Inland Revenue Authority of Singapore (“IRAS”), and uncertainties remain with respect to the interpretation of the term “control and management” for the purposes of the Singapore Income Tax Act. If IRAS determines that our Company is a Singapore tax resident for Singapore income tax purposes, the portion of our Company’s single company income on an unconsolidated basis that is received or deemed by the Singapore Income Tax Act to be received in Singapore, where applicable, may be subject to Singapore income tax at the prevailing tax rate of 17% before applicable income tax exemptions or relief. If our Company is regarded as a Singapore tax resident, any dividends received or deemed received by our Company in Singapore from our subsidiary located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of no more than 15% may generally be subject to additional Singapore income tax where there is no other applicable tax treaty between such foreign jurisdiction and Singapore. Income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. In addition, as Singapore does not impose withholding tax on dividends declared by Singapore resident companies, if our Company is considered a Singapore tax resident, dividends paid to the holders of our Shares will not be subject to withholding tax in Singapore. Regardless of whether or not our Company is regarded as a Singapore tax resident, holders of our Shares who are not Singapore tax residents would generally not be subject to Singapore income tax on gains derived from the disposal of our Shares if such shareholders do not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Shares is performed outside of Singapore. For Singapore resident shareholders, if the gain from disposal of our Shares is considered by IRAS as income in nature, such gain will generally be subject to Singapore income tax. However, if the gain from disposal of our Shares is considered by IRAS as capital gains in nature, such gain will not be taxable in Singapore. Please refer to the section entitled “Taxation—Certain Singapore Tax Considerations” in this prospectus.

Risks Related to our Class A Ordinary Shares and the Offering

An active trading market for our Class A Ordinary Shares may not be established or, if established, may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly.

There is no established trading market for our Class A Ordinary Shares in the United States. We cannot assure you that a liquid public market for our Class A Ordinary Shares will be established. If an active public market for our Class A Ordinary Shares does not occur following the completion of this Offering, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected. The public offering price for our Class A Ordinary Shares in this Offering was determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our Class A Ordinary Shares after this Offering will not decline below the public offering price. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their shares.

Because of the terms of our Class A Ordinary Shares and the concentrated nature of the voting power in our shares, Our Class A Ordinary Shares are limited in voting power as compared to our Class B Ordinary Shares, which are owned by insiders.

Our Class A Ordinary Shares offered under this Offering are entitled to one vote per share. Our Class B Ordinary Shares, which are held by insiders, are entitled to ten votes per share. Additionally, approximately 86.5% of the total voting power of our issued and outstanding share capital immediately following the completing of this Offering (assuming the underwriters do not exercise their over-allotment option) is held by three individuals. As a result, your voting power may be significantly limited.

We may not maintain the listing of our Class A Ordinary Shares on the NYSE American which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Class A Ordinary Shares on the NYSE American concurrently with this Offering. In order to continue listing our shares on the NYSE American, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the NYSE American in the future.

If the NYSE American delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

 As long as our Class A Ordinary Shares are listed on the NYSE American, U.S. federal law prevents or pre-empts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the NYSE American, we would be subject to regulations in each state in which we offer our shares.

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

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 addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

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 business, financial condition and results of operations.

If securities or industry analysts do not publish research or reports 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 be influenced by research or reports that industry or securities analysts publish about us or our business. If one or more analysts downgrade their assessment on 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 to cover us or fail to regularly publish reports on us, or if these securities analysts are not widely respected within the general investment community, 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 would 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.

You must rely on the judgment of our management as to the uses of the net proceeds from this Offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this Offering primarily for (i) our inventory stocking program; (ii) strategic acquisitions and investments; (iii) strengthening and expanding our sale and distribution networks; and (iv) general corporate purposes and working capital. Please see section titled “Use of Proceeds” for further information. However, our management will have considerable discretion in the application of the net proceeds received by us in this Offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this Offering may be placed in investments that do not produce income or that lose value.

There can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences for U.S. investors who own our securities.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company (“PFIC”) for any taxable year if, for such year, either:

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Based on the current and projected composition of our income and assets, and the expected value of our assets, including goodwill, which is based on the expected price of our Class A Ordinary Shares in the offering, we do not expect to be a PFIC for the current taxable year. However, because PFIC status is determined on an annual basis, and therefore our PFIC status for the current taxable year and any future taxable year will depend upon the future composition of our income and assets, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any taxable year during which a U.S. investor holds Class A Ordinary Shares, we generally would continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S. investor holds such Class A Ordinary Shares, even if we ceased to meet the threshold requirements for PFIC status. In such case, such a U.S. investor generally will be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance with certain reporting requirements. We do not intend to provide the information that would enable investors to make a qualified electing fund election that could mitigate the adverse U.S. federal income tax consequences should we be a PFIC. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of owning and disposing of Class A Ordinary Shares if we are to become classified as a PFIC.

