Exhibit 10.7

THE SYMBOL “[  ]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED IN RELIANCE UPON ITEM 601 OF REGULATION S-K AS THE REGISTRANT HAS DETERMINED THAT THE OMITTED INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LICENCE AGREEMENT

This Agreement is made the 10th day of DECEMBER 2021 between

ACCELERATE TECHNOLOGIES PTE LTD (Co. Reg. No. 199503187D), a company incorporated in Singapore and having its place of business at 1 Fusionopolis Way, #19-10 Connexis North, Singapore 138632 (hereinafter referred to as “A*CCELERATE”) of the first part; and

LICENSEES, full details of which are set out in Schedule 1, of the second part.

RECITAL

NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, A*CCELERATE and LICENSEES hereby agree as follows:-

“A*CCELERATE’s Affiliates” means the Agency for Science, Technology and Research (“A*STAR”) and all the research institutes and centres managed and funded by A*STAR.

“Confidential lnformation” means all information of A*CCELERATE or A*CCELERATE’s Affiliates, including prototypes and samples, which may be disclosed to LICENSEES at any time and from time to time during the Term of this Agreement, which may be identified or designated by A*CCELERATE as proprietary, confidential or secret and includes information which by its nature should be proprietary, confidential or secret. The specific terms and conditions of this Agreement shall, unless required under any applicable laws, rules and regulations or by any competent court, authority or regulatory body or stock exchange, be deemed to be Confidential Information. Confidential Information shall not include any information or material that is: (i) already in the possession of LICENSEES without prior restriction; (ii) independently developed by LICENSEES; (iii) publicly disclosed by A*CCELERATE; (iv) rightfully received by LICENSEES from a third party; (v) approved for release by written agreement with A*CCELERATE or (vi) made available by A*CCELERATE to others without restriction.

“Documentation” means any user guides, instruction manuals and other documents whether in written or machine-readable form relating to the Technology.

“Effective Date” means the effective date of this Agreement as set out in Schedule 1 of this Agreement.

“Enhancements” means all new versions of, modifications, additions, alterations, improvements, upgrades and development to the Technology developed by LICENSEES.

“Field” means the field of use as described in Schedule 1 of this Agreement.

“Intellectual Property” means know-how and intellectual property rights (including without limitation patents, copyrights, designs, trade secrets, and rights in Confidential Information) worldwide arising under statutory or common law, and whether or not perfected, and any applications of the foregoing.

“Licensed Products” means the products as described in Schedule 1 of this Agreement.

“Royalties” means the amounts payable by LICENSEES to A*CCELERATE as set out in Schedule 1.

“Sales Report” means the sales report as set out in Schedule 2 to be submitted by LICENSEES to A*CCELERATE pursuant to this Agreement.

“Technology” means the technology as described in Schedule 1 of this Agreement.

“Term” means the period of time as set out in Schedule 1 of this Agreement.

“Territory” means the countries as set out in Schedule 1 of this Agreement.

LICENSEES shall bear full responsibility for any and all liability, losses, damages, costs and expenses arising out of (i) any claims (including third party infringement claims) relating to the LICENSEES’ use of the Technology, Documentation and/or Enhancements; or (ii) breach, negligent performance and/or failure of performance by LICENSEES of the terms of this Agreement, except to the extent when caused by the wilful misconduct of A*CCELERATE. For avoidance of doubt, in no event shall A*CCELERATE be liable for any incidental, consequential or special damages arising out of or related to this Agreement, including, but not limited to, loss of business opportunity, lost profits or pure economic loss. Notwithstanding anything to the contrary, A*CCELERATE’s total and cumulative liability under this Agreement, however arising, shall not exceed any amount that LICENSEES has actually paid to A*CCELERATE pursuant to this Agreement.

LICENSEES shall ensure that it complies with all applicable laws, rules and regulations governing the use, export and disposal of the Technology and the Licensed Products.

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IN WITNESS HEREOF, the parties have executed this Agreement by their duly authorised representatives as of the date set forth above.

SCHEDULE 1

Optics

Know How

This invention describes a new type of 2D FZP lens that can operate in the UV and DUV range. The new lens can be used in a direct laser writing (DLW) system, a maskless lithography system used in the semiconductor industry for mask fabrication and in many laboratories for nanofabrication. Due to the fundamental diffraction limit in conventional objective lenses, the currently available DLW systems have resolutions in the 250nm range. A DLW system with a resolution in the 100nm range will enable many types of nano-patterning work that could have only been accomplished by ebeam or focused ion-beam writings, at a greater efficiency and lower cost. The new lens can break the diffraction limit in DLW systems and produce resolutions of up to 100nm using a low cost solid state laser.