We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see section titled “Taxation – Certain Singapore Tax Considerations”.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

In addition, Section 102(b)(1) of the JOBS Act exempts an emerging growth company from being required to comply with new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have already adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards, which may make our Class A Ordinary Shares less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are 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, including:

We will be required to file an annual report on Form 20-F within four (4) months after the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the NYSE American. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on March 31, 2026. In the future, we would lose our foreign private issuer status if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE American. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from corporate governance listing standards of the NYSE American.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE American corporate governance listing requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the NYSE American. Following this Offering, we will rely on home country practice to be exempted from certain NYSE American corporate governance requirements, namely (i) there will be no requirement for our Company to obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants: (c) a change of control; and (d) transactions other than public offerings; (ii) we will not have a board of directors made up of a majority of independent directors; (iii) we will not have a compensation committee or nominating and corporate governance committee; (iv) our director nominees will not be selected or recommended for selection by a majority of the independent directors and (v) our chief executive officer’s compensation will not be determined or recommended by a majority of the independent directors.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares on NYSE American.

We will be required to comply with the additional requirements of the rules and regulations of the SEC and NYSE American rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. Furthermore, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and consequently we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition is more visible than private companies, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on our business, financial condition, results of operations, prospects and reputation.

You may 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.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability, and conduct all of our operations through our subsidiary, SMJ Furnishings (S) Pte. Ltd., outside the United States. All of our assets are located, and our officers and directors reside, and the assets of such persons are located, outside the United States. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore could render you unable to enforce a judgment against our assets or the assets of our directors and officers.

In addition, our corporate affairs are governed by our memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by 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 the common law of England and Wales, which are generally of persuasive authority, but are not binding, 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 has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company, the register of mortgages and charges and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our memorandum and articles of association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of the Board than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, please see section titled “Description of Share Capital — Comparison of Shareholder Rights”.

Future issuance of shares by us and sale of shares by our existing shareholders may adversely affect the price of our Class A Ordinary Shares.

In the event we issue or our shareholders sell substantial amounts of our shares in the public market following this Offering, the price of our shares may be adversely affected. The sale of a significant number of shares in the public market after the listing on the NYSE American, or the issue of further new securities by us, or the perception that such sales or issues may occur, could materially affect the market price of our shares. Such issues or sales may also make it difficult for us to issue new shares and raise the necessary funds in the future at a time and price we deem appropriate.

Prior to the sale of our Class A Ordinary Shares in this Offering, we have 12,232,500 Class A Ordinary Shares outstanding. The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, and the remaining Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There will be 14,732,500 Class A Ordinary Shares outstanding immediately after this Offering assuming the underwriter does not exercise the over-allotment option. We cannot predict what effect, if any, market sales of securities held by any shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares.

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our authorized and issued ordinary shares have been divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to 10 votes per share. We will issue Class A Ordinary Shares in this Offering. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. After this Offering, the holder of Class B Ordinary Shares will have the ability to control matters requiring shareholders’ approval, including any amendment of our memorandum and articles of association and approval over any change of control transactions. Any conversions of Class B Ordinary Shares into Class A Ordinary Shares may dilute the percentage ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares.

Upon the completion of this Offering, Mdm. Lui Oi Kheng and our Executive Directors, namely, Ms. Rena Ho, Ms. Nellie Ho and Ms. Rosie Lee, will beneficially own all of our then issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately 46.4% of our total issued and outstanding share capital immediately after the completion of this Offering and approximately 89.7% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this Offering assuming the underwriter does not exercise the over-allotment option or 45.8% of our total issued and outstanding share capital immediately after the completion of this Offering and approximately 89.42% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this Offering assuming the underwriter exercises the over-allotment option in full. As a result of the dual-class share structure and the concentration of ownership, holders of Class B Ordinary Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our Company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of our Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

You will incur immediate dilution and may experience further dilution in the NAV of your Class A Ordinary Shares.

As described in the section titled “Dilution”, the Offer Price is substantially higher than our Group’s pro forma NAV per Share of US$[0.55] as of March 31, 2025. When you purchase our Class A Ordinary Shares in the Offering, upon completion of the Offering, you will incur immediate dilution of per share, assuming an Offer Price of [4.50]. Consequently, investors who invest will therefore experience immediate dilution in NAV per Class A Ordinary Share. Please refer to the section titled “Dilution” for further details.

In addition, we may, in the future, expand our capabilities and business through acquisitions, joint ventures and strategic partnerships with parties who can add value to our business. We may also require additional equity funding after the Offering. If we choose to issue new Class A Ordinary Shares in order to finance future expansion, acquisitions, joint ventures and strategic partnerships, our shareholders will face dilution of their shareholdings.

In particular, if we offer, or cause to be offered to shareholders rights to subscribe for additional Class A Ordinary Shares or any right of any other nature, we will have discretion as to the procedure to be followed in making such rights available to shareholders, or in disposing of such rights for the benefit of such shareholders and making the net proceeds available to such shareholders such as in a private placement. If we choose to initiate a private placement in order to raise additional capital, our shareholders may face dilution of their shareholdings.

The conversion by the holders of Class B Ordinary Shares into Class A Ordinary Shares will result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares.

Holders of Class B Ordinary Shares may convert each Class B Ordinary Share into one fully paid Class A Ordinary Share at any time. The right to convert is exercisable by the holder of the Class B Ordinary Share by delivering a written notice to our Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. In addition, upon the occurrence of any of the following events:

the Class B Ordinary Shares held by the relevant holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. Accordingly, the conversion by any holder of Class B Ordinary Shares held by it into Class A Ordinary Shares will result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares.

We may not be able to declare dividends in the future.

We are not legally or contractually required to pay dividends and any determination to pay dividends in the future will be entirely at the discretion of our Board, taking into consideration a number of factors including our level of cash and retained earnings, our financial performance, capital expenditure and expansion plans, working capital requirements and general financial condition, the ability of our subsidiaries to declare and pay dividends to our Company and any applicable restrictions and any other factors that our Board may deem relevant. Please see the section titled “Dividend Policy” for further details.

Pursuant to the Companies Act, no dividends may be paid except out of profits or share premium, and 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 business. Our ability to declare dividends to our shareholders in the future will be contingent on our future financial performance and distributable reserves of our Company. This is in turn dependent on our ability to implement our future plans, and on regulatory, competitive and technical factors and other factors such as general economic conditions, demand for flooring products and other factors exclusive to our industry, many of which are beyond our control. Any of these factors could have a material adverse effect on our business operations, prospects, financial position and results of operations, and hence there is no assurance that we will be able to pay dividends to our shareholders after the completion of the Offering.

The receipt of dividends from our subsidiaries may also be affected by the passage of new laws, adoption of new regulations and other events outside our control, and our subsidiaries may not continue to meet the applicable legal and regulatory requirements for the payment of dividends in the future. Source withholding tax and exchange rate fluctuations may also apply to dividends and distributions from our subsidiaries to us. If our subsidiaries stop paying dividends or reduce the amount of the dividends they pay to our Company, or dividends become subject to increased tax because of changes in ownership of our subsidiaries or changes in tax laws or treaties, it would have an adverse effect on our ability to pay dividends on our Shares.

Further, in the event that we are required to enter into any loan arrangements with any financial institutions, covenants in the loan agreements may also limit when and how much dividends we can declare and pay out.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to this Offering, we were a private company with limited accounting personnel and other resources to address our Company’s internal controls and procedures. Our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. There may be inadequate segregation of duties for certain functions due to limited staff and resources and insufficient personnel with full knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting. But such factors are mitigated by a remedial plan and certain disclosures including consolidated financial statements. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Class A Ordinary Shares.

Upon the completion of this Offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis”.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from the NYSE American to regulatory investigations and to civil or criminal sanctions.