This invention covers the process of flat optics design and manufacturing. Traditional optical elements rely on small, cumulative changes induced by propagation, whereas flat optical elements rely on large, abrupt changes induced by nanoantennae. The design and manufacturing of flat optics brings the manufacturing of optical components to semiconductor standards, provides the ability to manufacturing optical components into nanometers and involves (i) wafer-scale fabrication, which reduces the costs of manufacturing; and (ii) monolithic integration, which improves manufacturing yield.

Flat optics allow for advanced functionalities, which are enabled by simultaneous phase, polarization and amplitude control. The potential applications fields of flat optics include cameras and imaging, laboratory and technical tools and complex light generation.

The above know how incorporates know how in the integration of the DLW lens architecture as covered in the following:

Patent (Applications / Granted)

LICENSEE hereby confirms that A*CCELERATE has effected full delivery of the Technology and Documentation and all information relating thereto in sufficient detail to enable LICENSEE to use the Technology as contemplated under Clause 2.1. Nothing in this Agreement shall be construed as requiring A*CCELERATE to prepare or deliver to LICENSEE any further information, documents or data relating thereto or engage in any technical studies or research or development or other obligation with regards to the use and operation of any part of the Technology.

Diffractive optical lenses, flat lenses and nanoimprint masters for use within the Field only which incorporates the Technology (or part thereof) or which cannot be developed, manufactured, used, sold, performed or provided without infringing A*CCELERATE’s rights in the Technology. For the avoidance of doubt, a Licensed Product includes a complete system, which may include hardware, software, accessories, implementation manuals and the like, or a sub-system of a complete system, incorporating the Technology (or part thereof).

13 DECEMBER 2021

10 years from the date of execution of this Agreement

For Know-How, all countries worldwide.

For Patents, all countries in which patent applications are filed at any time during the Term.

METASURFACES TECHNOLOGIES PTE LTD shall pay the following Licence Fee:

Upfront Fee

The upfront fee is to be satisfied by the issuance and allotment of fully paid-up ordinary shares of METASURFACE (which, for illustrative purpose in this Agreement, represents approximately 5% of the enlarged issued and paid-up share capital of METASURFACE (based on an indicative pre-money valuation of METASURFACE at approximately S$57.65 million confirmed through a third party valuer) on a fully diluted basis upon such issuance (“A*CCELERATE’s Shares”).

METASURFACE shall notify A*CCELERATE of its plans to submit for listing application at least 90 clear days before the date of submission of the listing application. A*CCELERATE shall subscribe for the aforesaid shares at least 28 clear days before the date of the submission of METASURFACE’s listing application form. If the listing application is not submitted within 24 months of the Effective Date, A*CCELERATE has full discretion of when to subscribe for the aforesaid shares.

Non – dilution Rights

A*CCELERATE’s shareholding interest in METASURFACE represented by A*CCELERATE’s Shares shall be non dilutable, until the date on which:

provided always that such non-dilution rights shall be exercised before and/or terminated upon the submission of an application for listing of METASURFACE or a related corporation of the Licensees on an internationally recognised stock exchange (including The Stock Exchange of Hong Kong Limited (“SEHK”) (“IPO”) and Accelerate undertakes to execute any such agreements and/or give any such corporate authorisations to effectuate such termination, and such non-dilution rights shall not prohibit METASURFACE from issuing new shares to third parties at any time.

For the purposes of a contemplated IPO, METASURFACE intends to restructure into a holding company (“Holdco”). The parties’ intention is for A*CCELERATE to hold approximately [   ] of the enlarged issued and paid-up share capital of Holdco immediately prior to the submission of an application for the contemplated IPO and Accelerate undertakes to execute all such agreements and/or give all such corporate authorisations to effectuate such restructuring.

Shareholder’s Call Option

The remaining shareholders as at the date of issue of A*CCELERATE’s Shares shall have the option but not the obligation (“Call Option”) from the Effective Date of the Licence Agreement to purchase at least 50% of A*CCELERATE’s Shares (“Call Option Shares”) at an exercise price for each of A*CCELERATE’s Shares calculated based on the higher of (i) an implied valuation of METASURFACE of [   ] or (ii) market valuation of METASURFACE based on the most recent investment round (which shall not exceed 12 months before the date of exercise of the Call Option). The call option period is within 3 years from the Effective Date of the Licensing Agreement provided always that shall automatically terminate upon the submission of an application for the IPO.

The Call Option may be exercised by notice in writing by the other shareholders (“Call Option Party”) to A*CCELERATE. Upon exercise of the Call Option by the Call Option Party, A*CCELERATE shall be obliged to sell the Call Option Shares to the Call Option Party. A*CCELERATE and the Call Option Party shall engage each other in good faith and shall use all reasonable endeavours to complete the sale of the Call Option Shares within ten (10) business days.