Risks Related to Regulations and Litigation

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our brand and reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies governing our business and operations vary from jurisdiction to jurisdiction. The application of these types of laws to our operations continues to be difficult to predict but could pose operational challenges for us in the future. Because laws vary from jurisdiction to jurisdiction, our services must be continually monitored for compliance with the various rules and requirements, which may change from time to time. Furthermore, the costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. The applicable laws, regulations, standards and policies relating to our business and operations in the different jurisdictions in which our customers are located in continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may be involved in certain legal proceedings from time to time. Any adverse decision in such proceedings may render us liable to liabilities and may adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may be involved in legal proceedings from time to time. In addition to the related cost, managing and defending litigation can divert our management’s attention. We may also need to pay damages to settle claims with a substantial amount of cash. Any of these could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. 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 any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to our registration statement on Form F-1, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the Offering of approximately US$[9.4] million, (or up to approximately US$[10.9] million if the underwriters exercise the over-allotment option in full) based upon an assumed initial public offering price of US$4.50 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

We plan to use the net proceeds we receive from this Offering for the following purposes:

Inventory Stocking Program

We believe that our ability to provide a wide selection of flooring products and to quickly complete our customers’ orders are key factors to our success. To date, we have established a large warehouse located in Singapore of approximately 42,614 sq. ft. and an inventory stocking program with suppliers in PRC and Thailand to cater to our customers’ needs. Such inventory stocking program has allowed us to be more responsive to customer needs and requirements, and to allow us to enjoy greater cost savings to maintain our competitiveness. Therefore, we intend to use about 35% of the net proceeds to expand our inventory stocking program to our regional distributors as we expand our geographic coverage.

Strategic Acquisition and Investments

We believe that there is a growing trend towards sustainable and eco-friendly flooring materials in the commercial sector, which presents an opportunity for us to innovate and differentiate ourselves in the market. We also see opportunity in offering products and services which are ancillary and complementary to our existing core business in the distribution of commercial flooring products, such as system office furniture, blinds and wall coverings. We plan to use 30% of the net proceeds to collaborate with companies that offers opportunities to broaden our portfolio of products and services through investments, mergers and acquisitions, joint ventures and/or strategic collaborations. This strategic move is intended to create new revenue streams by broaden our product portfolio whilst leveraging on our established sales and distribution networks. However, we have no current understandings, agreements and are not committed for any acquisitions. Accordingly, we will have broad discretion in using the net proceeds for this purpose and we cannot assure that we will make any acquisitions or investments in the future.

Strengthening and Expanding Regional Sale and Distribution Networks

As an established premier commercial flooring specialist, we have distributed our proprietary “SMJ” brand of flooring products through our extensive distribution networks of more than 260 dealers, importers and installation companies that made at least one purchase in each of the 2024 and 2025 fiscal years in over 20 countries mainly in Asia. We intend to strengthen and expand our Asia presence and beyond by expanding our sales and marketing teams. We intend to use about 20% of the net proceeds of this Offering to invest in sales and marketing as well as talent acquisitions. We intend to use such amount to venture into the regional markets where we believe the demand for premier commercial flooring would be strong. We also intend to support such regional expansion by acquiring talents in the respective fields to stay competitive.

General Working Capital

We aim to reserve approximately 15% of the net proceeds for general working capital needs and daily operations. This can serve as a buffer to deal with the fluctuating economic environment and at the same time provide a stable finance backup for daily operational use.

The precise amounts and percentage of proceeds we would devote to particular categories of activity will depend on prevailing market and business conditions as well as particular opportunities that may arise from time to time. The above expected use of the net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly from the above depending on numerous factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business and market conditions. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the Offering. If any unforeseen event occurs or the business conditions change, we may use the proceeds of this Offering differently from that described in this prospectus.

DIVIDEND POLICY

We are a holding company incorporated in the Cayman Islands. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of profits of the company or its share premium amount or a combination of both, provided that in 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 immediately following the date on which the distribution or dividend is paid. Therefore, as a holding company with no direct operations, we will only be able to pay dividends from our available cash on hand and funds received from our operating subsidiary incorporated in Singapore. Under Singapore law, Section 403 of the Singapore Companies Act prohibits the payment of dividends otherwise than out of profits, and dividends shall be paid in accordance with the company’s constitution and generally acceptable accounting principles in Singapore. In order for us to pay dividends to our shareholders, we will rely on the distribution of profits of Singapore subsidiary to our BVI subsidiaries, and then to our Company.

We do not have a formal dividend policy and we cannot assure you that any dividends will be paid in the future. Our ability to pay dividends will be subject to the terms of our indebtedness and depends on our Singapore subsidiary’s ability to make any payments to us, which is dependent on many factors, including our operating results, cash flows, capital expenditure requirements, legal requirements, financial condition and others. Further, while our Singapore subsidiary previously declared dividends of S$0.3 million and S$6.5 million for the financial years ended March 31, 2024 and March 31, 2025, respectively, there can be no assurance that dividends will be paid in the future.