A*CCELERATE’s Put Option

Upon occurrence of a Change in Control (as defined below), A*CCELERATE shall have the option but not the obligation to sell its shares in METASURFACE to the other shareholders at an exercise price of each of A*CCELERATE’s Shares at a valuation of METASURFACE of the higher of [   ] and the implied market valuation based on fair market valuation, whichever is higher.

Each of the Call Option and the Put Option shall automatically terminate upon the submission of an application for the IPO and Accelerate undertakes to execute any such agreements and/or give any such corporate authorisations to effectuate such termination.

For the purposes of this paragraph, a “Change in Control” means:

If the submission of an application for an IPO does not take place within 5 years from the Effective Date, A*CCELERATE shall have the option but not the obligation to sell all its remaining A*CCELERATE’s Shares to the other shareholders of METASURFACE at a price equivalent to 8% of the gross revenue of METASURFACE in the year of exit.

Exit

A*CCELERATE will be able to achieve an exit upon:

All terms under the headers “Non-dilution Rights”, “Shareholder’s Call Option”, “A*CCELERATE’s Put Option” and “Exit” are subject to a definitive Share Subscription Agreement, which will be on such terms as agreed between the parties. In the event of any conflict, the terms and conditions set out in the definitive agreements shall take precedence. Notwithstanding the foregoing, it is understood and agreed that the aforementioned terms shall remain substantively the same as stated herein, and shall remain enforceable in the event a definitive Share Subscription Agreement is not entered into.

METAOPTICS TECHNOLOGIES PTE. LTD. shall pay the following royalties:

Where no sublicensing takes place, 1.5% of Gross Revenue attributable to the Licensed Products during the Term, subject to the annual minimum payment (as stated in (c) below), and

Where sublicensing takes place, an additional [   ] of Gross Revenue attributable to the Licensed Products during the Term derived from the sublicensing only.

For the purposes of this Agreement, “Year 1” shall refer to the calendar year commencing 1 January 2022 to 31 December 2022 and succeeding references to “Year” shall be construed with reference to subsequent calendar years accordingly.

“Gross Revenue” means any and all consideration received and receivable by METAOPTICS, including but not limited to all revenue received by METAOPTICS in respect of any sale, distribution, use or other disposition of Licensed Product. if any Licensed Product is distributed in a transaction that is not at arms-length for a discounted price that is substantially lower than the customary price charged by LICENSEE, or distributed for a non-cash consideration (whether or not for a discount), Gross Revenue shall be calculated based on the non-discounted price amount of the Licensed Product charged to an independent party during the same reporting period or in the absence of such sales, on the fair market value of the Licensed Product. For the purposes of this definition, Gross Revenue shall be computed before deducting income tax or any other taxes, refund, discount, credit or other offset.

Payment Terms

The Licensees agree to the following commercialisation obligations:

If the Licensees are unable to show sufficient evidence and effort to commercialise the Technology, Patents and any Enhancements in accordance with commercialization obligations (b) to (d), A*CCELERATE reserves the right to terminate this Agreement with 3 months’ notice in writing.

SCHEDULE 2

SALES REPORT

Name of LICENSEE:

Reporting period:

Licence Agreement reference no:

Technology:

Note: Please insert more rows if necessary

* For sales invoice in foreign currency, please indicate the exchange rate used to convert to S$

We hereby certify that the above information is correct.

ADDENDUM TO LICENCE AGREEMENT

THIS ADDENDUM TO LICENCE AGREEMENT is made on 29^th April 2025 and deemed to take effect from 29^th April 2025 (“Effective Date”)

Between

ACCELERATE TECHNOLOGIES PTE LTD (Co. Reg. No. 199503178D), a company incorporated in Singapore and having its place of business at 2 Fusionopolis Way, #08-08, Innovis, Singapore 138634 (“A*CCELERATE”),

METASURFACE TECHNOLOGIES PTE LTD (Co Reg. No 200000161Z), incorporated in Singapore and having its place of business at 43 Tuas View Circuit, Singapore 637360 (“MST”)

And

METAOPTICS TECHNOLOGIES PTE LTD (Co. Reg. No. 202120933K), incorporated in Singapore and having its place of business at 81 Ayer rajah crescent, #01-45, Singapore 139967 (“MOT”)

(MST and MOT shall collectively be known as LICENSEES)

(A*CCELERATE and the LICENSEES shall hereinafter be referred to as “the Parties” and singularly as a “Party”.)

WHEREAS:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained in this Addendum, it is hereby agreed as follows:

a. Section 9 (“Commercialisation Obligations”) of Schedule 1 of the Original Agreement shall be deleted in its entirety and replaced with the following:

The Licensees agree to the following commercialisation obligations:

If the Licensees are unable to show sufficient evidence and effort to commercialise the Technology, Patents and any Enhancements in accordance with commercialization obligations, A*CCELERATE reserves the right to terminate this Agreement with 3 months’ notice in writing.

Signature page follows

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed by their duly authorised representatives.