The declaration and payment of any future dividends will be at the sole discretion of our Board of Directors after taking into account various factors, including legal requirements, our subsidiaries’ ability to make payments to us, our financial condition, operating results, cash flow from operating activities, available cash and current and anticipated cash needs. 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.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2025:

The pro forma as adjusted information below is illustrative only and our capitalization following the completion of this Offering is subject to adjustment based on the initial public offering price of our Class A Ordinary Shares. You should read the following table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Result of Operations.”

Notes:

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted for each Class A Ordinary Share you purchase to the extent of the difference between the initial public offering price per Class A Ordinary Share and our net tangible book value per Ordinary Share after this Offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

As of March 31, 2025, we had a historical net tangible book value of approximately S$7.7 million or US$5.7 million, corresponding to a net tangible book value of approximately US$0.23 per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Ordinary Share (as adjusted for the Offering) from the initial public offering price per Class A Ordinary Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

After giving effect to our sale of 2,500,000 Class A Ordinary Shares offered in this Offering based on an assumed initial public offering price of US$[4.50] per Class A Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2025, would have been approximately US$[15.1] million, or S$[0.55] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of US$[0.32] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of US$[3.95] per Ordinary Share to investors purchasing Class A Ordinary Shares in this Offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

A US$1.00 change in the assumed initial public offering price of $[4.50] per Class A Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, would, in the case of an increase, and, in the case of a decrease our pro forma as adjusted net tangible book value per share after giving effect to this Offering by approximately US$[0.08], and dilution in pro forma as adjusted net tangible book value per share to new investors by approximately US$[0.92], 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 estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and 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. These consolidated financial statements have been prepared in accordance with US Generally Accepted Accounting Principles (“US GAAP”).

OVERVIEW

We are a Singapore-based premier flooring specialists serving the commercial and institutional sectors in Asia, with a well-established reputation and track record of more than 35 years. We generate revenue mainly through the sale and distribution of a wide range of premier flooring products such as carpet tiles, broadloom carpets and vinyl tiles under our proprietary brand known as “SMJ” in Singapore and over 20 countries mainly in Asia. These overseas markets include Malaysia, Indonesia, Philippines, Hong Kong, PRC, Taiwan, Korea, Thailand, Vietnam, Brunei, India, Sri Lanka, United Arab Emirates, Saudi Arabia, Maldives, Brazil, Uruguay, Chile, Australia, Kuwait and United Kingdom.

As at the date of this Prospectus, our premier flooring products are mainly marketed through our extensive distribution network of more than 260 dealers, importers and installation companies that made at least one purchase in each of the 2024 and 2025 fiscal years. These customers usually make bulk purchases from us on wholesale basis and will in turn sell and distribute them primarily to a wide range of end-users in the commercial and institutional sectors including private and government offices, business premises, educational institutions, banks, hospitals, hotels and other premises. We also sell our flooring products to property developers of commercial buildings, professional firms such as architecture, interior design and renovation firms, and owners or tenants of commercial spaces. These customers may require us to provide professional installation services for renovation projects carried out in Singapore.

Our revenue for the financial year ended March 31, 2025 was approximately S$16.8 million, which represents an increase of approximately S$0.2 million, or 1.5%, from our revenue of approximately S$16.6 million for the financial year ended March 31, 2024, while net income for the financial year ended March 31, 2025 was approximately S$1.0 million, representing a decrease of approximately S$0.8 million from our net income of approximately S$1.8 million for the financial year ended March 31, 2024.. We derived approximately 59.7% and 52.8% of our revenue from Singapore market for the financial years ended March 31, 2024 and 2025, respectively. The balance of our revenue is derived from overseas markets. Revenue from the Singapore market over the Track Record Period was mainly denominated in Singapore dollars, while revenue from export sales were primarily denominated in United States dollar.

KEY FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our financial performance may be affected by any of the factors set forth under “Risk Factors” in this prospectus.

RESULTS OF OPERATIONS

The following table summarizes our consolidated results of operations for the financial years ended March 31, 2024 and 2025. This information should be read together with our consolidated financial statements, and related notes included elsewhere in this prospectus.

Revenue

Our revenue was generated from customers based in Singapore as well as overseas customers. The breakdown of revenue by geographical regions for the financial years ended March 31, 2024 and 2025, is summarized below:

Note:

Our revenue increased by approximately S$0.2 million, or approximately 1.5%, from approximately S$16.6 million for the financial year ended March 31, 2024, to approximately S$16.8 million for the financial year ended March 31, 2025, mainly due to an increase in the export sales from India and Indonesia markets as we secured new projects from end-user such as “WeWork” and “Shopee” in these countries.

Cost of Revenue

Our cost of revenue primarily consists of purchasing costs of our flooring products and other direct costs associated with the sales of our flooring products, such as installation, freight and handling charges. Our cost of revenue increased by approximately S$0.5 million, or approximately 4.7%, from approximately S$10.3 million for the financial year ended March 31, 2024 to approximately S$10.8 million for the financial year ended March 31, 2025. The increase was mainly due to an increase in the sales volume attributable to our export sales.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profits were approximately S$6.3 million and S$6.1 million for the financial years ended March 31, 2024 and 2025, respectively, and our gross profit margins were approximately 38.0% and 36.1%, respectively. Notwithstanding the increase in the revenue for financial year ended March 31, 2025, our gross profit has decreased marginally by approximately S$0.2 million, or approximately 3.7% primarily due to higher proportion of export sales where the gross profit margin is generally lower than local sales in Singapore. Additionally, the lower gross profit margins from our export sales is primarily due to lower prices for our goods in certain international markets outside of Singapore, as well as increased logistical costs. Accordingly, our overall gross profit margin deteriorated by approximately 1.9% for the financial year ended March 31, 2025, as compared to financial year ended March 31, 2024.

Selling and distribution expenses

For the financial year ended March 31, 2025, selling and distribution expenses increased by S$16,052 or approximately 8.0%, from S$200,415 for the financial year ended March 31, 2024 to S$216,467 for the financial year ended March 31, 2025. The increase was mainly due to an increase in the business development expenses by S$22,713 as we expand our export sales. This was partially offset by a decrease in shipping costs as we achieved higher shipping efficiency with more exports that shipped directly from our factories to our overseas clients.

General and administrative expenses

General and administrative expenses remain relatively constant for the financial years ended March 31, 2024 and 2025.

Depreciation expenses

Depreciation expenses remain relatively constant for the financial years ended March 31, 2024 and 2025.

Operating lease expenses

Operating lease expenses remain relatively constant for the financial years ended March 31, 2024 and 2025.

Income from operations

As a result of the above, income from operations decreased by S$320,348, from approximately S$1.5 million for the financial year ended March 31, 2024 to approximately S$1.2 million for the financial year ended March 31, 2025.

Other income

Other income decreased by S$418,581, from S$715,571 for the financial year ended March 31, 2024 to S$296,990 for the financial year ended March 31, 2025. The decrease was mainly due to a drop in sundry income of S$333,863 as we did not receive any income from surrendering of insurance policy in FY2025, which we did in FY2024. In addition, we also did not record any forex gain and gain on lease modification in FY2025, which we received S$41,989 and S$28,338, in FY2024 respectively. The gain on lease modification was attributable to the renewal of the office and warehouse leases in FY2024.

Other loss

Other loss increased by S$16,880, from S$112,713 for the financial year ended March 31, 2024 to approximately S$129,593 for the financial year ended March 31, 2025. The increase was mainly due to increase in the loss on foreign exchange as our export sales were primarily denominated in United States dollars.

Finance expenses

Finance expenses increased by S$35,914, from S$150,321 for the financial year ended March 31, 2024 to S$186,235 for the financial year ended March 31, 2025. The increase was primarily attributable to higher interest charges incurred on trade financing facilities, which were utilized to support the increase volume of export sales.

Income tax expenses

Our income expenses were S$146,954 and S$117,999 for the financial years ended March 31, 2024 and March 31, 2025, respectively. We incurred lower income tax expenses for the financial year ended March 31, 2025 which is in line with our lower income before income taxes expenses.

Net income

As a result of the above, net income after tax decreased by approximately S$0.8 million or 42.9%, from approximately S$1.8 million for the financial year ended March 31, 2024 to approximately S$1.0 million for the financial year ended March 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital Analysis

As of March 31, 2024, current assets of approximately S$13.6 million comprised inventories, net of approximately S$4.7 million, cash and cash equivalents of approximately S$2.4 million, account receivables, net of approximately S$0.8 million, contract asset of approximately S$0.4 million, short term investment of S$5.0 million and other current assets of approximately S$0.3 million. Current liabilities of S$3.9 million comprised short-term borrowings of approximately S$1.7 million, accounts and other payables of approximately S$0.7 million, contract liabilities of approximately S$0.7 million and current operating lease liabilities of approximately S$0.8 million. As a result of the foregoing, net current assets as of March 31, 2024 were approximately S$9.6 million.

As of March 31, 2025, current assets of approximately S$7.5 million comprised inventories, net of approximately S$4.6 million, cash and cash equivalents of approximately S$0.8 million, account receivables, net of approximately S$1.1 million, contract asset of approximately S$0.3 million, deferred offering costs of approximately S$0.4 million and other assets of approximately S$0.3 million. Current liabilities of S$3.8 million comprised of short-term borrowings of approximately S$2.3 million, accounts and other payables of S$0.3 million, contract liabilities of approximately S$0.3 million and current operating lease liabilities of approximately S$0.9 million. As a result of the foregoing, net current assets as of March 31, 2025 were approximately S$3.8 million.

Cash flows Analysis

Operating activities

For the financial year ended March 31, 2024, we recorded net cash generated from operating activities of approximately S$3.0 million, which consisted of net cash inflow of approximately S$1.3 million from operating activities before changes in working capital. We recorded net working capital inflow of approximately S$1.7 million mainly due to decrease in account receivables, inventories and deferred tax assets of approximately S$1.0 million, S$0.8 million and S$0.1 million, respectively, which was offset by increases in contract assets of approximately S$0.2 million.

For the financial year ended March 31, 2025, we recorded net cash generated from operating activities of S$82,875, which consisted of net cash inflow of approximately S$0.5 million from operating activities before changes in working capital. We recorded net working capital outflow of approximately S$0.4 million mainly due to decrease in contract liabilities of approximately S$0.4 million and decrease in accounts payable of approximately S$0.3 million, which was partially offset by decrease in account receivables of approximately S$0.3 million.

Investing activities

For the financial year ended March 31, 2024, the net cash used in investing activities of approximately S$1.4 million was mainly due to net placement of approximately S$1.5 million into other investments which was partially offset by interest income received of approximately S$0.1 million from our investments.

For the financial year ended March 31, 2025, the net cash generated from investing activities of approximately S$2.1 million was mainly due to net divestment of our other investments of S$2.0 million.

Financing activities

For the financial year ended March 31, 2024, the net cash used in financing activities of approximately S$0.9 million was mainly due to repayment of working capital loan of approximately S$0.6 million and S$0.3 million dividends paid to shareholders of our Singapore subsidiary in FY2024.

For the financial year ended March 31, 2025, the net cash used in financing activities of approximately S$3.8 million was mainly due to repayment of director’s loan of approximately S$1.0 million and partial dividends paid to shareholders of our Singapore subsidiary of S$2.8 million.

Future Capital Requirements

We finance our daily operations through a combination of shareholders’ equity (share capital and retained profits) and net cash generated from operating activities. As of March 31, 2025, our shareholder’s equity as well as cash and cash equivalents amounted to approximately S$7.7 million and S$0.8 million, respectively. For the financial year ended March 31, 2025, we generated profit of S$1.0 million with net operating cash inflows of S$82,875.

Our cash is primarily used for working capital requirements for day-to-day operations, capital and investment expenditures as well as fulfilment of contractual obligations. Although we have limited credit available from our major suppliers and are obligated to settle the purchase invoices on time and we are also expected to make timely payments on existing leases and repayment for banking facilities, we believe that, absent unforeseen circumstances, our current cash and cash flows provided by operating activities and banking facilities from banks, will be sufficient to meet our needs to fund our capital requirements for day-to-day operations, contractual and debt obligations as well as other commitments in the next 12 months from the date the audited financial statements are issued. In assessing our liquidity, we have taken into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from this Offering.

However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decided to accelerate our growth, then additional financing may be required. No assurance can be provided, however, that additional financing, if required, would be available at all or on favourable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

Capital Expenditures

Our capital expenditures amounted to approximately S$18,535 and S$122,541 relating to the purchase of equipment and motor vehicles for the financial years ended March 31, 2024 and 2025, respectively. We plan to fund our future capital expenditures with our existing cash balance and proceeds from this Offering. We will continue to make capital expenditures to meet the expected growth of our business, including for office equipment and leasehold improvements. 

Contractual Obligations

Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. As of March 31, 2025, the future minimum payments under certain of our contractual obligations were as follows: