As filed with the U.S. Securities and Exchange Commission on May 28, 2026.

Registration No. 333-295248

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

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AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SunScout Holding Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrants name into English)

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112 Kaimanawa Street
Kelvin Grove
Palmerston North 4414
New Zealand
+64 27 230 0946
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

_____________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

_____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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

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

Emerging growth company ☒

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

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

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

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

SunScout Holding Limited

4,000,000 Class A Ordinary Shares

This is an initial public offering of our class A ordinary shares of par value of US$0.0001 each (the “Class A Ordinary Shares”). We are a Cayman Islands exempted company with limited liability with principal places of business in New Zealand and the United States through our wholly-owned subsidiaries, SunScout New Zealand Limited, a limited liability company formed in New Zealand (“SunScout NZ”), and Brightway Energy LLC, a limited liability company formed in the State of Delaware (“SunScout USA”), respectively. We are offering, on a firm commitment basis, 4,000,000 Class A Ordinary Shares. We anticipate that the initial public offering price of the Class A Ordinary Shares will be between US$5.00 and US$6.00 per Class A Ordinary Share.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. We intend to apply to list our Class A Ordinary Shares on the New York Stock Exchange American (“NYSE American”) under the symbol “SNSC.” This offering is contingent upon the listing of our Class A Ordinary Shares on the NYSE American and there can be no assurance that we will be successful in listing our Class A Ordinary Shares on the NYSE American. The offering will not proceed unless our Class A Ordinary Shares are accepted for listing on the NYSE American.

Our authorized share capital is US$50,000 divided into 500,000,000 ordinary shares of par value of US$0.0001 each, comprising (a) 450,000,000 Class A Ordinary Shares and (b) 50,000,000 class B ordinary shares of par value of US$0.0001 each (the “Class B Ordinary Shares”). As of the date of this prospectus, there are 20,000,000 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares issued and outstanding. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to twenty (20) votes. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. In addition, each Class B Ordinary Share will automatically convert into one (1) Class A Ordinary Share upon any sale, transfer, assignment or disposition to any person who is not a Designated Person (as defined below) or an affiliate of a Designated Person. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Holders of Class A Ordinary Shares are entitled to receive dividends when and if declared by the board of directors. Holders of Class B Ordinary Shares are not entitled to receive any dividends. Save and except for voting rights, conversion rights, and dividend rights, the Class A Ordinary Shares and the Class B Ordinary Shares rank pari passu with one another.

Throughout this prospectus, unless the context indicates otherwise, any references to “us”, “we”, “our” “SunScout,” “the Company,” or “our Company” are to SunScout Holding Limited, a Cayman Islands holding company.

Neither the United States Securities and Exchange Commission nor any state securities commission 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.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 16 to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Our Being an Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” beginning on pages 12 and 12 of this prospectus for more information.

We were incorporated in the Cayman Islands on August 18, 2025, as a holding company of our business, which, upon the completion of the restructuring as described below, will be operated through our wholly-owned subsidiaries, SunScout NZ and SunScout USA, in New Zealand and the United States respectively. The Class A Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands and not equity interests in SunScout NZ or SunScout USA.

You are investing in Class A Ordinary Shares of the Company, the Cayman Islands holding company. Investors of our Class A Ordinary Shares are not purchasing and may never directly hold equity interests in SunScout NZ or SunScout USA. Such a structure involves unique risks to investors in this offering.

Upon completion of this offering, our issued and outstanding share capital will consist of 24,000,000 Class A Ordinary Shares, assuming the underwriters do not exercise their over-allotment option. This share count excludes the Class A Ordinary Shares issuable to the sellers under the Brightway MPA (as defined herein), having an aggregate value of $3,000,000, with the number of such Class A Ordinary Shares to be calculated based on the actual initial public offering price of the Class A Ordinary Shares in this offering, which, pursuant to the terms of such agreement, will be issued six months after the date our Class A Ordinary Shares are listed on NYSE American. Assuming the mid-point of the price range of $5.50 per Class A Ordinary Share, 545,455 Class A Ordinary Shares would be issuable to the sellers, which would increase the total number of our issued and outstanding Class A Ordinary Shares to 24,545,455. Immediately after the completion of this offering we expect to be a controlled company as defined under Section 801(a) of the NYSE American Company Guide because Mr. Edwin Cywinski, our Chief Executive Officer, Chairman of the Board and Executive Director and his son Mr. Marc Cywinski, our Chief Operating Officer, will together beneficially own 49.83% of our total issued and outstanding Class A Ordinary Shares and 100% of our total issued and outstanding Class B Ordinary Shares and will be able to exercise 96.30% of the aggregate voting power of our total issued and outstanding share capital, assuming that the underwriters do not exercise their over-allotment option. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules although we do not presently intend to rely on such exemptions.

Although we do not intend to rely on the “controlled company” exemption under the NYSE American listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nomination and compensation committees might not consist entirely of independent directors upon closing of the offering.

As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements due to the fact that any concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. In addition, this may have anti-takeover effects and may prevent or discourage unsolicited acquisition proposals or offers for our share capital that you may feel are in your best interest as one of our shareholders. For additional information, see “Risks Relating to Our Securities and This Offering — Our controlling shareholder has substantial influence over the Company. Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions.” on page 34.

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(1)      Initial public offering price per share is assumed to be US$5.50, being the midpoint of the price range set forth on the cover page of this prospectus.

(2)      We have agreed to pay the underwriters a discount equal to seven percent (7.0%) of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of this offering payable to the underwriters. For a description of the other compensation to be received by the underwriters, see “Underwriting” beginning on page 144.

(3)      Excludes fees and expenses payable to the underwriters. The total amount of underwriters expenses related to this offering is set forth in the section entitled “Expenses Relating to This Offering” on page 148.

(4)      Assuming that the underwriters do not exercise any portion of their over-allotment option.

If we complete this offering, net proceeds will be delivered to us on the closing date.

This offering is being conducted on a firm commitment basis and the underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such shares are taken. The underwriters expect to deliver the Class A Ordinary Shares to the purchasers against payment on or about [•], 2026.

TABLE OF CONTENTS

Until          , 2026 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Neither we, nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we, nor the underwriters take responsibility for, and provide no assurance about the reliability of, any information that others may give you. Please read this prospectus carefully. It describes our business, our financial condition and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, nor the underwriter 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 Class A Ordinary Shares and the distribution of this prospectus outside the United States.

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our outstanding securities are owned by non-U.S. residents. As of the date of this prospectus, four of our shareholders who are U.S. residents beneficially own 8,200,000 Class A Ordinary Shares, representing 41% of our total issued and outstanding Class A Ordinary Shares. 7,500,000 Class B Ordinary Shares, representing 50% of our total issued and outstanding Class B Ordinary Shares, are owned by a shareholder whose beneficial owner is a U.S. resident. Under the rules of the U.S. Securities and Exchange Commission (the “SEC”), we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

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

Our financial year ends on June 30 of each year. References in this prospectus to a financial year, such as “financial year 2025,” relate to our financial year ended June 30 of that calendar year.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of New Zealand Dollars into U.S. dollars for the financial years ended June 30, 2024, and 2025 were made with the exchange rates stated below.

We make no representation that the New Zealand dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or New Zealand dollars, as the case may be, at any particular rate or at all.

MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from market research, reports of governmental and international agencies and industry publications, gathered by the Company. Statistical data in these publications also include projections based on a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The industry in which we operate in may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

•        changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;

•        our financial condition, results of operations and dividend policy;

•        changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

•        the regulatory environment and industry outlook in general;

•        the actions of our competitors and increase in competition;

•        catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

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

•        the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;

•        our ability to execute our strategies;

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

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

•        exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;

•        changes in interest rates or rates of inflation; and

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

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect. You should not place undue reliance on these forward-looking statements.

DEFINITIONS

“Class A Ordinary Shares” means the class A ordinary shares of par value of US$0.0001 each in the capital of the Company, and entitled to one (1) vote on all matters subject to vote at general meetings of the Company.

“Class B Ordinary Shares” means the class B ordinary shares of par value of US$0.0001 each in the capital of the Company, and entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company.

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“CAGR” means compound annual growth rate.

“Company,” “our Company,” or “SunScout” means SunScout Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability on August 18, 2025.

“Designated Person” means each of Friedrich Edwin Cywinski and Marc Cywinski, being the founders of the Company, and in that context, an “affiliate” of a Designated Person means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Designated Person, and includes, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, whether by blood, marriage or adoption, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“CNC” means computer numerical control.

“DSA” means our proprietary deployable solar array technology.

“Directors” means the directors of our Company as at the date of this prospectus, unless otherwise stated.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Executive Directors” means the executive Directors of our Company as at the date of this prospectus, unless otherwise stated.

“Executive Officers” means the executive officers of our Company as at the date of this prospectus, unless otherwise stated.

“Group,” “our Group,” “we,” “us,” or “our” means our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.

“Independent Directors Nominees” means the independent non-executive director nominees of our Company as at the date of this prospectus, unless otherwise stated.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company.

“NZ$,” or “NZD” or “New Zealand Dollars” means New Zealand dollar(s), the lawful currency of New Zealand.

“Sarbanes Oxley Act” means The Sarbanes-Oxley Act of 2002.

“SEC” or “U.S. Securities and Exchange Commission” means the United States Securities and Exchange Commission.

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

“SunScout Asia” means our joint-venture company, SunScout Asia Company Limited, incorporated on September 7, 2025 in Thailand, that provides component sourcing, assembly, and final quality inspection for our Autonomous Mowing Products (as defined herein) which are distributed to international markets. As of the date of this prospectus, SunScout Limited holds a 43% equity stake in SunScout Asia.

“SunScout NZ” or “SunScout New Zealand” refers to SunScout New Zealand Limited, a limited liability company formed in New Zealand on July 29, 2020, doing business as “Brunton Engineering” and a wholly owned subsidiary of our Company. The Brunton Engineering business was originally established as a family-owned engineering workshop in Palmerston North, New Zealand in 1998 and operated under various entities over time, including Owen Brunton Engineering Limited and later D C Brunton Limited, which was subsequently struck off. The operating business later known as Brunton Engineering Limited was incorporated in 2006 and continued the Brunton family’s engineering operations in Palmerston North. In May 2024, SunScout New Zealand Limited acquired the operating assets of this business and has since conducted the engineering operations under the Brunton Engineering trade name. Following the transfer of the business to new ownership, the former Brunton Engineering Limited was renamed DKS Holdings Limited and entered voluntary solvent liquidation, as confirmed by a notice published in the New Zealand Gazette.

“SunScout USA” refers to Brightway Energy LLC, a limited liability company organized under the laws of the State of Delaware on February 9, 2020, and qualified to transact business in the Commonwealth of Massachusetts pursuant to a Certificate of Authority, and a wholly owned subsidiary of our Company.

“U.S.,” “United States” or “US” means the United States of America.

“US$,” or “USD” or “United States Dollars” means United States dollar(s), the lawful currency of the United States of America.

“U.S. GAAP” means the generally accepted accounting principles in the United States of America.

RISK FACTORS

Investing in our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

Risks Relating to Our Business and Industry

CRHL may exercise its enforcement and/or conversion rights under a convertible loan agreement, which could result in substantial dilution of our ownership interests in, and a loss of our control over, SunScout New Zealand and SunScout Limited

Pursuant to the Regional Strategic Partnership Loan (as defined herein), CRHL holds a right, upon the occurrence of a “Qualifying Equity Financing” event (as defined herein), to elect in its sole discretion to convert some or all of the outstanding loan balance into ordinary shares in SunScout Limited (the “Guarantor” under the Regional Strategic Partnership Loan). A “Qualifying Equity Financing” event means any issue of shares by SunScout Limited pursuant to which SunScout Limited raises capital equal to or greater than NZ$2,000,000.

The transfer of SunScout Limited’s shares to the Company as part of the Reorganization and the Company’s subsequent IPO could be considered as constituting a Qualifying Equity Financing event and/or an event of default under the Regional Strategic Partnership Loan. As of the date of this prospectus, the convertible loan is required to be repaid in full by no later than June 15, 2026, as most recently extended pursuant to a written confirmation from CRHL to the Company dated May 13, 2026. No repayments of principal or interest have been made to date.

If, for any reason, the loan is not repaid in full by this date (or such other later date as may be agreed between CRHL (as defined herein) and the Company), CRHL may take enforcement action in respect of any event of default, including declaring all amounts outstanding immediately due and payable, and may also elect to exercise its conversion rights under the loan agreement and acquire an equity interest in SunScout Limited. CRHL may elect to convert all or a portion of the outstanding loan balance and any amounts not converted would remain outstanding as a debt obligation of SunScout New Zealand Limited (the “Borrower” under the Regional Strategic Partnership Loan) under the existing loan terms. Any exercise of conversion rights would result in SunScout New Zealand and SunScout Limited ceasing to be wholly owned subsidiaries of the Company, resulting in a loss of our control over each of those entities. Assuming that the Reorganization is treated as a Qualifying Equity Financing, that the Conversion Price under Schedule 3 is calculated by reference to the implied per-share value of SunScout Limited ordinary shares immediately prior to the Reorganization (being US$16.6234 per share, calculated by reference to the share transfer by BKK Consultants Limited completed on November 14, 2025 as part of the Reorganization), less the 15% contractual discount under Schedule 3, and that CRHL elects to convert the entire amount of the outstanding loan balance of US$2,092,154 as of December 31, 2025 (comprising US$1,830,000 of outstanding principal and US$262,153.99 of accrued interest), CRHL would receive approximately 148,066 newly issued ordinary shares of SunScout Limited, and the Company’s ownership of SunScout Limited (and indirectly its ownership of SunScout New Zealand Limited) would be reduced from 100% to approximately 40.3%, representing maximum dilution of approximately 59.7%. Following such a conversion, CRHL would become the majority shareholder of SunScout Limited and the Company would lose the ability to direct, on a stand-alone basis, the business strategy, capital allocation, dividend policy and disposition of assets of each of SunScout Limited and SunScout New Zealand Limited. The loss of control over SunScout Limited and SunScout New Zealand Limited, together with the substantial dilution of our equity interest in those entities, would materially and adversely affect our results of operations, financial condition, and the value of our Class A Ordinary Shares.

We have a limited operating history at commercial scale for our SunScout Products segment, and our ability to scale our business may be uncertain.

Our SunScout Products segment, which contributed approximately 27.95% and 18.50% of our revenue for the financial years ended June 30, 2025 and 2024, respectively and 9.35% and 8.55% of our revenue for the six months ended December 31, 2025 and 2024, respectively, has only recently entered commercial rollout. Revenue classified under SunScout Products for the financial years ended June 30, 2024 and June 30, 2025 and six months ended December 31, 2025 and 2024 did not arise from the sale of any physical SunScout products and such revenue reflects amounts received in connection with manufacturing and commercialization arrangements relating to SunScout Asia and the SunScout Eco products. While our Solar Power Development Solutions and Engineering Products and Services segments provide a more established operating base, the long-term growth of our Group depends on successfully scaling our SunScout Products globally. As we expand production and distribution through facilities in New Zealand, Thailand, and planned operations in the United States, we may face challenges in demand forecasting, component sourcing, regulatory certification, quality control, and after-sales support. If we are unable to scale production efficiently or achieve expected sales volumes, the contribution of this segment to our overall results may be lower than anticipated.

As we scale this business, we may face challenges related to production ramp-up, demand forecasting, component sourcing, supply chain continuity, regulatory certification across different jurisdictions, product reliability, and after-sales service. In addition, scaling an advanced product that combines robotics, solar technology, and AI-based navigation involves managing complex quality-control processes and ensuring consistency across manufacturing sites. Further, several of our products remain under development, including the SunScout Go-Easy EV Camper- and Utility-Van. Product development involving robotics, solar technology, and AI navigation carries inherent technical, regulatory, and commercialization risks. These products may take longer or require more capital to complete than anticipated, may not meet performance or safety requirements, and may not be successfully commercialized or achieve market acceptance. Failure to complete development or commercialize new products could adversely affect our growth strategy and product roadmap.

If we are unable to efficiently scale production, manage supply chains, or achieve the expected sales volumes for our SunScout Products, the contribution of this segment to our overall results of operations and growth strategy may be lower than anticipated.

Our growth depends on the successful commercialization and reliable performance of our proprietary DSA technology.

Our DSA technology is central to the operation and market positioning of our SunScout Products. It enables our robotic mowers to operate independently of the electrical grid by deploying integrated solar panels for autonomous charging. The commercial success of our SunScout Products depends on the efficiency, durability, and reliability of this technology under varied environmental and operating conditions. Any design flaw, manufacturing defect, software malfunction, or component degradation could impair performance, reduce customer satisfaction, or result in warranty claims. The DSA system itself remains in early stages of large-scale deployment. As we integrate the DSA into our new Complementary Products (as defined herein), including the “SunScout Solar Shelter”, “Go-Easy EV Utility Van,” and “Go-Easy EV Campervan”, we may face unforeseen engineering, certification, or cost challenges. If our DSA technology fails to perform as intended or cannot be manufactured at scale on a cost-effective basis, our competitive position and growth prospects could be adversely affected.

Geopolitical tensions and international trade policies may adversely affect our business, financial condition and results of operations.

Our operations and supply chain are global in nature. We source critical components for our SunScout Products, including motors, lithium-ion batteries, navigation modules, sensors, and solar panels, from suppliers located primarily in Asia, Europe, and the United States. Increasing geopolitical tensions and shifts in international trade policy — particularly involving the United States, China, and other major economies — have created uncertainty in global supply chains and may adversely affect our operations.

In recent years, the U.S. and other governments have imposed tariffs, export controls, and trade restrictions on certain products and technologies, including electronics, batteries, and solar components. Any expansion or continuation of such measures could increase our procurement costs, delay component deliveries, or limit our access to certain technologies and materials. Retaliatory trade actions, sanctions, or new restrictions on cross-border transactions could

similarly disrupt our supply chain or affect our ability to serve customers in certain markets. Trade negotiations among major economies remain fluid, and continued geopolitical conflicts or policy changes could further impact trade flows, component pricing, and investor confidence. Any material increase in tariffs, export restrictions, or other trade barriers affecting our suppliers or distributors could materially and adversely affect our business, financial condition, and results of operations.

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 which we intend to expand our business in.

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.

Generally, we fund our purchases and operations through our internal resources and short and long-term financing from banks and other financial institutions. 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. The interest rates for most of our credit facilities are subject to review from time to time by the relevant financial institutions. Given that we rely on these credit facilities to finance our purchases and operations and that interest expenses represent a significant percentage of our expenses, any increase in the interest rates of the credit facilities extended to us may have a material adverse impact on our profitability.

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 products and services, 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.

Our future success depends on our ability to successfully introduce and market new products and keep pace with evolving technologies and customer preferences.

The solar-energy and automation industries are characterized by rapid technological change, evolving regulatory requirements, and shifting customer preferences. Our future success depends on our ability to develop and offer products that meet changing performance, efficiency, and safety expectations. Advances in competing technologies — such as improved photovoltaic modules, energy-storage systems, or autonomous-navigation software — could render aspects of our existing SunScout Products less competitive or obsolete. We continually refine the design and specifications of our SunScout Products and other products to align with customer and regulatory standards. However, there is no assurance that we will be able to anticipate or respond to these changes in a timely or cost-effective manner. Delays in introducing updated models, or misjudging customer demand for new features, could reduce sales and market acceptance.

As we do not maintain material inventory of finished products, the principal risk is that technological developments could shorten product lifecycles and reduce demand for our current offerings before we recover our development costs. If we experience significant future growth, we may be required not only to make additional investments in hiring additional workforce to support our manufacturing capacity, but also to expand our infrastructure Any such reduction in market relevance could adversely affect our business, financial condition, and results of operations. Similarly, if we are unable to successfully introduce, integrate, and market new products, our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

We are susceptible to fluctuations in the prices and quantity of key components.

We depend on the availability of key components such as solar panels, lithium-ion batteries, motors, sensors, and control electronics that are sourced from third-party suppliers. The prices of these components may fluctuate significantly due to changes in raw-material costs, manufacturing capacity, global demand, supply-chain constraints, or geopolitical

events. If prices of critical components increase and we are unable to pass the higher costs to our customers, our margins and profitability could be adversely affected. Likewise, shortages or delays in obtaining sufficient quantities of components could disrupt our production and delivery schedules. Although we source components from multiple suppliers and regions to mitigate these risks, there is no assurance that such measures will fully protect us from price volatility or supply shortages. Any sustained increase in component costs or interruption in supply could materially and adversely affect our business, financial condition, and results of operations.

A significant portion of our total assets consists of intangible assets, which are subject to impairment and could result in material write-downs.

As of June 30, 2025, our intangible assets, consisting primarily of customer relationships and tradenames acquired in connection with the acquisition of Brunton Engineering, totaled approximately US$918,802, representing approximately 24% of our total assets of US$3,838,350. As of December 31, 2025, our intangible assets, consisting primarily of customer relationships and tradenames acquired in connection with the acquisition of Brunton Engineering, totaled approximately US$866,606, representing approximately 18% of our total assets of US$4,833,690. These intangible assets are recorded at their estimated fair values at the time of acquisition and are amortized over their estimated useful lives. We are required to evaluate our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, significant underperformance relative to projected future operating results, significant changes in the manner of use of the assets, significant negative industry or economic trends, and a significant decline in our stock price or market capitalization. If the carrying amount of an intangible asset exceeds its fair value, we would be required to record an impairment charge, which could result in material write-downs and have a material adverse effect on our financial condition and results of operations.

We are affected by interest rate increases with respect to our banking facilities.

Generally, we fund our operations via our internal resources and short and long-term financing from banks. 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. The interest rates for most of our credit facilities are subject to review from time to time by the relevant financial institutions. Given that we rely on these credit facilities to finance our operations and that interest expenses represent a significant percentage of our expenses, any increase in the interest rates of the credit facilities extended to us may have a material adverse impact on our profitability.

We have five loan facilities with an aggregate outstanding amount of approximately $2,559,556 as at the date of this prospectus. While there has yet to be an increase in the interest rates of the existing banking facilities, if the bank interest rates continue to rise and we are unable to pass this increased cost to our customers, our financial performance may be materially and adversely affected.

We may in the future engage in transactions with related parties, and such transactions may present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We may in the future enter into transactions with entities in which members of our board of directors and other related parties hold ownership interests. Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of our company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as default. For prospective transactions with any related parties after listing on the NYSE American, such transactions are subject to our Audit Committee’s review and approval.

We are dependent on a small number of key distributors for our SunScout Products, and disruptions in these distribution relationships could affect our ability to grow this business segment.

Our SunScout Products are currently marketed primarily through a limited number of third-party distributors and retail partners, including WWS in Europe, and MowBot in Australia. The loss of any of these distributors or a significant reduction in their orders could materially affect our sales and our ability to scale and expand our market presence. We

also have limited control over their marketing efforts, inventory levels, or customer service standards. If any distributor reduces its purchases, defaults on payment, or discontinues its relationship with us, or if we are unable to secure new distribution partners on comparable terms, our revenue and profitability could be materially and adversely affected.

Our continued success is dependent on our key management personnel and our experienced and skilled personnel, including our founder and CEO, Mr. Edwin Cywinski, and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements.

Since the commencement of our business, Mr. Edwin Cywinski, our Chief Executive Officer, Chairman and Executive Director, has been instrumental in leading the development of our DSA technology and establishing our integrated clean-energy solutions business. We rely on the extensive experience, technical knowledge, and wide industry network that Mr. Cywinski has built over more than two decades in the renewable-energy and materials-science industries, including through his prior leadership of eco-Kinetics and involvement in large-scale solar and engineering projects across Australasia and North America.

Our performance depends on the continued service and leadership of Mr. Cywinski, who plays an important role in formulating and implementing our business strategies and future plans. The technical expertise and long-standing relationships that he has developed with our suppliers, customers, and partners are vital to our business. If Mr. Cywinski were to resign or otherwise cease to be actively involved in our operations, there is no assurance that we would be able to identify and appoint a suitable replacement with comparable technical knowledge and industry connections in a timely manner.

In addition to Mr. Cywinski, we depend on the continued contributions of other key members of our management team, including Mr. Marc Cywinski, our Chief Operations Officer; Mr. Joshua Marotske, our Chief Technical Officer; and Mr. Jamie Parent, our Chief Financial Officer. Each brings extensive experience in operations, engineering, and financial management that is critical to our execution and growth. These individuals are compensated through a combination of base salary and performance-based equity incentives, which are designed to align management interests with those of our shareholders. If any of these key executives were to leave our Company or be unable to perform their duties, our business operations and strategic initiatives could be adversely affected.

Although we depend heavily on the services of Mr. Cywinski and other key management personnel, we do not maintain key-man life insurance policies on any of them. Therefore, if any of our key executives were to die or become disabled, we would not receive any compensation to mitigate the impact of such loss, which could materially and adversely affect our business, financial condition, results of operations, and growth prospects.

Our reputation and profitability may be adversely affected if there are defects, performance issues, or safety incidents involving our products that result in warranty claims and product recalls.

The quality, reliability, and safety of our products are critical to our reputation and business performance. Our SunScout robotic mowers, which incorporate sharp mechanical components, onboard batteries, and autonomous navigation software, are subject to risks of malfunction or failure arising from design defects, component issues, or improper use by customers. Our products are designed to comply with international standards, including AS/NZS 60335.2.107:2013 A1, ANSI/OPEI 60335-2-107:2020, IEC 60335-2-107:2017, and CE conformity requirements. Nevertheless, undetected defects or failures could still occur.

For the financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025, warranty claims and repair costs were not material to our results of operations; however, as our sales volume increases, the frequency and magnitude of such claims could rise. Any product failure, customer injury, or property damage could result in warranty obligations, product recalls, regulatory investigation, or litigation. In addition, reports of malfunctions — whether substantiated or not — could generate negative publicity and harm public confidence in our brand, particularly given the growing use of autonomous equipment in residential and public environments.

We have implemented safety and quality-control procedures across all production sites. Such measures, however, may not prevent, reveal or detect defects in our products, and such defects may not become apparent until after our products have been sold into the market or in the event of an actual incident. Consequently, there is a risk that product defects may occur and such defects will require a product recall. Any product recalls and related remedial actions can be costly to our operations and could have a material adverse effect on our business, results of operations, and financial condition. Furthermore, product recalls could result in negative publicity and public concern regarding the safety of our products, which could harm the reputation of our products and our business and could cause the market value

of our shares to decline. If we are required to undertake a product recall, incur significant warranty or repair costs, or face adverse publicity or legal claims arising from product performance or safety issues, our reputation, financial condition, and results of operations could be materially and adversely affected.

Since our establishment, we believe that we have built goodwill in our brands and thus customer loyalty. Hence, if there are any major lapses in our products or services and/or due to circumstances beyond our control resulting in negative publicity, our reputation may be adversely affected, and our customers may lose confidence in our products or services. In such an event, our business and hence our profitability and financial performance may be adversely affected.

A significant failure or deterioration in our quality control systems could have a material adverse effect on our business and operating results.

The quality and safety of our products are critical to the success of our business and operations. As such, it is imperative that our (and our service providers’) quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training programs and adherence by employees to quality control guidelines. Although we strive to ensure that all of our service providers have implemented and adhere to high-quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on our business and operating results.

We may be subject to claims arising from accidents or damages caused by the use or malfunction of our products.

Our SunScout Products are designed to operate autonomously and incorporate mechanical and electrical components such as motors, blades, and lithium-ion batteries. The use of these products involves inherent risks, including the potential for equipment malfunction, fire, electrical faults, or collision with persons or property. Claims may be made against us if accidents, injuries, or property damage occur in connection with the use or performance of our products, including on the grounds of alleged product defects, inadequate warnings, or insufficient safety features.

Although we conduct safety testing and quality-control procedures for our products, it is not possible to eliminate all risks associated with product operation or malfunction. We maintain insurance coverage that includes product liability, but such insurance may not fully cover all claims, or insurers may contest coverage. In addition, payment of significant insurance claims could result in increased premiums, which would raise our operating costs. Any product-related accidents or defects — whether or not caused by our fault — could result in legal claims, regulatory scrutiny, or reputational damage, any of which could materially and adversely affect our business, financial condition, and results of operations.

We face significant competition from established manufacturers and emerging technology providers, and this may affect our ability to maintain our market share and growth.

The markets for solar-powered and autonomous equipment are highly competitive and rapidly evolving. We compete against established global manufacturers of solar and renewable-energy systems, robotic and automation equipment, and traditional engineering products and services, many of which have substantially greater financial, technical, manufacturing, and marketing resources than we do. These competitors may have longer operating histories, larger production capacity, broader product portfolios, stronger brand recognition, and more extensive distribution networks.

We also face competition from new market entrants developing innovative solar, battery, and automation technologies that may be more cost-effective or technologically advanced than our products. Rapid technological change, shifts in component pricing, and the entry of new participants in clean-energy and robotics markets may increase pricing pressure and reduce our margins.

Our ability to maintain and grow our market share depends on our continued innovation, manufacturing efficiency, and customer service. While our DSA technology and capital-light manufacturing model supported by external assembly partners provide flexibility and scalability, we may not be able to continue improving our products or reduce production costs as quickly as our competitors. Competitors may also seek to replicate or improve upon our DSA design or offer similar energy-efficient products at lower prices.

In addition, we compete for skilled engineers, technicians, and sales personnel with other technology and renewable-energy companies, which could increase labor costs or constrain our ability to expand. Any failure to compete effectively — whether due to pricing, technology, supply-chain access, or brand recognition — could materially and adversely affect our business, financial condition, and results of operations.

We are exposed to the credit risks of our customers.

We extend credit terms to some of our customers. Our average accounts receivable turnover days were approximately 18 days and 29 days for the financial year ended June 30, 2024, and June 30, 2025 and 18 days and 30 days for the six months ended December 31, 2024 and December 31, 2025. Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations, or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material order cancellations by our customers during the financial year ended June 30, 2024, and June 30, 2025 and six months ended December 31, 2024 and December 31, 2025, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all. We may not be able to enforce our contractual rights to receive payment through legal proceedings. In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected.

Our business is subject to supply-chain interruptions.

We source critical components for our SunScout Products, including motors, lithium-ion batteries, navigation modules, sensors, and solar panels, from suppliers located primarily in Asia, Europe, and the United States. We also work with third-party logistics providers for the import, export, and transportation of these components and of our finished products. We rely on these third parties’ ability to deliver materials and equipment on time and in accordance with our quality and technical specifications. The factors that can adversely affect our operations include, but are not limited to: interruptions to our delivery capabilities or to those of our suppliers; failure of third-party service providers to meet our standards or their contractual commitments; and increasing transportation costs, shipping constraints, or other factors that could impact cost, such as the need to engage more expensive or less efficient service providers.

Our results of operations and capital resources have not been materially impacted by supply chain interruptions during the financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025, because we source components from multiple suppliers and maintain flexible logistics arrangements. However, any increased costs from delays, cancellations, insurance, or disruption to — or inefficiency in — the supply-chain network of our third-party service providers, whether due to geopolitical conflicts, trade restrictions, public-health outbreaks, or other factors, could affect our revenue and profitability. We continue to diversify our sourcing base and intend to strengthen our contractual quality and compliance requirements for suppliers. Nevertheless, qualification of new suppliers may require additional testing and certification and can be time-consuming and costly. If our suppliers or logistics partners fail to meet our requirements, or if we are unable to secure alternative sources or shipping capacity in a timely manner, our production, delivery schedules, and financial performance could be materially and adversely affected.

While we design and control the core software used in our SunScout Products, our products and operations rely on third-party software, data, and cloud-service providers for navigation algorithms, mapping, fleet management, and remote updates. Any failure, breach, or interruption in these systems — whether due to cybersecurity incidents, software defects, or outages at third-party vendors — could disrupt product performance or customer access to our applications. We continue to strengthen our cybersecurity framework and supplier-level data-protection requirements, but such measures may not fully prevent service disruptions or data loss. If our software infrastructure or that of our third-party providers were compromised or became unavailable, our product functionality, customer satisfaction, and brand reputation could be adversely affected.

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

Our reporting currency is the U.S. dollar, while a substantial portion of our operating costs are denominated in New Zealand dollars. We also conduct transactions in other currencies, including the euro, British pound, Australian dollar, and Thai baht. As a result, we are exposed to foreign currency exchange gains or losses arising from transactions and balance-sheet items denominated in currencies other than our reporting currency.

Appreciation of the New Zealand dollar or other operating currencies against the U.S. dollar could increase our costs when translated into U.S. dollars, while depreciation could reduce the value of our foreign-currency revenues. Exchange-rate fluctuations may also affect the comparability of our financial results between periods. We currently maintain a trade finance facility with our bank that provides limited currency-hedging support; however, this facility does not eliminate our exposure to exchange-rate volatility. We did not engage in any other hedging activities for the

financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025. There can be no assurance that any future hedging arrangements, if implemented, will be effective. Significant movements in exchange rates could therefore adversely affect our business, financial condition, and results of operations.

We and our customers are subject to product certification, regulatory, and safety requirements in multiple jurisdictions, and any failure to obtain or maintain such approvals could limit our ability to sell our products.

Our products are subject to a wide range of regulatory and technical standards governing safety, electromagnetic compatibility, radio-frequency emissions, and environmental performance. These include, among others, CE conformity for the European Union, FCC certification in the United States, and AS/NZS and IEC standards applicable in Australasia and other markets. As we expand the sale of our SunScout Products into new jurisdictions, we or our distributors are required to obtain additional regulatory certifications or product approvals before commercial launch.

We are guided by a set of safety and regulatory standards imposed by governmental authorities in the jurisdictions where we manufacture and sell our products, as described in the “Regulations” section of this prospectus. We are subject to monetary fines and other penalties if there is any infringement of applicable product-safety, environmental, or import-export regulations. Any new regulations, or any imposition of new licensing or certification requirements applicable to our business operations or to the products that we supply, may have an adverse impact on our operations and financial performance.

For the financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025, we did not experience any material certification failures or penalties; however, compliance with changes in legislation, regulations, or policies — such as new environmental or product-safety standards — may increase our costs. Any significant increase in compliance costs or delay in obtaining necessary approvals may adversely affect our financial performance. In such event, our business and profitability would be materially and adversely affected.

We are subject to environmental, health, and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations.

We are subject to laws and regulations relating to environmental protection, occupational health and safety, waste management, and the handling and disposal of batteries and other materials used in our products, as described in the “Regulations” section of this prospectus. Our operations and those of our manufacturing partners in New Zealand and Thailand must comply with local environmental and workplace-safety requirements, including regulations concerning hazardous substances, waste disposal, and noise control. Failure to comply with these laws may result in fines, penalties, or enforcement actions.

As a company engaged in clean-technology manufacturing and solar-powered systems, our operations are also indirectly affected by broader environmental and climate-related regulations and incentives. Changes in government policies — such as renewable-energy subsidies, carbon-emission targets, or recycling mandates — may increase our compliance costs or alter demand for our products. For example, more stringent environmental standards governing the sourcing, recycling, or transport of lithium-ion batteries and photovoltaic modules could increase our production costs.

For the financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025, we did not incur any material penalties or compliance costs under environmental or safety regulations. However, future changes in applicable laws or the imposition of new environmental, health, or safety requirements could require additional investment in equipment, processes, or certifications. Any significant increase in such compliance costs, or any failure to comply with environmental or safety obligations, could adversely affect our business, financial condition, and results of operations.

Our insurance policies may be inadequate to cover our assets, operations, and any loss arising from business interruptions.

We face the risk of loss or damage to our assets or disruptions to our operations from events such as fire, theft, natural disasters, cyber incidents, or product malfunctions. Although we maintain insurance coverage, including product-liability and general commercial policies, such coverage may not be sufficient to cover all potential claims or losses. If losses exceed the limits of our insurance policies, or if our insurers contest or deny coverage, we will remain responsible for any

uninsured amounts. In addition, significant insurance claims could lead to higher premiums in future periods, increasing our operating costs. We do not currently maintain specific insurance for business interruptions, and any prolonged disruption of our operations, manufacturing, or supply chain could adversely affect our revenue and financial performance.

Our reputation and brand could be adversely affected by negative publicity or product-related incidents.

Our reputation and the market perception of our brand are critical to our success. Negative publicity or public concerns regarding the safety, quality, or performance of our products, whether justified or not, could harm customer confidence, damage our relationships with distributors, and adversely affect our sales. Incidents such as product malfunctions, safety recalls, or allegations relating to environmental impact could attract media attention and negatively affect our reputation. Because our products are marketed through third-party distributors and retail partners, we have limited control over how our products are promoted and serviced in the market. Poor customer service, misinformation, or negative reviews associated with our distributors could also reflect adversely on our brand. Although we strive to maintain high product and service standards, we cannot guarantee that negative publicity, whether arising from product issues, third-party actions, or online commentary, will not occur in the future. Any such negative publicity could materially and adversely affect our business, financial condition, and results of operations.

If we are unable to maintain and protect our intellectual property rights, or if third parties assert that we infringe on their intellectual property rights, our business could be adversely affected.

Our success depends in part on our ability to protect proprietary technologies and designs, including our DSA system, product architectures, and control software used in our SunScout Products. We rely on a combination of unregistered intellectual property, know-how, trademarks, trade secrets, and confidentiality and non-disclosure agreements with employees, suppliers, and distributors to safeguard our proprietary information. Because our operations and sales span multiple jurisdictions, effective enforcement of our intellectual property rights may be difficult and costly. Patent or design protection may not be available in every jurisdiction where we operate, and the legal systems of certain countries may not provide the same level of protection as others. Competitors may attempt to copy or replicate our product designs or develop similar technologies that achieve comparable functionality without infringing our rights. We may not have sufficient resources to detect or pursue all instances of infringement or misappropriation. In addition, we currently do not own any registered trademarks and have not registered or claimed authorship over any copyrights. As a result, our ability to protect our brand identity, product names, software, technical documentation, and other proprietary materials may be limited. The absence of registered intellectual property rights may make it more difficult, costly, or time-consuming for us to prevent third parties from using similar marks, product designs, or content, or to enforce our rights in jurisdictions where unregistered protections are weaker or uncertain. Competitors or other third parties may adopt confusingly similar branding or materials, which could dilute our brand, cause customer confusion, or require us to expend significant resources to assert or defend our rights.

We may also face claims from third parties alleging that our products or technologies infringe their intellectual property rights. Defending such claims could be time-consuming and costly and, if unsuccessful, could result in injunctions, licensing fees, damages, or restrictions on our ability to market certain products.

For the financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025, we were not involved in any intellectual property disputes. However, we cannot assure you that future claims or disputes will not arise. Any failure to protect our intellectual property or to defend against infringement allegations could materially and adversely affect our business, financial condition, and results of operations.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and proprietary information.

We have devoted substantial resources to the development of our intellectual property and proprietary rights. To protect our intellectual property and proprietary rights, we rely in part on confidentiality agreements with our employees, vendors, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Effective trade secret protection may also not be available in every country in which our platform is used or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our platform by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we

operate may compromise our ability to enforce our trade secret and intellectual property rights. In addition, others may independently discover trade secrets and proprietary information and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Third parties may claim that our platform infringes their intellectual property rights, and this may create liability for us or otherwise adversely affect our business, operating results and financial condition.

Third parties may claim that our platform infringes their intellectual property rights, and such claims may result in legal claims against us and our technology partners and customers. These claims may damage our brand and reputation and create liability for us. We expect the number of potential claims to increase as the functionality of our platform and services overlaps with that of other products and services, and as the volume of issued patents and patent applications continues to increase.

Some companies in the mowing or agriculture industry own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us.

We may also face exposure to third-party intellectual property infringement, misappropriation, or violation actions if we engage engineers or other personnel who were previously engaged by competitors or other third parties and those personnel inadvertently or deliberately incorporate proprietary technology of third parties into our products. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential products or enhancements, which could severely harm our business. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in us having to stop using technology found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of our platform. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit use of our platform. Any of these results would adversely affect our business, operating results and financial condition.

Our technology, software and systems are highly complex and may contain undetected errors, vulnerabilities, or design flaws that could affect product performance and expose us to liability.

Our products rely on hardware and software that are highly technical and may require periodic updates to maintain functionality and safety. In particular, the embedded software in our SunScout Products controls navigation, obstacle detection, battery management, and communication with cloud-based systems. Despite our testing and quality-assurance procedures, undetected errors, vulnerabilities, or design defects may exist in our software, firmware, or hardware and may only become apparent after the products are sold or deployed.

Additionally, malicious threat actors may attempt to gain unauthorized access to our products in order to gain control of the products, change the products’ functionality, user interface, or performance characteristics, interfere with the products’ operations, or gain access to data stored in or generated by the products or to systems to which they connect. In addition, reports of unauthorized access to our products, systems, and data, regardless of their reliability, may result in the perception that the products, systems, or data are vulnerable to malicious or unauthorized modifications. Any unauthorized access to or control of our products or systems, any loss of data, or any perception that products, systems, or data are vulnerable could result in loss of sales based on customers’ loss of confidence in our products, legal claims or proceedings against us, government investigation, liability, or regulatory penalties, which could adversely affect our business, results of operations, and financial condition.

For the financial years ended June 30, 2024, and 2025 and six months ended December 31, 2024 and 2025, we did not experience any material software-related incidents. However, as our installed base expands and our products become more connected through over-the-air updates and remote fleet-management tools, the risk of cybersecurity intrusion, data loss, or operational malfunction may increase. Unauthorized access or malicious interference could impair product performance, cause injury or property damage, compromise customer data, or result in regulatory investigation or reputational harm.

We are continuing to enhance our cybersecurity controls and to review the software-security practices of our suppliers and partners, but no assurance can be given that such measures will prevent all vulnerabilities or incidents. If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, we would suffer damage to our reputation, loss of customers, loss of revenue or liability for damages, and similarly any material software failure, data breach, or cybersecurity event could adversely affect our brand, operations, and financial results.

Technical or regulatory limitations may impact our ability to effectively implement automation solutions.

We utilize our internally developed automation software, digital tools, applications, and analytics to enable our autonomous mower technology.

While we believe the use of these emerging technologies can present significant benefits, it also creates risks and challenges. Data sourcing, technology, integration and process issues, programmed bias in decision-making algorithms, concerns over intellectual property, security concerns, and the protection of privacy could impair the adoption and acceptance of autonomous machine solutions.

Furthermore, if the data used to train the solution or the content, analyses, or recommendations that the machine learning and intelligence applications assist in producing is inaccurate, incomplete, biased or questionable, the software and tools we develop with the assistance of such technology may also be flawed. Flaws in our software could adversely affect our brand and reputation and may subject us to legal liability claims.

We could be impacted by changes to or reallocation of radio frequency (RF) bands which could disrupt or degrade the reliability of our high precision augmented Global Positioning System (“GPS”) or other RF technology, which could impair our ability to develop and market GPS-based technology solutions, as well as significantly reduce our customers’ profitability.

Our autonomous mower technology depends upon the use of RF signals. These signals include, but are not limited to, GPS signals, other GPS-like satellite signals, augmented GPS services, cellular networks and other RF technologies that link equipment, operations, owners, dealers, and technicians. These radio services depend on frequency allocations governed by international and national government agencies. Any international or national reallocation of frequency bands, including frequency bands segmentation and band spectrum sharing, or other modifications concerning the regulation of frequency bands, could significantly disrupt or degrade the utility and reliability of our GPS-based products, which could negatively affect our ability to develop and market GPS-based technology solutions.

In addition, disruptions with GPS signals or the failure of telecommunications network operators to supply the bandwidth we need to support our products could interfere with the speed, availability, and usability of our equipment and services. If these GPS signals or RF signals become unavailable, our customers could be unable to use their equipment indefinitely. For our customers, this could result in decreased operational efficiency, and higher equipment maintenance and wage costs. These cost increases could significantly reduce customers’ profitability, sustainability, and demand for our products. As a result, our sales and revenue could significantly decrease, which would have a material adverse effect on our results of operations and our business.

Our business may suffer if our products fail to perform as expected.

If our products do not perform as expected, we may receive warranty claims and may have to perform post-sales repairs or recalls. We may also be subject to regulatory requirements and penalties that will impact our ability to develop, market, and sell our products. This may result in product delivery delays. It could also lead to product liability, breach of warranty, and consumer protection claims. These claims and warranty expenses could be significant. As a manufacturer of equipment, we must manage the cost and risk associated with product warranties, post-sale repairs and recalls, regulatory penalties, and product liability, breach of warranty, and consumer protection claims with respect to our products. In addition to post-sale repairs or recalls initiated by us for various reasons, investigations

into our products by government regulators may compel us to initiate product recalls or may result in negative public perceptions about the safety of our products, even if we disagree with the regulator’s determination. Such post-sale repairs or recalls, whether voluntary or involuntary, could result in significant expense, supply chain complications, and may harm our brand, business, prospects, financial condition, and operating results.

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

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 storage facilities, workshop, and office, and acts of war, terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Our business may also be affected by macroeconomic factors in the countries in which we operate, 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. 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.

We may not be able to successfully implement our business strategies and future plans.

As part of our business strategies and future plans, we intend to expand the reach of our SunScout Products through new distributors and strategic partnerships, strengthen our Solar Power Development Solutions business by developing new project opportunities, and explore potential collaborations, joint ventures, or acquisitions that complement our technology and market presence. While we have planned such expansion based on our outlook regarding our business prospects, there is no assurance that such expansion plans will be commercially successful or that the actual outcome of those expansion plans will match our expectations. The success and viability of our expansion plans are dependent upon our ability to execute effectively, accurately assess market demand, recruit and retain qualified management and technical personnel, and adapt to evolving regulatory and technological environments. If the results or outcome of our future plans do not meet our expectations, if we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment costs and our business, financial condition, results of operations and prospects may be adversely affected.

We may not be successful in entering into distributor relationships or other commercial partnerships, which could adversely affect our operating results and our ability to compete in our industry.

From time to time, we may seek to enter into relationships with distributors or other commercial partners. However, there can be no guarantee that we will be able to enter into such relationships on terms favorable to us, or at all. If we are unable to expand our distribution and sales networks, we may be unable to compete effectively with larger competitors who have greater brand recognition and sales networks than we do and our business may be adversely affected. In addition, even if we do enter into such relationships, we may not experience expanded sales or the terms of such relationships may result in significantly lower margins to us on sales of our products.

We rely significantly on the use of information technology, as well as those of our third party service providers. Any significant failure, inadequacy, interruption or data security incident of our information technology systems, or those of our third-party service providers, could disrupt our business operations, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

We increasingly rely on information technology systems to market and sell our products, process, transmit and store electronic and financial information, manage a variety of business processes and activities and comply with regulatory, legal and tax requirements. We are increasingly dependent on the reliability and capacity of a variety of information systems to effectively manage our business, process customer orders, and coordinate the manufacturing, sourcing, distribution and sale of our products. We rely on information technology systems to effectively manage, among other things, our digital marketing activities, business data, electronic communications among our personnel, customers, manufacturers and suppliers around the world, supply chain, inventory management, customer order entry and order fulfillment, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, compliance with regulatory, legal and tax requirements and other processes and data necessary to manage our business. These information technology systems, most of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading

or replacing software, databases or components, power outages, hardware failures, computer viruses, and malware (e.g. ransomware), misconfigurations, “bugs” or other vulnerabilities, malicious code, natural disasters, terrorism, war, telecommunication and electrical failures, cyberattacks, phishing attacks and other social engineering schemes, employee theft or misuse, human error, fraud, denial or degradation of service attacks, sophisticated nation-state and nation-state — supported actor, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. Any material disruption of our systems, or the systems of our third-party service providers, could disrupt our ability to track, record and analyze the products that we sell and could negatively impact our operations, shipment of goods, ability to process financial information and transactions, and our ability to receive and process online orders or engage in normal business activities. If our information technology systems suffer damage, disruption or shutdown and we do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results.

E-commerce is central to our business and is expected to grow upon our entry into multiple distribution agreements. We generate a majority of our sales through relationships with select third-party e-commerce marketplaces. As we do not control our third-party service providers, we cannot guarantee that they will respond satisfactorily to website downtime and other technical failures. Our or such third parties’ failure to successfully respond to these risks could reduce e-commerce sales and, in the case of our website, damage our brand’s reputation. The future operation, success and growth of our business depends on streamlined processes made available through information systems, global communications, internet activity and other network processes.

Our information technology systems, and those of our third-party service providers, strategic partners, and other contractors or consultants, may be subject to damage or interruption from telecommunications problems, data corruption, software errors, fire, flood, global pandemics and other natural disasters, power outages, systems disruptions, system conversions, and/or human error. Our existing safety systems, data backup, access protection, user management and information technology emergency planning may not be sufficient to prevent data loss or long-term network outages.

In addition, we may have to upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations, including through impairment of our ability to leverage our e-commerce channels and fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, acquisition and retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, the introduction of errors or vulnerabilities and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. Additionally, difficulties with implementing new technology systems, delays in our timeline for planned improvements, significant system failures, or our inability to successfully modify our information systems to respond to changes in our business needs may cause disruptions in our business operations and have a material adverse effect on our business, financial condition and results of operations.

Further, as part of our normal business activities, we collect and store certain confidential information, including personal information with respect to customers and employees, as well as information related to intellectual property, and the success of our e-commerce operations depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. We may share some of this information with third party service providers who assist us with certain aspects of our business. Any failure on the part of us or our third party service providers to maintain the security of this confidential data and personal information, including via the penetration of our network security (or those of our third party service providers) and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in the Company incurring potentially substantial costs. Such events could also result in the deterioration of confidence in the Company by employees, consumers and customers and cause other competitive disadvantages.

In addition, any such access, disclosure or other loss or unauthorized use of information or data, whether actual or perceived, could result in legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws that protect the privacy and security of personal information, including federal, state and foreign data protection and privacy regulations, violations of which could result in significant penalties and fines in the United States, New Zealand, and EU. Further, the costs associated with the investigation, remediation and potential notification of the

breach to counter-parties and data subjects could be material. In addition, although we seek to detect and investigate all data security incidents, security breaches and other incidents of unauthorized access to our information technology systems and data can be difficult to detect and even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. Any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of the type described above.

Our business plans require a significant amount of capital, which will require us to sell additional equity securities or incur additional indebtedness that will dilute our shareholders or introduce covenants that may restrict our operations.

The implementation of our business strategies and future plans may require substantial capital expenditure and additional financial resources and commitments. Our capital expenditures will continue to be significant in the foreseeable future as we plan to expand our business. The fact that we have a limited operating history at our current scale means we have limited historical data on the demand for our products. As a result, our future capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate. We expect that we will need to seek equity or debt financing in both the near- and long-term to finance a portion of our capital expenditures. There is no assurance that these business strategies and future plans will achieve the expected results or outcome such as an increase in revenue that will be commensurate with our investment costs or the ability to generate any costs savings, increased operational efficiency and/or productivity improvements to our operations. There is also no assurance that we will be able to obtain financing on terms that are favorable, if at all. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned operations or substantially change our strategy. As a result, we may not be able to obtain any funding, and we may not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

In addition, our future capital needs and other business reasons may require us to sell additional equity or debt securities. The sale of additional equity or convertible securities would dilute our shareholders. The incurrence of indebtedness would result in increased debt service obligations and covenants that potentially restrict our operations.

If we fail to scale our business operations or otherwise manage our future growth effectively as we attempt to rapidly grow our company, we may not be able to produce, market, service and sell our products successfully.

Once we begin to scale and expand our operations significantly, it will require hiring, retaining and training new personnel, controlling expenses, expanding facilities, and expanding administrative infrastructure, systems, and processes. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include, among others:

•        attracting and hiring skilled and qualified personnel to support our expanded operations at existing facilities or operations at any facilities we may construct or acquire in the future;

•        managing a larger organization with a great number of employees in different divisions and geographies;

•        training and integrating new employees into our operations to meet the growing demands of our business;

•        controlling expenses and investments in anticipation of expanded operations;

•        establishing or expanding manufacturing, sales and service facilities;

•        managing regulatory requirements and permits, labor issues and controlling costs in connection with the construction of additional facilities or the expansion of existing facilities;

•        enhancing administrative infrastructure, systems and processes; and

•        addressing any new markets and potentially unforeseen challenges as they arise.

Furthermore, we have limited experience to date in high volume manufacturing of our products and we cannot assure that we will be able to develop efficient, low-cost manufacturing capabilities and processes, and reliable sources of supply, that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully market our SunScout Products as our operations expand. Any failure to effectively manage our growth could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Unfavorable weather conditions or natural catastrophes that reduce agricultural production and demand for lawn mowing equipment could directly and indirectly affect our business.

The purchasing decisions of our customers, particularly the purchasers of lawn mowing equipment, can be significantly affected by poor or unusual weather conditions. Such conditions include:

•        insufficient levels of rain, which prevent planting new grass and may cause growing grass to die or result in lower yields;

•        temperatures outside normal ranges, which can cause growth failure or decreased growth;

•        natural disasters such as regional floods, hurricanes or other storms, droughts, diseases, wildfires, and pests, either as a physical effect of climate change or otherwise, which have had, and could in the future have, significant negative effects on grass or the importance of grass aesthetics; and

•        drought conditions can adversely affect sales of mowing equipment and can similarly cause lower sales volume.

Each of these conditions could negatively affect demand for our products and the financial condition and credit risk of end-users.

Our directors and executive officers are subject to new U.S. insider reporting obligations under recently enacted legislation, which may increase our compliance costs and expose us to regulatory, enforcement and reputational risks.

Pursuant to the recently enacted Holding Foreign Insiders Accountable Act, directors and executive officers of foreign private issuers, including us, are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act. As a result, our directors and executive officers are required to publicly report their beneficial ownership of, and transactions in, our equity securities on Forms 3, 4 and 5 within prescribed time periods.

These reporting obligations represent a significant change from prior practice for foreign private issuers and require us to implement new internal controls, compliance procedures and reporting systems, including enhanced monitoring of equity ownership and transactions by our directors and executive officers. We may be required to devote additional management time and resources, and incur increased legal, accounting and administrative costs, to ensure compliance with these requirements. Failure by any of our directors or executive officers to timely or accurately comply with these reporting obligations could result in SEC enforcement actions, civil penalties or other regulatory sanctions, and may require public disclosure of delinquent filings in our annual reports. In addition, the public availability of detailed information regarding the equity holdings and transactions of our directors and executive officers may subject us and our management team to increased scrutiny from investors, regulators or other third parties, which could result in reputational harm. Any such regulatory actions, compliance failures or reputational harm could adversely affect our business, results of operations and market perception.

Risks Relating to Our Securities and This 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.

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 shares after this offering will not decline below the public offering price. As a result, investors in our shares may experience a significant decrease in the value of their shares.

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 have applied to list our Class A Ordinary Shares on the NYSE American concurrently with this offering. In order to continue listing our Class A Ordinary Shares on the NYSE American, we must maintain certain continued listing requirements, including, among others, minimum stockholders’ equity ranging from US$2,000,000 to US$6,000,000

(depending on our history of losses), a minimum of 300 public shareholders, and a minimum market value of publicly held shares of US$1,000,000. We may be unable to meet these requirements in the future. We cannot assure you that our Class A Ordinary 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 Class A Ordinary Shares on another national securities exchange, we expect our Class A Ordinary 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:

(a)     a limited availability of market quotations for our Class A Ordinary Shares;

(b)    reduced liquidity for our Class A Ordinary Shares;

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

(d)    a limited amount of news and analyst coverage; and

(e)     a decreased ability to issue additional securities or obtain additional financing in the future.

As long as our Class A Ordinary Shares are listed on the NYSE American, U.S. federal law prevents or pre-empts individual 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 Class A Ordinary 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 New Zealand 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:

•        fluctuations in our revenues, earnings and cash flow;

•        changes in financial estimates by securities analysts;

•        additions or departures of key personnel;

•        release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

•        potential litigation or regulatory investigations.

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 financial condition and results of operations.

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

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

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

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 shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.

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

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our Board has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands and New Zealand law. Even if our Board decides to declare and pay dividends (by way of a simple majority decision of our Directors), the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our Board. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

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

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement

shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant number 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.

All of our Class A Ordinary Shares were issued at par value, which may cause immediate dilution, increase market volatility, and materially impact the market for our securities.

All of our currently outstanding Class A Ordinary Shares were issued at a par value of US$0.0001 per share. To the extent that the initial public offering price of our Class A Ordinary Shares in this offering is substantially higher than the par value at which existing shares were issued, investors in this offering will experience immediate and substantial dilution in net tangible book value per share. The significant disparity between the price paid by existing shareholders and the price to be paid by investors in this offering means that existing shareholders will hold shares acquired at a fraction of the cost borne by new investors. This may create downward pressure on the trading price of our Class A Ordinary Shares if existing shareholders seek to sell their shares following the expiration of any applicable lock-up period, as the market may perceive their shares as having been acquired at nominal cost. Such sales, or the perception that such sales may occur, could result in significant volatility in the trading price of our Class A Ordinary Shares and could adversely affect our ability to maintain our listing on the NYSE American.

Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Class A Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$4.6251 per Class A Ordinary Share, representing the difference between our as adjusted net tangible book value per Class A Ordinary Share of US$0.8749 as of December 31, 2025, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$5.50 per Class A Ordinary Share (being the mid-point of the initial public offering price range) and assuming no exercise of the underwriters’ over-allotment option. See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriters, and does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

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 intend to use the net proceeds of this offering as set out in “Use of Proceeds.” 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.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

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

•        At least 75% of our gross income for the year is passive income; or

•        The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

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.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

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 “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

Our controlling shareholder has substantial influence over the Company. Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions.

Immediately after the completion of this offering, Mr. Edwin Cywinski, our Chief Executive Officer, Chairman of the Board and Executive Director and his son Mr. Marc Cywinski, our Chief Operating Officer, will together beneficially own 49.83% of our total issued and outstanding Class A Ordinary Shares and 100% of our total issued and outstanding Class B Ordinary Shares and will be able to exercise 96.30% of the aggregate voting power of our total issued and outstanding share capital, assuming that the underwriters do not exercise their over-allotment option.

Accordingly, our controlling shareholder could have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including (i) mergers, consolidations, (ii) the election or removal of directors, (iii) the sale of all or substantially all of our assets, (iv) making amendments to our memorandum and articles of association, (v) through our board of directors, determinations with respect to employment, including compensation arrangements, and (vi) the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

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

Our directors and officers beneficially own a majority of the voting power of our total issued and outstanding Class A Ordinary Shares. Under the Rule 4350(c) of the NYSE American, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in Section 801(a) of the NYSE American Company Guide, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we currently

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

As an exempted company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under NYSE American corporate governance listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE American corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on the NYSE American, we rely on a provision as per Section 110 read in conjunction with Section 809 of the NYSE American Company Guide that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the NYSE American.

Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the NYSE American, namely (i) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the 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.

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. Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are governed by the Companies Act and 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, the decisions of whose courts are 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 states in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

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 and any special resolutions passed by such companies, and the register of mortgage and charges of such companies) or to obtain copies of register of members of these companies. Under our Post-Offering Memorandum and Articles of Association (as defined herein), which will become effective immediately prior to the completion of this offering, the directors will be permitted to from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of shareholders not being directors, and no shareholder (not being a director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorized by the directors, provided that the shareholders shall receive the annual audited financial statements of the Company. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, please refer to the section titled “Description of Share Capital — Differences in Corporate Law”.

Certain judgments obtained against us or our auditor by our shareholders may not be enforceable.

We are a Cayman Islands exempted company headquartered in New Zealand. One of our operating subsidiaries, SunScout New Zealand, was formed and is located in New Zealand. A majority of our assets are located outside of the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us, our Directors and officers, or our auditor judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and New Zealand 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 New Zealand, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, Directors, or major shareholders, than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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.

The JOBS Act also provides that an emerging growth company does not need to comply with any 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 adopted certain new and revised accounting standards based on transition guidance permitted under such standards earlier. 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.

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:

•        the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

•        the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

•        the selective disclosure rules by issuers of material non-public information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of 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.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

A substantial part of our current operations is conducted outside of the United States and a majority of our current assets are located outside of the United States, with the majority of our operations and current assets being located in New Zealand. The following sets forth the nationality and country of residence of each of the Company’s directors and executive officers: Mr. Edwin Cywinski (Chairman and Chief Executive Officer) is a citizen and resident of New Zealand; Mr. Marc Cywinski (Chief Operations Officer) is a citizen of New Zealand and resident of the United States; Mr. Joshua Marotske (Chief Technical Officer) is a citizen and resident of the United States; Mr. Jamie Parent (Chief Financial Officer) is a citizen of Canada and resident of the United States; Mr. Kian Woon Yap (Independent Director) is a citizen and resident of Singapore; Mr. Jacob Pretorius (Independent Director) is a citizen and a resident of the United States; and Mr. Albert McLelland (Independent Director) is a citizen and resident of the United States.

As a result, it may not be possible for you to:

•        effect service of process within the United States upon our non-U.S. resident directors or on us;

•        enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws; and

•        enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws.

We have appointed Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Harney Westwood & Riegels, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the “Foreign Court”, of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.

Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

New Zealand

Enforcement of a United States judgment

We have been advised by Mallett Partners Limited, our counsel as to New Zealand law, that a New Zealand Court will recognize or enforce a judgment of a United States Court obtained against us, SunScout NZ, or the directors or officers of those entities, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

New Zealand will recognize and enforce judgments made in a number of recognized jurisdictions. Neither the United States nor the Cayman Islands are a recognized jurisdiction for the purpose of a relevant act (being the Reciprocal Enforcement of Judgments Act 1934, Trans-Tasman Proceedings Act 2010 or the Senior Courts Act 2016). Nevertheless, New Zealand allows for a judgment creditor to sue a judgment debtor in New Zealand on a foreign judgment by commencing an ordinary proceeding or by applying for summary judgment. In practice, the New Zealand Court will first require the party seeking to bring the claim to obtain judgment in respect of the substantive proceedings in a foreign jurisdiction. As a second step, the judgment creditor can seek to enforce the judgment in New Zealand.

The judgment creditor will not have an automatic right to enforce the foreign judgment; foreign judgments are enforceable subject to certain basic requirements:

(a)     the foreign court must have had jurisdiction to give judgment;

(b)    the foreign judgment must be for a definite sum of money (other than taxes, a fine or a pecuniary penalty);

(c)     the foreign judgment must be final and conclusive;

(d)    the enforcement of the foreign judgment must not be contrary to the public policy of New Zealand; and

(e)     the proceedings in which the judgment was obtained must not be opposed to the principle of natural justice.

Accordingly, a claimant would in theory be able to enforce a money judgment (obtained in a foreign jurisdiction, e.g. the United States or the Cayman Islands) in New Zealand against a New Zealand-domiciled entity as long as the judgment sought to be enforced met the test noted above, and subject to an originating application being made in New Zealand.

Original actions in New Zealand predicated upon United States securities law

Mallett Partners Limited has further advised us that it is uncertain whether a New Zealand Court will entertain original actions brought in New Zealand against us, SunScout NZ, or the directors or officers of those entities, predicated upon the securities laws of the United States.

The New Zealand High Court has an ‘inherent jurisdiction’ and can make findings regarding the application of foreign law, including an originating application predicated upon the securities law of the United States. If such a claim were brought, a defendant would seek to challenge the Court’s jurisdiction to hear the claim on the basis that the United States, and not New Zealand, is the more convenient forum to hear the dispute (i.e. forum non conveniens), and if this succeeded then it would act as a bar on the claim from being brought in New Zealand. In practice, regulatory enforcement of a foreign jurisdiction is the type of action which is likely to be barred on the grounds of forum non conveniens but, ultimately, the application of this principle turns on the particular circumstances in which a claim is brought and we and our New Zealand counsel Mallett Partners Limited are unaware whether a forum non conveniens challenge would act as a complete bar to a hypothetical claim.

USE OF PROCEEDS

We expect to receive approximately US$19,252,605 of net proceeds from this offering after deducting underwriting discounts, the non-accountable expense allowance and estimated offering expenses of approximately US$987,394.56 payable by us.

We currently intend to use proceeds from this offering in the following ways:

Establish a Manufacturing Plant:    We intend to use approximately 18% of the net proceeds to establish a manufacturing plant for our SunScout Products in Austin, Texas. Establishing U.S.-based manufacturing is expected to reduce our exposure to import tariffs, shorten delivery timelines, and enhance market acceptance by providing domestically manufactured products.

Marketing and promotion campaigns:    We intend to use approximately 10% of the net proceeds from the offering for marketing and promotion campaigns. This allocation reflects our commitment to expanding brand awareness, reaching new customers, and driving revenue growth through targeted marketing initiatives.

Product development:    We intend to use approximately 10% of the net proceeds from the offering for product and marketing development. This strategic investment will focus on expanding our product portfolio by increasing the inventory of fast-moving products.

Inventory:    As we scale our operations, we intend to allocate approximately 10% of the net proceeds from the offering to establish consignment stock with key customers and distributors to support faster delivery and improve our sales responsiveness.

Repayment of loan:    We intend to use approximately 13% of the net proceeds from the offering to repay the Regional Strategic Partnership Loan. The Regional Strategic Partnership Loan was originally made by the New Zealand Ministry of Business and Innovation (“MBIE”) and novated to Crown Regional Holdings Limited (“CRHL”), an asset holding company for loan, equity and asset investments managed by Kānoa – Regional Economic Development & Investment Unit (“Kānoa”), a unit within MBIE. Kānoa has the operational and day-to-day management and administration of the loan. The novation by MBIE of all of its rights, benefits, liabilities and obligations under the Loan to CRHL was effective September 22, 2023 pursuant to a formal transfer notice from MBIE to the Borrower and the Guarantor. Pursuant to the Regional Strategic Partnership Loan, MBIE made available to SunScout New Zealand a term loan facility of up to NZ$3.0 million, plus capitalized interest, the proceeds of which may be used, among other things, to fund up to NZ$1.4 million of the acquisition cost of Brunton Engineering, repay certain existing indebtedness of the acquired business, and provide working capital for the design and operation of a production plant for the assembly of solar-powered robotic lawnmowers. The facility bears interest at a fixed rate of 11.84% per annum, with interest payable annually in arrears, and has a seven-year maturity from the first drawdown date. As of the latest practicable date and as of June 30, 2024 and 2025, the loan had an outstanding principal balance of US$1,830,000 and accrued interest of US$262,153.99. No repayments have been made to date. CRHL has confirmed as of May 2026 that it was not presently intending to enforce any rights of default arising from the corporate restructuring and IPO, provided the Company continues to progress the IPO process in good faith and toward repayment of the facility, and that its current commercial preference remains repayment from IPO proceeds rather than conversion of the loan into equity. CRHL has maintained this position consistently since October 2025 across multiple written communications. The current standstill for the enforcement of CRHL’s conversion and default rights remains in place pending progression of the IPO process.

Payment under the Brightway MPA:    We intend to use approximately 12% of the net proceeds from the offering to make the US$2,000,000 payment in cash to Mr. Marc Cywinski and Mr. Joshua Marotske in consideration for the transfer of all of their outstanding shareholding in Brightway Energy LLC pursuant to the Brightway MPA.

Working Capital:    The balance amount will be used for general working capital and corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions. We intend to apply the net proceeds of this offering in the following order of priority: (i) repayment of the CRHL convertible loan under New Zealand Government’s Regional Strategic Partnership Fund; (ii) payment of the cash portion of the Brightway MPA consideration; (iii) establishment of our U.S. manufacturing facility in Austin, Texas; (iv) research and development activities; (v) sales and marketing activities; and (vi) general corporate purposes and working capital. CRHL has expressly confirmed as of May 2026 that the current standstill remains in place pending progression of the IPO process, and that its commercial preference remains repayment from IPO proceeds. In the event the net proceeds of this offering are insufficient to fund all of the foregoing purposes, we expect to fund the shortfall through cash generated from our operations and, if necessary, through additional debt or equity financing. There can be no assurance that such additional financing will be available on acceptable terms, or at all.

CAPITALIZATION

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

•        on an actual basis; and

•        on a pro forma as adjusted basis to reflect (i) the issuance and sale of 4,000,000 Class A Ordinary Shares in this offering at an assumed initial public offering price of US$5.50 per Class A Ordinary Share (being the mid-point of the initial public offering price range), assuming no exercise of the underwriters’ over-allotment option, after deducting underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us; and (ii) the issuance of 545,455 Class A Ordinary Shares pursuant to the Brightway MPA, calculated based on an assumed initial public offering price of $5.50 per Class A Ordinary Share (being the mid-point of the initial public offering price range), equal to $3,000,000 in aggregate consideration, which will be issued six months after the date our Class A Ordinary Shares are listed on NYSE American.

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 actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and related notes included elsewhere in this prospectus.

____________

(1)      Reflects the sale of Class A Ordinary Shares in this offering (excluding any Class A Ordinary Shares that may be sold as a result of the underwriters exercising their over-allotment option) at an assumed initial public offering price of $5.50 per share, and after deducting the estimated underwriting discounts the non-accountable expense allowance and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, the non-accountable expense allowance estimated offering expenses payable by us and advisory fees. We estimate that such net proceeds will be approximately US$19,252,605.

(2)      Assuming the underwriters do not exercise their over-allotment option.

(3)      The 545,455 Class A Ordinary Shares issuable pursuant to the Brightway MPA are reflected in the pro forma as adjusted column. Such shares will be issued, in accordance with the terms of the Brightway MPA, six months after the date our Class A Ordinary Shares are listed on NYSE American and are not part of this offering. See “Corporate History — Acquisition of Brightway Energy LLC” for additional information regarding the terms of the Brightway MPA.

DILUTION

Investors purchasing our Class A Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Class A Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Class A Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Class A Ordinary Shares immediately after the offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets) less total liabilities, divided by the number of issued and outstanding Class A Ordinary Shares. After giving effect to the sale of Class A Ordinary Shares in this offering by the Company at an initial public offering price of US$5.50 per share, after deducting US$0.385 in underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by the Company of approximately US$987,395 the pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately US$0.8749 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.8577 per share to our existing shareholders and an immediate dilution of US$4.6251 per share to new investors purchasing Class A Ordinary Shares in this offering.

The following table illustrates this dilution on a per share basis to new investors.

A US$1.00 increase (decrease) in the assumed initial public offering price of US$5.50 per Class A Ordinary Share, which is the mid-point of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted net tangible book value per share by US$0.1533, and increase (decrease) dilution to new investors by US$0.1533 per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional Class A Ordinary Shares in this offering, the as adjusted net tangible book value after the offering would be US$0.9770 per share, the increase in net tangible book value to existing shareholders would be US$0.9598 per share, and the dilution to new investors would be US$4.5230 per share, in each case assuming an initial public offering price of US$5.50 per share, which is the mid-point of the price range set forth on the cover page of this prospectus.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Class A Ordinary Share before deducting the estimated discounts and non-accountable expense allowance to the underwriter and the estimated offering expenses payable by us. The table excludes the Class A Ordinary Shares issuable to the sellers under the Brightway MPA six months after the date our Class A Ordinary Shares are listed on NYSE American, having an aggregate value of $3,000,000 (equal to 545,455 Class A Ordinary Shares assuming the mid-point of the price range of $5.50 per Class A Ordinary Share).

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.

DIVIDENDS AND DIVIDEND POLICY

As of the date of this prospectus, we have no plans to distribute dividends, in the event we consider distributing a dividend in the future, our Board shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. The payment of dividends is also subject to the Companies Act and our Post-Offering Memorandum and Articles of Association (as defined herein), which will become effective immediately prior to the completion of this offering, as well as any other applicable laws. Under our Post-Offering Memorandum and Articles of Association, only holders of Class A Ordinary Shares are entitled to receive dividends when and if declared by the board of directors; holders of Class B Ordinary Shares are not entitled to receive any dividends. Currently, we do not have any predetermined dividend distribution ratio.

Even if our Board 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 may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Class A Ordinary Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.

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 combined 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.

Overview

We are a clean-technology company engaged in the design, development, manufacturing, and commercialization of autonomous, solar-powered robotic mowers and related solar energy solutions. Our products are designed to address the environmental, regulatory, and cost limitations of existing petrol-powered and grid-dependent electric lawn mowing equipment. We believe petrol-powered mowers represent a significant source of emissions while electric robotic mowers are designed to reduce direct emissions, they remain dependent on grid electricity and fixed charging stations. These products are limited in their physical range of operations in relation to their docking stations and appear to contribute indirectly to carbon emissions in markets where grid electricity relies on fossil fuels.

We believe our proprietary DSA is poised to become a disruptive technology designed to enable our SunScout Products to operate independently of the electrical grid, delivering true range autonomy and zero-emission lawnmowing. Our integrated DSA solar panels automatically deploy in our SunScout Products’ “stationary mode” to recharge the onboard batteries on our SunScout Products and retract during operation to maintain maneuverability. We believe this technology eliminates the need for fixed charging stations, reduces operating costs by avoiding rising electricity costs, and enables deployment of our SunScout Products in markets with limited or unreliable grid infrastructure.

Deployable Solar Array: designed to triple the surface area for maximized solar energy yield

Our mission is to eliminate reliance on fossil fuels in outdoor maintenance and mobile machinery, beginning with lawn care and expanding into adjacent applications. Our technology platform is designed to be adaptable and platform-agnostic, with potential applications beyond robotic lawnmowing, including in agriculture, robotics, and electric vehicles such as onboard solar charging systems for electric vehicles, autonomous patrol robots, and other mobile equipment.

Our business currently comprises three lines of products and solutions:

•        SunScout Products.    This line of products represents our principal growth driver as of the date of this prospectus and consists of our solar-powered robotic mowers (“SunScout Eco”, “SunScout Pro”, and “SunScout ProMax”) which are market-ready (the “Autonomous Mowing Solutions” or “Autonomous Mowing Products”). Our complementary products and prototype systems, include the (i) SunScout Solar Shelter, (ii) “Excel Mulcher Blade” and (iii) the SunScout Go-Easy Campervan and Go-Easy EV Utility Van, which remain in the development or proof of concept phase as of the date of this prospectus (the “Complementary Products”, together with the Autonomous Mowing Solutions are our “SunScout Products”). We expect to commercialize our SunScout Products on a global scale through our direct to consumer

e-commerce channels and distribution agreements with partners in what we believe to be key markets. As of the date of this prospectus, we believe progress remains strong, with our first commercial arrangement in place including a cooperation agreement with WWS (one of Europe’s leading online retailers for robotic lawnmowers) in the European Union pursuant to which the parties have agreed to enter into a formal distribution agreement reflecting the terms and conditions of such cooperation agreement, MowBot, (New Zealand’s leading online retailer of robotic lawnmowers), in Australia and New Zealand. Simultaneously with our distribution channels, we follow a digital-sales strategy which prioritizes a direct connection with customers through our direct e-commerce channels. Our website generates direct to consumer sales online for our Autonomous Mowing Solutions and is expected to be supplemented by relationships with select third-party e-commerce marketplaces. We are also in discussions, supported by a third-party consultant, with Walmart Inc. regarding potential distribution in the United States; and with Motorland in Europe through WWS. In addition, we have engaged 2B Connected, a specialist sales agency, to conduct outbound sales lead generation for SunScout ProMax in New Zealand. However, as of the date of this prospectus, the campaign is paused pending delivery of demonstration units, after which we intend to further develop our sales activities in New Zealand and expand efforts to Australia. As of the date of this prospectus, we believe our global positioning is further supported by our assembly operations through SunScout Asia in Thailand, alongside plans for a new assembly operations plant for our Pro and ProMax products in Texas to serve the U.S. market.

•        Solar Power Development Solutions.    This line of services represents our solar energy business segment that develops and installs solar power systems for commercial, industrial, and institutional customers, and provides engineering, procurement, and construction (“EPC”) services. We believe this business supports our overall strategy of promoting clean, decentralized energy generation while providing stable revenue and cash flow. Operations are conducted primarily through SunScout USA, in the United States and SunScout NZ, in New Zealand (“Solar Power Development Solutions”). As of the date of this prospectus, we plan to expand our U.S. operations nationwide while also servicing neighboring regions, including the Caribbean, Puerto Rico, and South America. In Asia, we believe SunScout has the potential to gain access to large utility-scale solar projects that can drive significant growth. Meanwhile, in New Zealand, we believe the solar market is beginning to expand, particularly in the commercial sector, which is the current focus of SunScout New Zealand.

•        Engineering Products and Services.    This line of business represents our precision fabrication, mechanical engineering, and project-management segment that services commercial, industrial, and governmental clients in addition to on-site installation, maintenance, and repair services (“Engineering Products and Services”). Our Engineering Products and Services are operated through SunScout NZ, doing business as “Brunton Engineering”. The Brunton Engineering business traces its origins back to 1998 and has operated for nearly 30 years through a succession of different legal entities. It generates revenue from custom manufacturing, metal fabrication, prototyping, and engineering services. The operating business later known as Brunton Engineering Limited was incorporated in 2006 and continued the engineering operations in Palmerston North. Pursuant to an asset purchase agreement dated April 3, 2023, and upon completion of transaction on May 27, 2024, we, through SunScout New Zealand, acquired substantially all of the assets and business of Brunton Engineering Limited, including its plant and equipment, vehicles, engineering machinery, tools, inventory, and other tangible assets, as well as the benefit of its customer relationships, goodwill and ongoing operations.

In the financial year ended June 30, 2025, our SunScout Products (revenue classified under SunScout Products for the financial years ended June 30, 2024 and June 30, 2025 did not arise from the sale of any physical SunScout products and such revenue reflects amounts received in connection with manufacturing and commercialization arrangements relating to SunScout Asia and the SunScout Eco products), Solar Power Development Solutions, and Engineering Products and Services contributed to 27.95%, 40.94% and 31.11% of our revenue respectively. In the financial year ended June 30, 2024, our SunScout Products, Solar Power Development Solutions, and Engineering Products and Services contributed to 18.50%, 74.55% and 6.95% of our revenue respectively. In the six months ended December 31, 2025, our SunScout Products, Solar Power Development Solutions, and Engineering Products and Services contributed to 9.35%, 68.32% and 22.34% of our revenue respectively and in the six months ended December 31, 2024, our SunScout Products, Solar Power Development Solutions, and Engineering Products and

Services contributed to 8.55%, 51.24% and 40.21% of our revenue respectively. While our Solar Power Development Solutions and Engineering Products and Services lines of business currently account for the majority of our revenues as of the date of this prospectus, we believe the SunScout Products segment represents an opportunity for long-term growth with international scale. We distribute to a broad range of customers across the United States, Australia, New Zealand and Asia. We believe this geographic coverage enables us to access diverse markets and capture growth opportunities across multiple regions. In this case, we believe our products are well positioned to benefit from what we believe are global trends toward automation, sustainability, and cost efficiency. At this time, we believe certain regulatory measures can accelerate the phase-out of fossil-fuel lawn equipment, electricity prices are rising globally, and customers are increasingly demanding environmentally friendly and cost-effective alternatives. Our robotic mowers and related technologies are designed to meet these needs by providing a clean, independent, and scalable solution for residential, commercial, and institutional customers alike. In view of these trends currently, our business strategy is to leverage a capital-light and scalable model, with revenues expected from product sales, licensing of our proprietary technologies, recurring leasing and servicing arrangements, and solar EPC contracts.

Factors Affecting Our Results of Operations

Our business and results of operations are influenced by broader macroeconomic conditions, including overall economic growth in New Zealand, the United States, and our other key markets; the adoption rate of solar-powered technologies, autonomous robotics, and AI-enabled systems; regulatory and tax environments; geopolitical developments; and the availability and cost of components and manufacturing inputs. Shifts in any of these factors may affect demand for our products and services and impact our operating results. In addition, the following SunScout-specific factors can materially affect our results of operations:

Our ability to introduce and commercialize new products and services

The successful introduction and commercialization of new products and services are critical to our operating results and financial condition. The SunScout Pro and SunScout ProMax represent key strategic product launches for the Company. The SunScout Pro is designed to replace conventional ride-on mowers in the residential, lifestyle-block, and light-commercial segments, where no widely adopted robotic alternative currently exists. The SunScout ProMax is a fully commercial-scale autonomous mower intended for large-area and professional applications, including golf courses, solar farm ground management, public parks, council grounds, and a broad range of commercial lawn-care environments. As of the date of this prospectus, both products are in the final stages of development for market release. These platforms are expected to open access to new, previously underserved market segments and substantially expand our addressable customer base, which may materially contribute to future revenue growth. However, delays in development, manufacturing readiness, regulatory clearances, supply-chain availability, or field-validation processes could postpone or limit commercial launch, and any such delay could adversely affect our expected growth and financial performance.

Our ability to retain skilled personnel

Our future growth and success depend significantly on the continued service and contributions of our engineers, technical staff, and senior management team. Many of these individuals possess specialized expertise that is difficult to recruit and retain, particularly as we expand our operations in autonomous robotics, AI-enabled technologies, and advanced manufacturing. Competition for qualified personnel is intense, and identifying individuals with the skills required to support our growth strategy can be challenging, time-consuming, and costly. In addition, we intend to establish a new manufacturing base in Austin, Texas, which will require the recruitment and training of an entirely new operational and engineering team. The inability to attract, onboard, or retain the necessary personnel for this expansion in a timely manner could materially affect our ability to scale production and execute our business plan. Accordingly, the loss of key personnel or any failure to recruit, train, or retain suitably qualified employees could negatively impact our operations and future performance.

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

The robotics, AI, and solar-technology industries are characterized by rapid technological advancement, evolving industry standards, and frequent product innovation. Customers increasingly expect continuous improvements in performance, autonomy, safety, and energy efficiency. Our future success depends on our ability to respond to these changes, incorporate new technologies into our products, and ensure that our engineering and technical teams continually update their skills and expertise. Failure to adapt to technological developments or to align our products with emerging industry expectations could materially and adversely affect our competitiveness, business operations, and financial results.

Intellectual Property

We rely on a combination of patented technologies, proprietary engineering know-how, and non-patented trade secrets related to product development, manufacturing processes, and other core competencies. Protecting our intellectual property is critical to maintaining our competitive position. Accordingly, we employ measures such as patent filings, confidentiality and non-disclosure agreements, and internal security controls. While we believe our intellectual property portfolio is strong and we are not currently subject to any actual or, to our knowledge, threatened patent-related litigation, intellectual property disputes are common in technology-based industries. Litigation or threatened litigation may be necessary to enforce or defend our rights. Any such actions, whether initiated by or against us, could require significant management attention and result in substantial legal costs.

Foreign currency exchange fluctuation

Our operations involve transactions and cost structures denominated in multiple currencies, including the New Zealand dollar, U.S. dollar, Euro, and other regional currencies. As a result, fluctuations in foreign exchange rates may affect our revenue, expenses, and overall operating results. We monitor currency movements closely and may evaluate or implement hedging strategies or other risk-management measures where appropriate to mitigate the potential impact of such fluctuations on our operations and financial performance.

Geopolitical risks and related supply chain impacts

Global geopolitical tensions, including military conflicts such as Russia’s invasion of Ukraine and the resulting international sanctions, have created uncertainty in global markets. These events, along with other geopolitical developments, may disrupt supply chains, increase component and logistics costs, contribute to inflationary pressures, and affect overall economic conditions.

As of the date of this prospectus, we do not have operations or material business exposure in regions directly affected by these conflicts. We have not experienced significant financial or operational impacts arising from these events. However, like many manufacturing and technology companies, we are exposed to the risk of future increases in input costs, extended lead times, and other supply chain pressures should geopolitical instability escalate or persist. Such developments could adversely affect our cost structure and operating performance.

Overview of Financial Condition

The Company’s financial position changed materially between the fiscal years ended June 30, 2024, and June 30, 2025, primarily as a result of the acquisition and full-year consolidation of the New Zealand engineering and fabrication business (Brunton Engineering), the expansion of EPC solar project activity, and increased investment in the development and commercialization of SunScout Products.

Total assets increased as the Group integrated the acquired engineering business, which added property, plant, and equipment, inventory, contract assets, and identifiable intangible assets, including customer relationships and manufacturing know-how. The acquisition also expanded working capital requirements as the business supports a larger volume of fabrication contracts and EPC project execution.

Liabilities increased due to higher trade payables and contract liabilities associated with EPC solar projects and fabrication contracts recognized on an over-time basis. Growth in EPC activity also contributed to an increase in project-related procurement and subcontracting commitments, resulting in higher short-term obligations tied to project delivery schedules.

The Company’s equity position strengthened as a result of increased revenues from engineering and fabrication services, EPC solar installations, and initial commercial traction from SunScout Product sales. These operations contributed to higher gross profit and operating income for the year ended June 30, 2025. At the same time, elevated administrative and operational expenses associated with integrating the acquired engineering business and expanding our development activities partially offset the year’s profitability.

Overall, our financial condition reflects an organization transitioning from early-stage development toward expanded commercial operations. The integration of the Engineering Products and Services business provides a broader base of recurring fabrication, engineering, and EPC revenue, while the introduction of SunScout Products and vehicle-integrated solar systems expands the Company’s long-term market potential. Continued investment in manufacturing capability, product development, and project execution will remain key drivers of our financial condition going forward.

Liquidity and Capital Resources

The Company’s liquidity position reflects the operational expansion undertaken during the fiscal year ended June 30, 2025, including the acquisition and integration of the Engineering Products and Services business, increased EPC solar project activity for the Solar Power Development Solutions business, and continued investment in the development of SunScout Products and vehicle-integrated solar technologies.

As of June 30, 2025 and December 31, 2025, the Company’s liquidity was derived primarily from cash generated through our Engineering Products and Services and Solar Power Development Solutions businesses, and early SunScout Product sales, supplemented by contributions received from joint-venture partners in Thailand in support of the SunScout Eco platform. These sources were sufficient to meet operating requirements during the period. The expansion of fabrication and EPC operations increased working capital needs, particularly with respect to materials procurement, subcontracting, and project mobilization.

The Company’s principal liquidity requirements include funding ongoing operations, supporting EPC project execution, maintaining manufacturing and engineering capacity, and financing continued research and development for the SunScout Pro, SunScout ProMax, and DSA systems. The integration of the New Zealand engineering business, which materially increased revenue and operational scale, also resulted in higher personnel, facilities, and administrative costs that influence liquidity needs on an ongoing basis.

Management expects that future liquidity will continue to be influenced by the timing and magnitude of EPC project awards, the production and delivery schedules of SunScout Products, and the working capital profile associated with multi-stage engineering contracts. The Company may evaluate additional sources of liquidity, including credit facilities, equipment financing, equity funding, or strategic partner contributions, to support expansion plans, depending on market conditions and operational requirements.

Based on current projections, management believes existing cash on hand, cash generated from operations, and available funding arrangements are expected to be sufficient to meet the Company’s working capital and capital expenditure needs for at least the next twelve months from the date of this report. However, the Company’s liquidity may be affected by factors such as supply chain costs, project timing uncertainties, and the pace of commercialization of new SunScout Products.

Cash Flows

The Company’s cash flows for the fiscal years ended June 30, 2025, and June 30, 2024, and the six months ended December 31, 2025 and December 31, 2024, reflect the expansion of engineering and fabrication activities, increased EPC project execution, and investment in new product development and operational integration following the acquisition of the New Zealand Engineering Products and Services business. Cash flows from operating, investing, and financing activities each provide insight into the Company’s liquidity profile and funding requirements.

Operating Activities

Cash flows from operating activities are primarily driven by the timing of contract receipts and project expenditures for Engineering Products and Services, Solar Power Development Solutions, and early SunScout Product sales. Operating cash flows for the fiscal year ended June 30, 2025 and the six months ended December 31, 2025, were influenced by higher revenues from fabrication as part of our Engineering Products and Services business and Solar Power Development Solutions EPC project activity, as well as initial product sales and contributions from our Thailand joint-venture partners related to the SunScout Eco platform. These inflows were partially offset by increased operating costs associated with higher labor, materials, subcontracting, and logistics expenditures required to deliver a larger volume of projects.

Working capital requirements increased during the fiscal year due to the growth in Solar Power Development Solutions EPC project execution and Engineering Products and Services fabrication activity. These projects typically require procurement of materials and components ahead of milestone billings, resulting in higher contract assets, inventories, and payables. The integration of the New Zealand Engineering Products and Services business also contributed to higher personnel and administrative costs, affecting overall operating cash flows.

Investing Activities

Investing cash flows for the fiscal year ended June 30, 2025 primarily reflect the acquisition of the New Zealand engineering business and continued investment in manufacturing equipment, tools, prototyping, and research and development infrastructure. Additional investments were made in the development of the SunScout Pro and ProMax platforms and the DSA system for electric vehicles. These expenditures support the Company’s long-term product roadmap and manufacturing capability but contributed to a net outflow in investing activities for the period. The investing cash flows for the six-month period ended December 31, 2025 did not deviate from the Company’s long-term product roadmap.

Financing Activities

Cash flows from financing activities for the fiscal year ended June 30, 2025, and the six month period ended December 31, 2025, were driven by funding arrangements used to support the integration of the New Zealand Engineering Products and Services operations, working capital needs associated with higher project volumes, and general corporate activities. Financing may include shareholder contributions, partner funding, short-term loans, or other funding mechanisms as required. The Company evaluates financing opportunities on an ongoing basis to ensure adequate support for operational expansion, manufacturing scale-up, and research and development activities.

Summary

Overall, cash flows for the fiscal year ended June 30, 2025, and the six month period ended December 31, 2025, reflect a transition to a larger-scale operating profile, characterized by increased Engineering Products and Services fabrication and Solar Power Development Solutions EPC activity, initial SunScout Product commercialization, and continued investment in product development. Management monitors cash flows closely and believes that operating cash generation, combined with existing funding arrangements, is sufficient to support current operations and planned development activities.

Known Trends, Events, Demands, Commitments, and Uncertainties

The Company’s operations are subject to several known trends, events, demands, commitments, and uncertainties that may materially affect its financial condition, liquidity, and results of operations. These factors include macroeconomic conditions, industry-specific developments, and Company-specific operational considerations relating to expansion of our Engineering Products and Services, Solar Power Development Solutions and SunScout Product businesses.

A significant trend affecting the Company is the continued expansion of engineering and fabrication activities in New Zealand following the acquisition of the Engineering Products and Services business. This acquisition materially increased operational scale, broadened the customer base, and expanded the Company’s contractual obligations. While this integration supports long-term growth, it also increases exposure to fluctuations in labor availability, material costs, and production scheduling. Any delays in fabrication throughput or supply chain constraints may affect the timing of revenue recognition and project delivery.

The Company is also exposed to uncertainties associated with the commercialization and manufacturing ramp-up of the SunScout Pro and SunScout ProMax platforms. These products involve complex engineering, autonomous navigation systems, and solar-charging technologies that must be validated at scale. Production delays, component availability challenges, or changes in market adoption rates may affect the pace at which these platforms generate revenue. The Company’s ability to scale manufacturing activities, including planned expansion in the United States, will also influence the timing and magnitude of future product contributions.

In the Solar Power Development Solutions segment, project timing and execution represent key uncertainties. EPC contracts often require procurement of materials and components in advance of milestone billings, resulting in short-term working capital demands. Delays in permitting, customer approvals, grid connection, or construction scheduling may shift revenue recognition across reporting periods and impact operating cash flows. Additionally, fluctuations in the cost of steel, electronics, and other fabrication inputs may influence project margins, particularly on fixed-price EPC contracts.

The Company’s operations involve multiple currencies, including the New Zealand dollar, US dollar, and Euro, and certain activities are influenced by the Thai Baht through joint-venture arrangements. As a result, foreign currency fluctuations may affect reported revenues, expenses, margins, and cash flows. While the Company monitors exchange rate movements, significant volatility may impact financial results, especially given the geographic expansion of operations.

The Company’s joint-venture partners in Thailand contribute to the commercialization of the SunScout Eco platform. These contributions represent a source of support for product growth but may also be influenced by local market conditions, regulatory environments and production ramp-up schedules. Any changes in JV participation or shifts in product demand could affect product-related revenue and commercialization progress.

In addition, supply chain conditions remain a source of uncertainty. Lead times for electronic components, motors, batteries, steel, and other key materials may lengthen or fluctuate, and prices may be influenced by global demand, logistical constraints, or geopolitical factors. The Company’s ability to secure consistent supplies of critical components is important for maintaining production schedules and supporting EPC project timelines.

Collectively, these trends, events, and uncertainties may materially affect the Company’s future results. Management continues to monitor these factors closely and may adjust operational plans, sourcing strategies, manufacturing schedules, or investment priorities in response to changing conditions.

Key Components of Results of Operations

Revenue

Revenue for the fiscal year ended June 30, 2025, was $4,804,983, compared with $2,481,343 for the fiscal year ended June 30, 2024. This represents a year-over-year change of $2,323,639, or 93.64 percent.

Comparison of The Years Ended June 30, 2025, and 2024

The increase in revenue from 2024 to 2025 was driven by higher engineering and fabrication revenue from our Engineering Products and Services business due to expanded capacity and increased contract volume, amounts received in connection with manufacturing and commercialization arrangements relating to SunScout Asia and the SunScout Eco products, introduction of EPC solar project activity in New Zealand and increased engineering services delivered by SunScout New Zealand. It was partially offset by delays in certain engineering projects shifting revenue recognition into the fiscal year ending June 30, 2026, and slower-than-expected manufacturing ramp-up for Sunscout Pro & ProMax new robotic mower models.

Revenue for the six months ending December 31, 2025, was $2,877,136, compared with $2,456,246 for the six months ending December 31, 2024. This represents a period-over-period change of $420,889, or 17.14 percent.

Comparison of The Six-month period ending December 31, 2025, and 2024

The increase in revenue from the six month period ended December 31, 2024 to 2025 was driven by higher levels of Solar Solutions projects in the United States.

Revenue Mix

Our revenue was generated from our three lines of business: Engineering Products and Services, Solar Power Development Solutions, and SunScout Products. Each revenue stream reflects a different aspect of our integrated business model, which spans solar engineering, clean-energy manufacturing, and the commercialization of our proprietary technologies.

The following tables set forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues for the years ended June 30, 2024, and 2025 and the six month period ended December 31, 2025 and 2024:

a) Engineering Products and Services

Our Engineering Products and Services are operated through SunScout NZ, doing business as “Brunton Engineering”. The Brunton Engineering business traces its origins back to 1998 and has operated for nearly 30 years through a succession of different legal entities. It generates revenue from custom manufacturing, metal fabrication, prototyping, and engineering services. The operating business later known as Brunton Engineering Limited was incorporated in 2006 and continued the engineering operations in Palmerston North. Pursuant to an asset purchase agreement dated April 3, 2023, and upon completion of transaction on May 27, 2024, we, through SunScout New Zealand, acquired substantially all of the assets and business of Brunton Engineering Limited, including its plant and equipment, vehicles, engineering machinery, tools, inventory, and other tangible assets, as well as the benefit of its customer relationships, goodwill and ongoing operations. Revenue from Engineering Products and Services consists of custom manufacturing, metal fabrication, prototyping, and engineering services undertaken by our New Zealand production subsidiary. These projects are typically executed under fixed-price or milestone-based contracts. Revenue is recognized over time as performance obligations are satisfied, generally using a cost-to-cost method. For the fiscal year ending June 30, 2025, Engineering Products and Services revenue represented approximately 31.11% of our total revenue, compared with 6.95% for the fiscal year ended June 30, 2024. The significant increase was driven by higher utilization of our expanded workshop capacity following the Brunton Engineering acquisition, as well as continued demand from recurring commercial clients in New Zealand. For the six month period ending December 31, 2025, Engineering Products and Services revenue represented approximately 22.34% of our total revenue, compared with 40.21% for the six month period ending December 31, 2024.

b) SunScout Products

Revenue for the period was generated from the development and commercialization of SunScout Products across multiple platforms. This included government R&D grant income supporting the development of the SunScout Pro, SunScout ProMax, and the onboard DSA system for electric vehicles, and initial commercial traction through early SunScout Product sales. SunScout Product related sales accounted for approximately 27.95% of total revenue for the fiscal year ended June 30, 2025, compared with 18.50% for the fiscal year ended June 30, 2024. The steady contribution from product sales reflects consistent demand for our proprietary solar-enabled technologies and continued growth in both domestic and early international markets. For the six-month period ending December 31, 2025 SunScout Product related sales accounted for approximately 9.35% of our total revenue, compared with 8.55% for the six month period ending December 31, 2024.

c) Solar Power Development Solutions

Solar Power Development Solutions revenue is generated from turnkey solar development projects, including design, procurement, construction, and commissioning of commercial and industrial rooftop systems. Revenue is recognized over time as contractual milestones are completed. Solar Power Development Solutions represented approximately 40.94% of total revenue for the fiscal year ended June 30, 2025, compared with 74.55% for the fiscal year ended June 30, 2024. This growth was driven by the execution of several medium-scale commercial installations in New Zealand and USA and increase in sales of residential solar systems in SunScout USA. Solar Power Development Solutions represented approximately 68.32% of total revenue for the six month period ending December 31, 2025, compared with 51.24% for the six month period ending December 31, 2024.

Revenue — Geographical segments

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

Geographic Concentration Risks

The Company’s revenue is currently concentrated in a limited number of geographic regions, which may expose the business to regional economic conditions, regulatory environments, and market-specific risks. During the fiscal year ended June 30, 2025, a substantial portion of the Company’s revenue was generated in New Zealand through Engineering Products and Services, Solar Power Development Solutions, and early SunScout Product activity. As a result, overall performance is influenced by local economic conditions, permitting environments, material and labor availability, and demand for commercial and industrial solar solutions in New Zealand. As a result, overall performance is influenced by local economic conditions, permitting environments, material and labor availability, and demand for commercial and industrial solar solutions in New Zealand. For the six month period ended December 31, 2025 a substantial portion of the Company’s revenue was generated through Solar Power Development Systems in the US Market.

The Company also receives contributions and commercial support from joint-venture partners in Thailand relating to the SunScout Eco platform. While these contributions support product development and early-stage commercialization, they expose the Company to regional market dynamics, regulatory factors, and operational conditions specific to Thailand. Any changes in local policy, partner investment priorities, or market acceptance may affect commercialization progress and associated revenues.

Revenue from Europe is at an early stage and is expected to grow as SunScout Products are introduced through distribution arrangements with WWS and through a potential cooperation with seed2soil. The Company’s exposure to the region will increase as distribution expands, but early-stage operations may be subject to market-entry challenges, competitive pressure, and changing trade or regulatory conditions affecting cross-border manufacturing, electronics, and machinery imports.

North America is expected to become a significant future market, driven by the planned local manufacturing and commercialization of SunScout robotic products and the expansion of Brightway Energy’s EPC solar activities. For the financial years ended June 30, 2024 and 2025, and the six month period ended December 31, 2025, and 2024, the Company’s revenue in North America was derived primarily from Brightway Energy’s EPC solar contracts. The Company’s current operations in the United States remain limited relative to future plans. The pace of growth in this region will depend on the Company’s ability to scale manufacturing, secure component supply chains, build distribution capability, and compete within a larger and more mature robotics and solar market.

The concentration of revenue in a small number of markets, combined with the Company’s expansion into new geographic regions, creates exposure to region-specific risks that may affect financial results. Management monitors these conditions closely as part of its operational and expansion strategy.

Asia Pacific

Revenue from the Asia Pacific region currently reflects activity in New Zealand and Thailand. New Zealand contributes through early commercial traction with SunScout Products, while Thailand reflects contributions from joint-venture partners supporting the commercialization of the SunScout Eco platform. The region is expected to expand through entry into Australia and broader Oceania markets, and through potential EPC and development opportunities for utility-scale solar farm projects in Thailand.

Europe

Revenue from Europe is at an early stage as the Group only recently commenced commercial activity in this region. Growth is expected through the distribution of SunScout Products by WWS and through the potential cooperation agreement with seed2soil, which is expected to assist in establishing broader market access and product presence across the region.

North America

Revenue from North America is expected to become a key component of the Group’s growth strategy. The focus in this region includes local manufacturing and distribution of SunScout robotic products, as well as the expansion of Brightway Energy’s activities in EPC solar systems. These initiatives are intended to build a stronger market presence and support the Group’s planned scale-up in the United States.

Cost of Revenues

Cost of revenues primarily includes costs related to subcontracting, labor, and the materials used in the manufacturing of SunScout Products and for our Engineering Products and Services and Solar Power Development Solutions.

Our cost of revenues from our revenue categories are summarized as follows:

Cost of revenues for the fiscal year ended June 30, 2025, was $2,359,157 compared with $1,438,906 for the fiscal year ended June 30, 2024. The increase reflects higher labor and material requirements to support an expanded volume of engineering, fabrication, and EPC work, including increased steel, electronics, and component inputs and higher subcontractor and logistics expenditures. The year also incorporates the full operating costs of the Company’s enlarged engineering and production capabilities.

Cost of revenues for the six-month period ending December 31, 2025, was $1,689,077 compared with $1,498,013 for the six-month period ending December 31, 2024. The increase reflects higher labor and material requirements to support an expanded volume of EPC work in the United States.

Material Changes in Cost Structure

The Company’s cost structure experienced significant changes during the fiscal year ended June 30, 2025, driven primarily by the increased scale of engineering and fabrication activities, expanded EPC project execution, and the full-year impact of integrating the New Zealand Engineering Products and Services business acquired during the prior fiscal period. These factors collectively influenced labor, materials, subcontracting, and overhead costs.

Labor costs increased as a result of higher staffing levels needed to support the expanded engineering and fabrication operations in New Zealand, along with additional personnel required for EPC project delivery and administrative functions. The integration of the acquired business brought a larger workforce into the Group, resulting in higher payroll and related expenses across production, workshop operations, and engineering support.

Materials and component costs increased due to greater consumption of steel, electronic components, fabrication inputs, and solar equipment required for EPC projects and engineering contracts. Global supply chain constraints and commodity price volatility also influenced material costs, particularly for electronics and steel. While some of these increases were offset by pricing adjustments and improved sourcing strategies, material cost inflation continued to affect project margins and overall cost of revenues.

Subcontracting and logistics expenses also increased as EPC activity scaled. EPC projects often require external contractors for installation, electrical work, and specialized construction support, and these costs rose proportionally with the larger project pipeline. Shipping, freight, and logistics costs associated with equipment procurement and transportation of fabricated components further contributed to cost increases during the fiscal year.

Overhead and production-related costs grew following the integration of the New Zealand engineering business, including higher facility expenses, equipment maintenance, tooling, utilities, and insurance. These increases reflect the expanded operational footprint and higher production volumes, which require additional workshop capacity and administrative support.

Management continues to monitor material input costs, subcontractor rates, and operational efficiencies to mitigate future cost increases. Continued investment in process improvements, supply chain optimization, and production planning is expected to support margin stability as operations scale.

Gross profit and gross profit margin

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

Gross profit for the fiscal year ended June 30, 2025 was $2,445,825 compared with $1,042,437 for the fiscal year ended June 30, 2024. Gross margin was 48.44% for the fiscal year ended June 30, 2025 compared with 41.48% for the fiscal year ended June 30, 2024.

Gross profit for the six month period ending December 31, 2025 was $1,188,059 compared with $958,233 for the six month period ending December 31, 2024. Gross margin was 41.29% for the six month period ended December 31, 2025 compared with 39.01% for the six month period ended December 31, 2024.

Gross profit and gross margin differ significantly by region due to variations in revenue composition, product mix, engineering activity, and the maturity of each market. Asia Pacific generated the highest gross margin in both periods, primarily because the region includes capitalized research and development activities. These capitalized R&D efforts reduce period operating expenses and increase reported gross margin for the region during the development phase.

North America contributed gross profit primarily from EPC solar system activities, with margins broadly consistent year over year. Europe remained at an early stage of commercialization during both periods and did not contribute meaningful gross profit.

Looking ahead, the Company expects the sale of SunScout Products to become the dominant factor driving gross margin. Our forward plans assume a sustained gross margin of greater than 50% on SunScout Product sales as production volumes increase, engineering processes mature, and cost efficiencies continue to improve.

Operating expenses

Sales and marketing expenses

Sales and marketing expenses were $42,311 for the fiscal year ended June 30, 2025, compared to $101,256 for the fiscal year ended June 30, 2024. Sales and marketing expenses generally include salaries and commissions for sales personnel, travel and business development costs, promotional activities, and other expenditures aimed at expanding market reach and supporting customer acquisition.

The year-over-year decrease reflects improved cost efficiency in U.S. solar system sales and a reduced reliance on external marketing campaigns. Higher levels of customer retention, repeat business, and referral-driven activity lowered the need for direct advertising and paid lead generation. With the integration of the acquired engineering business in New Zealand, the Group also benefits from an established customer base with exceptionally high retention rates, which requires comparatively little sales and marketing expenditure to sustain recurring revenue.

Sales and marketing expenses were $8,763 for the six month period ended December 31, 2025, compared to $34,278 for the six month period ended December 31, 2024. Sales and marketing expenses generally include salaries and commissions for sales personnel, travel and business development costs, promotional activities, and other expenditures aimed at expanding market reach and supporting customer acquisition.

General and administration expenses

General and administrative expenses were $1,055,284 for the fiscal year ended June 30, 2025, compared to $452,747 for the fiscal year ended June 30, 2024. General and administrative expenses typically include salaries and related benefits for administrative, operational, and management personnel; professional service fees for audit, legal, accounting, and advisory work; occupancy-related costs; insurance; software and IT infrastructure; and other corporate overhead required to support the Group’s operations.

The year-over-year increase was primarily driven by the acquisition and integration of the New Zealand Engineering Products and Services business. The transaction generated additional legal and professional service costs, and the integration of the acquired operations significantly expanded the Group’s administrative footprint. As the engineering business contributed to almost doubling total revenue, associated administrative support requirements increased accordingly, including higher staffing, compliance, reporting, facilities, insurance, and IT system costs needed to manage a larger and more operationally complex business.

General and administrative expenses were $427,121 for the six month period ended December 31, 2025, compared to $460,493 for the six month period ended December 31, 2024. General and administrative expenses typically include salaries and related benefits for administrative, operational, and management personnel; professional service fees for audit, legal, accounting, and advisory work; occupancy-related costs; insurance; software and IT infrastructure; and other corporate overhead required to support the Group’s operations.

Research and development expenses

Research and development expenses were $118,140 for the fiscal year ended June 30, 2025, compared to $13,124 for the fiscal year ended June 30, 2024. Research and development expenses generally include personnel costs, prototyping materials, engineering services, software development, and other expenditures incurred in the design, testing, and enhancement of the Group’s products and technologies.

The year-over-year increase reflects the continued advancement of the SunScout Eco, SunScout Pro, and SunScout ProMax platforms, including improvements to autonomous navigation, fleet management capabilities, and solar charging algorithms. Additional costs were incurred for prototyping and hardware development related to deployable solar array systems and vehicle-integrated solar solutions for electric vans. The expanded scope of R&D activities, together with increased technical complexity and accelerated product development cycles, contributed to the higher expenditure during the fiscal year.

Research and development expenses were $0 for the six month period ended December 31, 2025, compared to $20,531 for the six month period ended December 31, 2024. Research and development expenses generally include personnel costs, prototyping materials, engineering services, software development, and other expenditures incurred in the design, testing, and enhancement of the Group’s products and technologies.

Contractual Obligations and Commercial Commitments

The Company enters into various contractual arrangements in the ordinary course of business that require future cash payments or the provision of goods and services. These obligations arise primarily from engineering and fabrication contracts, EPC solar project agreements, joint-venture arrangements, lease commitments, and other operating requirements. The following summarizes the material contractual obligations and commercial commitments in place as of June 30, 2025.

The Company is party to multiple EPC solar contracts that require the procurement of materials, components, and subcontracted services in advance of project completion. These obligations typically include commitments for solar modules, inverters, mounting systems, electrical components, and installation services. EPC contracts often involve milestone-based billing schedules, and the timing difference between material procurement and customer invoicing can affect short-term working capital requirements. The Company’s obligations under these EPC contracts are expected to be satisfied as projects progress through their construction and commissioning phases.

In addition to EPC commitments, the Company maintains contractual obligations through its Engineering Products and Services operations in New Zealand. These contracts commonly require the purchase of steel, electronic components, and fabrication inputs, as well as the allocation of production capacity and labor resources. Contract terms vary depending on the scope and duration of work, and obligations are generally satisfied as fabrication milestones are completed.

The Company also maintains joint-venture arrangements in Thailand relating to the manufacturing of SunScout Eco units. While these arrangements do not impose extensive operational or financial obligations on the Company, the primary requirement is to generate sales of SunScout Eco products, which in turn supports production volumes at the Thai assembly facility. Other commitments relate mainly to routine product support and activities associated with the commercialization of the SunScout Eco platform.

Lease commitments for office, workshop, and operational facilities represent another component of the Company’s contractual obligations. These include fixed lease payments for workshop facilities and administrative offices in New Zealand, the United States, and other locations supporting business operations. Lease terms vary by location and may include renewal options and scheduled adjustments over the lease period.

Other commercial commitments include arrangements for software and IT infrastructure, insurance contracts, equipment maintenance and service agreements, and professional service contracts related to legal, accounting, engineering, and operational support.

The Company believes it has sufficient resources to meet its current contractual obligations as they fall due. Management monitors its commitments closely and evaluates potential impacts on liquidity, cash flows, and operational requirements as part of its ongoing financial planning.

During the six-month period ending December 31, 2025, the company did not deviate from these contractual obligations.

Other Income

Other income for the fiscal year ended June 30, 2025 was $14,146 compared with $18,683 for the fiscal year ended June 30, 2024. The decrease in other income was primarily attributable to changes in interest earned on bank facilities, fluctuations in foreign exchange rates arising from our multi-currency operations, and variations in the level of government grants or incentives received during the period. Other income for the six month period ended December 31, 2025 was $24,622 compared with $23,525 for the six-month period ended December 31, 2024.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of June 30, 2025, or June 30, 2024. The Company has not entered into any transactions involving uncombined entities, structured finance vehicles, special purpose entities, or other forms of off-balance sheet financing designed to facilitate asset or liability management, liquidity enhancement, or credit risk transfer.

The Company does not engage in receivables factoring, synthetic leases, financial guarantees, or other arrangements that would expose it to material undisclosed obligations or risks. All significant commitments and contractual obligations are recognized on the balance sheet or disclosed separately within this Management’s Discussion and Analysis as required.

Management continues to monitor the Company’s contractual and financing relationships to ensure transparency and compliance with applicable accounting standards and regulatory disclosure requirements.

During the six-month period ended December 31, 2025 the company did not deviate from the off-balance sheet arrangement.

Market Risk Disclosure

The Company is exposed to various market risks arising from its operations, including foreign currency risk, interest rate risk, commodity and materials price risk, and credit risk associated with customers and project counterparties. These risks may affect the Company’s financial position, results of operations, and cash flows. The Company monitors these exposures and may adjust sourcing, pricing, or operational practices in response to changing market conditions.

Foreign Currency Risk

The Company conducts operations in multiple currencies, including the New Zealand dollar, United States dollar, euro, and Thai baht. Revenues from Engineering Products and Services, Solar Power Development Solutions, and SunScout Product sales are primarily denominated in New Zealand dollars and U.S. dollars, while certain expenses, equipment purchases, and joint-venture contributions involve other currencies. Fluctuations in exchange rates may affect reported revenues, gross margins, and operating costs. The Company does not currently employ hedging instruments but monitors exchange rate movements closely as part of its financial and operational planning.

Interest Rate Risk

The Company’s exposure to interest rate risk arises from any variable-rate borrowings or short-term financing arrangements used to support working capital, equipment purchases, or operational expansion. Changes in market interest rates may affect borrowing costs and future financing terms. While interest-bearing obligations are currently limited, the Company anticipates that future expansion — particularly manufacturing capacity increases and EPC project scale-up — may increase sensitivity to interest rate movements.

Materials and Commodity Price Risk

The Company relies on steel, aluminum, motors, electronic components, batteries, and solar equipment for its engineering, fabrication, and EPC operations. Prices for these materials are subject to global supply and demand dynamics, geopolitical developments, and ongoing supply chain constraints. Increases in material costs may affect project margins, especially for fixed-price EPC contracts and fabrication jobs. The Company attempts to mitigate these risks through supplier diversification, strategic procurement, and, where feasible, pricing adjustments; however, significant cost increases or extended lead times may impact future results.

Credit Risk

The Company is exposed to credit risk through trade receivables from Engineering Products and Services clients, Solar Power Development Solutions customers, and early SunScout Product customers. Solar Power Development Solutions EPC projects and Engineering Products and Services fabrication contracts may involve milestone-based payments, and delays in customer billings or payment collections can affect liquidity. The Company evaluates customer creditworthiness and monitors outstanding receivables to manage exposure. Credit risk associated with joint-venture contributions is considered limited, as these are contractual and supported by active partner participation, but they remain subject to local market and regulatory conditions.

Liquidity and Contract Execution Risk

While not a market risk in the narrow sense, liquidity risk is influenced by market-driven variables such as material cost changes, project timing, and customer payment schedules. Solar Power Development Solutions EPC projects in particular may require significant upfront procurement before milestone payments are received. Delays in project execution or customer approvals may affect cash flows and increase short-term financing needs.

Management continues to monitor these market risks as part of its operational and financial planning processes and may adopt additional risk-mitigation strategies as the scale and geographic reach of the business expands.

Critical Accounting Policies and Estimates

The preparation of the Company’s combined financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates and assumptions are based on historical experience, current conditions, and management’s best judgment regarding future events. Actual results may differ from these estimates, and such differences may be material to the financial statements. The following critical accounting policies and estimates require significant judgment and have the most significant impact on the Company’s reported financial results.

Revenue Recognition

Revenue is generated from Engineering Products and Services, Solar Power Development Solutions and our SunScout Products, which include contributions received from joint-venture partners in Thailand that support commercialization of the SunScout Eco platform. Revenue is recognized in accordance with relevant accounting standards when control of promised goods or services is transferred to the customer.

Engineering Products and Services contracts are typically recognized over time using a cost-to-cost method, requiring estimates of total project costs, progress toward completion, and the timing of contract milestones. These estimates involve judgment regarding labor hours, material usage, subcontractor inputs, and project complexity. Revisions to estimates may affect revenue recognized in current or future periods.

Solar Power Development Solutions EPC solar projects are generally accounted for over time as performance obligations are satisfied. These projects require estimates of total expected costs, subcontractor performance, and milestone delivery schedules, all of which are subject to uncertainty. Changes in project scope, material prices, or installation conditions may require revisions to estimated margins and timing of revenue.

Contract Assets and Liabilities

Contract assets arise when revenue is recognized in advance of billings to customers, while contract liabilities arise when billings or payments are received before the satisfaction of performance obligations. Management must assess contract progress, estimated costs, and potential variable consideration, all of which require judgment. Delays in project execution or revisions to cost estimates may affect the measurement of contract assets and liabilities.

Allowance for Doubtful Accounts

The Company evaluates the collectability of receivables using historical experience, credit assessments, customer financial conditions, and other observable factors. EPC customers and fabrication clients may represent concentrated exposures, and changes in their financial condition or payment behavior may require adjustments to the allowance.

Useful Lives of Property, Plant, and Equipment and Intangible Assets

The determination of useful lives for depreciation and amortization involves judgment based on expected asset performance, technological developments, and operational experience. Changes in operating conditions, equipment utilization, or product technological advancements may affect depreciation and amortization patterns.

Management believes the accounting estimates described above are reasonable and appropriate, but they involve significant judgment and are subject to change as conditions evolve.

In addition to the Regional Strategic Partnership Loan, our credit facilities consist of the following: (i) ASB Bank Term Loan 007, with an outstanding balance of approximately NZD 560,594 as of December 31, 2025, bearing interest at 7.69% per annum, with a 48-month maturity amortized through monthly payments, maturing on May 31, 2028; (ii) ASB Bank Term Loan 022, with an outstanding balance of approximately NZD 265,000 as of December 31, 2025, bearing interest at 4.50% per annum, with a 60-month maturity and monthly amortization, maturing on March 28, 2030; (iii) UDC Finance vehicle financing arrangements, with an outstanding balance of approximately NZD 58,500 as of December 31, 2025, bearing interest at 10.95% per annum, with a 48-month repayment term, maturing on December 21, 2028; and (iv) IRD Small Business Cashflow Loan, with an outstanding balance of approximately NZD 25,000 as of December 31, 2025, bearing interest at 3.00% per annum, with a 5-year maturity, maturing on August 20, 2027.

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2025 and December 31, 2025:

Management believes the estimates and assumptions used are reasonable and based on historical experience and other relevant factors; however, actual results may differ from these estimates. Additional detail is provided in Note to the combined financial statements.

Recently Issued Accounting Standards

We do not expect recently issued accounting standards to have a material impact on our combined financial statements.

Outlook/Future Prospects

The Company anticipates continued growth across its Engineering Products and Services, Solar Power Development Solutions, and SunScout Product businesses as it advances key commercialization, manufacturing, and development initiatives. The integration of the New Zealand engineering business has strengthened the Company’s operational foundation, and the expanded fabrication capacity is expected to support a broader pipeline of engineering contracts and EPC projects. Management expects this segment to remain a stable contributor to revenue, with performance influenced by local demand, material availability, and project timing.

In the SunScout Product segment, the Company will focus on completing the commercialization of the SunScout Pro and SunScout ProMax platforms and scaling production capability for both domestic and international markets. These platforms represent significant long-term opportunities in residential, commercial, and large-area autonomous mowing applications. Initial commercial traction from early SunScout Product sales, contributions from joint-venture partners, and continued investment in software, navigation, and solar-charging technologies provide a foundation for future revenue expansion. The pace of growth in this segment will depend on manufacturing readiness, supply chain conditions, and market adoption rates.

The Company also plans to expand its presence in North America, where it intends to establish local manufacturing capabilities to support SunScout Pro and SunScout ProMax production. U.S.-based operations are expected to reduce logistics costs, shorten delivery times, and improve access to major markets for autonomous robotics and solar-enabled equipment. The facility may also manufacture selected seed2soil horticultural automation products for the U.S. market. The Company has completed preparatory work, including site selection, execution of a lease agreement, and engagement with local stakeholders in Austin, Texas, and expects to begin implementation following the capital raise associated with the IPO.

In the Solar Power Development Solutions segment, the Company expects continued demand from commercial and industrial customers in Asia Pacific and the United States. SunScout USA maintains an established presence in the northeastern United States and intends to expand its Solar Power Development Solutions operations to additional U.S. regions. Future geographic expansion targets also include the Caribbean, Puerto Rico, and parts of South America, where solar resources are strong and grid infrastructure remains limited, creating opportunities for both grid-connected and islanded solar-plus-storage systems.

SunScout Asia’s Solar Power Development Solutions division focuses on island and remote installations that require stand-alone solar generation and energy storage solutions. The division also has access to a pipeline of utility-scale solar farm opportunities for EPC execution and long-term operational support. Overall performance in the Solar Power Development Solutions segment will continue to depend on project award timing, permitting processes, component availability, and broader economic conditions affecting customer capital-investment decisions.

The Company will continue to invest in research and development to advance DSA systems and other vehicle-integrated solar technologies. These efforts are expected to support longer-term product diversification and expand the Company’s addressable markets beyond stationary robotics and Solar Power Development Solutions EPC installations.

As the Company expands operations across Southeast Asia, the United States, and Europe, management will continue to monitor supply chain dynamics, material pricing, regulatory environments, and geopolitical factors that could affect sourcing, production, and project execution. The Company may seek additional funding, financing arrangements, or strategic partnerships to support operational expansion, manufacturing scale-up, and product commercialization.

While the Company believes that its multi-segment business model, expanding product portfolio, and strengthening operational base provide a foundation for long-term growth, future results will depend on the successful execution of these initiatives under evolving market and economic conditions.

HISTORY AND CORPORATE STRUCTURE

As of the date of this prospectus, our Group is comprised of the Company and its subsidiaries, SunScout Limited and SunScout New Zealand Limited.

Corporate History

Our Company was incorporated in the Cayman Islands on August 18, 2025, under the Companies Act as an exempted company with limited liability.

On the date of the Company’s incorporation, one (1) ordinary share was issued to Harneys Fiduciary (Cayman) Limited. On the same day, Harneys Fiduciary (Cayman) Limited transferred one (1) ordinary share to Thomas Grant HARRIS for a consideration of US$0.0001, and 959,999 ordinary shares were issued to Thomas Grant HARRIS for a consideration of US$95.99.

On December 6, 2025, the Company’s shareholders approved to amend our authorized share capital from US$50,000 divided into 500,000,000 ordinary shares of par value of US$0.0001 each, to US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each, comprising (i) 450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and (ii) 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each.

Prior to the Reorganization described below, our business and operations were conducted through SunScout Limited, a company incorporated in New Zealand that served as the previous holding company of our operating entity, SunScout New Zealand, and Brightway Energy LLC, a Massachusetts-based company formed in Delaware, jointly owned by Mr. Marc Cywinski and Mr. Joshua Marotske, each holding a 50% shareholding.

The Reorganization

This prospectus refers to the “Reorganization,” which will be undertaken to consolidate the Group’s operating entities under SunScout Holding Limited, our Cayman Islands holding company, and to establish the capital structure for this offering. The Reorganization includes the consolidation of SunScout Limited into the Group and the conditional acquisition of Brightway Energy LLC.

Consolidation of SunScout Limited

Pursuant to the share transfer agreements dated November 14, 2025:

(i)     BKK Consultants Limited transferred its 6,250 ordinary shares in the capital of SunScout Limited to the Company in satisfaction of its obligations in the amount of USD103,896 owed to the Company in respect of the 1,040,000 ordinary shares in the Company held by BKK Consultants Limited;

(ii)    Mr. Friedrich Edwin Cywinski transferred 46,875 ordinary shares in the capital of SunScout Limited to the Company, in satisfaction of AE Equity Limited’s obligations in the amount of USD659,340 owed to the Company in respect of the 6,600,000 ordinary shares in the Company held by AE Equity Limited and for the issue of 7,500,000 Class B Ordinary Shares issued to AE Equity Limited;

(iii)   Mr. Marc Cywinski transferred 46,875 ordinary shares in the capital of SunScout Limited to the Company, in satisfaction of Solerin Equity Limited’s obligations in the amount of USD535,464 owed to the Company in respect of the 5,360,000 ordinary shares in the Company held by Solerin Equity Limited and for the issue of 7,500,000 Class B Ordinary Shares issued to Solerin Equity Limited;

Following completion of these transfers, the Company acquired 100% of the equity interest in SunScout Limited. Pursuant to a share transfer form dated November 18, 2025, on December 6, 2025, BKK Consultants Limited, a company incorporated in New Zealand and wholly owned by Mr. Jacob Pretorius and his wife, Karen Wilcox (each holding 50% shareholding) with Mr. Jacob Pretorius as the sole director of the company, transferred its 1,040,000 ordinary shares in the Company to Mr. Jacob Pretorius.

Acquisition of Brightway Energy LLC

On January 9, 2026, the Company entered into the Brightway MPA with its founders, Mr. Marc Cywinski and Mr. Joshua Marotske, pursuant to which the Company acquired 100% of the membership interests in Brightway Energy LLC for an aggregate consideration of US$5.0 million, consisting of US$2.0 million in cash payable within one (1) week

following the receipt by the Company of the proceeds from this offering, and US$3.0 million in Class A ordinary shares of the Company, with the number of shares to be issued calculated based on the initial public offering price of the Class A ordinary shares in this offering and issuable six (6) months after the date of the Company’s listing on Nasdaq or the NYSE American. The transfer of the membership interests was completed on the date of the Brightway MPA, and Brightway Energy LLC became a wholly owned subsidiary of the Company as of such date. Payment of the purchase consideration is deferred and contingent upon the completion of the Company’s initial public offering, subject to alternative settlement arrangements to be agreed by the parties if the offering is not completed by the Long-Stop Date.

Brightway Energy LLC had been under common control with the Company and combined into the Company’s financial statements prior to the execution of the Brightway MPA. Accordingly, the transaction represented a legal ownership reorganization among entities under common control.

Deed of Conditional Assignment

On January 9, 2026, Mr. Marc Cywinski and Mr. Joshua Marotske entered into a deed of conditional assignment, pursuant to which Mr. Marc Cywinski conditionally assigned, subject to the completion of this offering, to Mr. Joshua Marotske his entitlements under the Brightway MPA to receive US$1,000,000 in cash and US$1,500,000 in Class A Ordinary Shares (with the number of shares to be issued calculated based on the initial public offering price of the Class A Ordinary Shares in this offering).

As part of the Reorganization undertaken, SunScout Limited became a wholly owned subsidiary of our Company on November 14, 2025. Brightway Energy LLC became a wholly owned subsidiary of our Company on January 9, 2026 upon completion of the Brightway MPA. Post-Reorganization, the Company will become the holding company of the Group.

Corporate Structure

This chart below represents our corporate structure post-Reorganization, which was completed on January 9, 2026.

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(1)      AE Equity Limited is a company incorporated in the British Virgin Islands and wholly owned by Mr. Edwin Cywinski

(2)      Solerin Equity Limited is a company incorporated in the British Virgin Islands and wholly owned by Mr. Marc Cywinski.

(3)      JKM Equity Limited is a company incorporated in the British Virgin Islands and wholly owned by Mr. Joshua Marotske.

SunScout Asia operates as the Group’s primary manufacturing and assembly platform for the SunScout Eco robotic lawn mower. SunScout Asia’s manufacturing activities are conducted pursuant to the License Manufacturing Agreement between SunScout Limited, as principal, and a Thailand-based operating manufacturing entity that was contemplated at the time the agreement was executed. At the time the License Manufacturing Agreement was entered into, the Group had not yet incorporated its Thailand manufacturing entity. Following the subsequent incorporation of SunScout Asia Company Limited in Thailand, the manufacturing, assembly, component sourcing and final quality inspection functions contemplated under the License Manufacturing Agreement have been carried out through SunScout Asia as the Group’s joint-venture manufacturing platform. In connection with the establishment of SunScout Asia as the Group’s Thailand operating entity, the parties entered into a written confirmation on February 19, 2025, pursuant to which the parties agreed and confirmed that SunScout Asia Company Limited is the manufacturer for the purposes of the License Manufacturing Agreement.

Under the License Manufacturing Agreement, the manufacturer is appointed as the exclusive manufacturer of the licensed products within the agreed territory and is responsible for manufacturing activities in accordance with specifications, quality standards and compliance requirements prescribed by SunScout Limited. The agreement grants a limited license to use specified intellectual property solely for manufacturing purposes, with all underlying intellectual property rights and any improvements retained by SunScout Limited. The agreement also contains customary provisions relating to quality control, confidentiality, reporting obligations, non-competition, pricing and payment mechanics, and termination upon customary events, including material breach or insolvency.

The commercial framework for establishing the Group’s Thailand manufacturing platform was initially outlined in non-binding investment agreements entered into in January 2024 with Hoffen Asia Co., Ltd. (“Hoffen Asia”) and subsequently in March 2024 with related Thai individual investors. Hoffen Asia was the corporate vehicle initially used by the relevant Thai investors in connection with the proposed transaction, and the subsequent March 2024 agreement reflected those investors participating directly in their individual capacities instead. These agreements contemplated alternative ownership structures for the proposed Thailand entity but were expressly non-binding and were not implemented in their original form. SunScout Asia was ultimately incorporated reflecting the parties’ revised commercial understanding, with the current ownership structure consisting of 43% SunScout Limited and 57% other Thai investors. No binding subscription or shareholders’ agreement was executed pursuant to the earlier non-binding investment agreements.

INDUSTRY OVERVIEW

All the information and data presented in the sections and subsections entitled “Robotic Lawn Mowers”, “Solar Power Systems for RV”, “Lawn Mower Blade market” and “On-Board Charger Market” have been derived from EverEdge Global (“EverEdge”)’s valuation report commissioned by us unless otherwise noted. EverEdge has advised us that the statistical and graphical information contained therein are drawn from its database and other sources. All the information and data presented in the sections and subsections entitled “Solar Power EPC and Project Development” and “New Zealand Engineering Sector” are derived from the Company’s in-house research and analysis and all statistical and graphical information contained therein are drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

Robotic Lawn Mowers

Market Size and Key Markets

The global market for robotic lawn mowers (autonomous grass-cutting machines for residential and commercial use) has been growing steadily and is poised for significant expansion through the forecast period. According to Mordor Intelligence, the market was estimated at USD 2.4b in 2025, and is projected to reach USD 4.7b by 2030, implying a CAGR of 14.4%1. Robotic mowers currently make up a small portion of the total lawn mower market, which is estimated at USD 33.7b in 2024 (including manual and ride-on mowers)2.

According to Mordor Intelligence, Europe is currently the largest market for robotic mowers, accounting for 45% of the global market3. Early adoption in countries like Germany, Sweden, and the Netherlands (where small lawns and high labor costs make robots appealing) has given Europe a lead4. North America (U.S. and Canada) is the second-largest market but has been catching up as awareness grows5. Rising labor costs in the U.S. landscaping industry and greater acceptance of automation are also boosting adoption in this region6. On the other hand, the Asia Pacific region is expected to register the fastest growth over the forecast period, driven by the rising interest in automated home appliances and as more households have lawns or gardens in need of maintenance7.

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1        https://www.mordorintelligence.com/industry-reports/robotic-lawn-mower-market

2        https://www.grandviewresearch.com/horizon/outlook/lawn-mowers-market-size

3        See note 1.

4        See note 1.

5        https://www.globenewswire.com/news-release/2024/11/20/2984173/28124/en/Global-Robotic-Lawn-Mower-Market-Research-2024-2029-with-Honda-Husqvarna-and-STIGA-Running-Rings-Around-the-Competitio.html

6        See note 5.

7        See note 5.

Key Market Drivers and Trends

Labor shortages and rising costs in lawn care: A primary driver for the purchase of robotic lawn mowers is the ongoing labor shortage in the landscaping and lawn maintenance industry and the high cost of manual lawn care. In many countries, it has become harder to find and afford labor for routine mowing. This was exacerbated by the COVID-19 pandemic, which spotlighted labor gaps in the “green industry” and increased interest in automation8.

Rising residential lawn-care outsourcing: In the residential lawn care segment, there is a rising preference for adoption professional services over self maintenance9. This trend is driven by the ageing population, and the rising number of dual-income households who increasingly prioritize their leisure time10.

Shift toward battery-electric outdoor equipment: For example, the German company Andreas Stihl AG & Co. reported that its battery-powered units comprised 24% of its sales in 2023, and is expected to reach 35% by 202711. This shift towards electrification is also driven by the reduced noise and vibration of robotic units, which enables overnight operation, maximizing daily mowing cycles without disrupting residents12.

Changing consumer lifestyle (convenience and smart home integration): robotic lawn mowers are increasingly integrated into the broader smart home and “internet-of-things” sector. Practically almost every new model comes with a smartphone app for control and monitoring.

Technological maturity & proven performance: Today’s models have seen advances in sensors, navigation, and power management that make them far more efficient and user-friendly13. For example, many have sophisticated obstacle detection (using ultrasonic sensors or cameras)14. Some high-end models use GPS-assisted navigation or RTK technology for precise mowing patterns without boundary wires15. Battery improvements allow longer runtimes and faster charging, and mid-range robots can now mow 150+ minutes per charge and recharge quickly, covering a sizable lawn in a few hours16.

Fleet management software and “mowing-as-a-service”: As robotic mowers enter commercial use and multi-unit residential use, the need for fleet management and SaaS platforms has emerged17. Companies are rolling out software solutions to monitor and control fleets of robotic mowers across different sites18. For example, Robin Autopilot (a pioneer in robot-mowing services) launched a “fleet console platform” that lets landscaping operators see the status of all their mowers, send commands, track maintenance, and integrate with scheduling software19. Similarly, The Husqvarna Group, a Swedish manufacturer (“Husqvarna”) offers a cloud-based “fleet services system” for professional users to manage dozens of auto mowers, with dashboards and remote control features20. The trend is effectively “Robotics-as-a-Service” or “RaaS” in lawn care — instead of selling just a unit, companies can lease robots or manage them for clients, charging a monthly fee.

Emergence of solar and hybrid power: We observe that a niche but interesting trend is the integration of solar panels on robotic mowers to extend their running time using sunlight. A few consumer models have small built-in solar panels (for instance, Husqvarna had a solar hybrid auto mower in the past) — the idea is that while the mower is working (or docked in the yard), it can trickle-charge from the sun, reducing how often it needs to return to its charging station. We believe that as solar panel efficiency increases and costs drop, we may see more solar-assisted robotic mowers especially in sunny regions, which could make them even more self-sufficient.

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8        https://www.greenindustrypros.com/mowing-maintenance/robotics/article/22941804/siteone-landscape-supply-
robotic-mower-trends-and-insights

9        https://www.mordorintelligence.com/industry-reports/robotic-lawn-mower-market

10      See note 9.

11      See note 9.

12      See note 9.

13      See note 8.

14      See note 8.

15      See note 8.

16      See note 9.

17      https://www.lawnandlandscape.com/news/robin-autopilot-launches-fleet-console/

18      See note 17.

19      See note 17.

20      https://www.husqvarna.com/us/services/fleet-services/

Key Market Challenges

High upfront cost and return on investment skepticism:

Robotic mowers still cost meaningfully more than manual mowers, which slows their adoption despite their benefits in terms of long-term savings21. A high-end model can cost in a range from USD$1,000 to USD$5,000, depending on the brand and features22. Moreover, some models require extra accessories, such as boundary wires, GPS modules, and docking stations, further increasing the cost23. Many analysts list price as a primary barrier to entry for households24.

Safety/regulatory compliance requirements:

Products must meet the American National Standards Institute/Outdoor Power Equipment Institute robotic mower safety standard (national adoption of International Electrotechnical Commission 60335-2-107), adding design/verification overhead25. Compliance has improved trust but remains a critical go-to-market gate26.

Battery life & replacement over time:

Lithium packs gradually lose capacity, shortening runtime and adding future replacement cost27. This lifecycle expense can surprise first-time buyers28.

Theft and security concerns: Robotic mowers are valuable, visible devices, so anti-theft features (PIN/GPS/alarms) are important and commonly requested29. Industry and vendor guidance stresses theft-mitigation steps despite protections30.

Solar Power Systems for RV

Market Size and Key Markets

According to the data by Verified Market Reports (May 2025), the market revenue for solar power systems for Recreational Vehicles (“RV”) is projected to increase from USD 1.2b in 2024 to USD 3.5b by 2033, implying a CAGR of 12.5% over the forecast period31.

By regions, North America is the largest market for RV off-grid solar32. The United States in particular leads due to its huge RV owner population (over 11 million U.S. households own an RV) and the culture of dispersed camping (“boondocking”) on public lands. The market in the US is driven by both retirees embracing the RV lifestyle and younger remote workers (“digital nomads”) outfitting campervans. Tax credits are also boosting the demand, as consumers can apply 30% tax credit for some solar installations33.

____________

21      https://www.marketsandmarkets.com/Market-Reports/robotic-lawn-mowers-market-88178569.html?

22      https://www.yarbo.com/blog/the-disadvantages-of-robotic-lawn-mowers?srsltid=AfmBOoqk_4nBajNnyAsTFOsAgVHbmDkaTz6MOWGjT2tf4FF1NXGYQWvO&

23      See note 22.

24      https://www.marketsandmarkets.com/Market-Reports/robotic-lawn-mowers-market-88178569.html?

25      https://www.landscapemanagement.net/ansi-opei-standards-for-robotic-mowers-published/

26      See note 25.

27      See note 22.

28      See note 22.

29      https://www.husqvarna.com/ie/support/husqvarna-self-service/how-does-the-automower-theft-protection-system-
work-ka-01567/

30      See note 29.

31      https://www.verifiedmarketreports.com/product/solar-power-system-for-rv-market

32      See note 31.

33      https://pmarketresearch.com/chemi/rv-off-grid-solar-systems-market/

Europe is also a significant mature market for RV solar systems, and some of the main countries include Germany, the UK and the Scandinavian countries34. Europe is projected to represent 26.4% of the global RV solar market by revenue in 202635. According to one source, about 40% of new RV owners in Germany install solar panels on their rigs36.

Governments in Europe are offering incentives for renewables. For example, Germany eliminated value added tax (“VAT”) on off-grid solar equipment in 2023, instantly cutting consumer costs by ~20%. Similarly, countries like Norway have zero-VAT and other incentives on renewable gear, making solar more affordable for RV users37.

Key Market Drivers

Australia and New Zealand, while smaller in absolute market size, have very high per-capita usage of off-grid solar in the RV/caravan context. For example, the data suggest that Australia witnessed an annual growth rate of 18%, driven by the appeal of exploring remote outback regions. The Australian government has also supported this trend: grants like the New Energy Vehicle program subsidize adding solar and batteries to recreational vehicles. New Zealand also sees increasing use of RV solar, especially among the many campervan tourists and locals who explore its national parks38.

Some of the main industry participants on the global market include Renogy, Victron Energy, Jackery, Enerdrive, Go Power!, Zamp Solar, Bainbridge Manufacturing, Dometic Group, Solar Energy International, Sierra Solar, Battle Born Batteries, Fronius International, Lippert Components, PlanetSolar, Samlex America, Crown Battery, and Outback Power39.

Main Drivers

Increased leisure spending:

We observe that consumers are allocating more time and resources to leisure and outdoor activities, driven by rising urbanization, rising disposable incomes, and changing demographics. This has increased the addressable market for products that enhance mobility, comfort, and outdoor experiences40.

Outdoor recreation & “vanlife” boom:

We believe that the rising popularity of RVing, vanlife, and off-grid camping is a major market driver and more people are traveling and living in RVs for extended periods, creating demand for reliable off-grid power. The U.S. Industry Association reported a 38% increase in the shipments of RV from 2020 to 2022, which was driving the demand for off-grid power systems. Notably, 45% of new RV buyers are retirees or remote workers, indicating a shift toward users who need long-term power for work and living off-grid. Tax credits are also boosting the demand, as consumers can apply 30% tax credit for some of their solar installations41.

Regulatory policies favoring renewable energy adoption:

Many governments across Europe and North America offer tax rebates and subsidies for solar installations. In addition, stricter regulations for emissions in national parks force EV owners to transition to solar alternatives42.

Key Market Trends

Technological advancements:

Improvements in solar and battery technology are making RV solar more attractive. For example, modern lithium iron phosphate (LiFePO₄) batteries offer 80 – 90% round-trip efficiency and 10+ year lifespans, far outperforming traditional lead-acid batteries. High-efficiency monocrystalline solar panels (often 20 – 23% efficient) can generate

____________

34      See note 33.

35      See note 31.

36      See note 33.

37      See note 33.

38      See note 33.

39      https://www.wiseguyreports.com/reports/rv-off-grid-solar-systems-market

40      See note 3.

41      See note 33.

42      See note 33.

ample power even on RV roof space, with compact setups now able to produce 400 – 600W per hour, which is enough to run appliances like fridges or even an A/C for short periods. At the same time, hardware costs have decreased significantly: solar panel prices have fallen about 70% since 2010, and manufacturers have introduced standardized mounting kits that cut installation labor costs by ~25%43.

Energy independence and electrification:

A broader push toward electrification in the RV industry is also driving higher solar adoption. As more RVs switch from propane to electric appliances and even all-electric drivetrains, power demand rises. Integrated solar and batteries give travelers the freedom to camp anywhere quietly and sustainably, without relying on propane or generators. This trend toward all-electric, sustainable RVing makes off-grid solar systems almost a necessity for extended trips44.

Direct-to-consumer (D2C) market growth:

The rise of seamless B2B and B2C e-commerce channels is transforming how products are marketed and distributed. Strong digital platforms, social engagement, and direct-to-consumer business models are emerging as key competitive advantages45. We believe that the market has also benefited from the rise of direct to consumer sales and online communities. Specialized solar kit companies (e.g. Renogy, Jackery, etc.) market directly to RV and van enthusiasts via e-commerce, YouTube, and social media. This has made it easier for consumers to learn about and purchase “plug-and-play” solar kits, bypassing traditional RV dealers. The result is greater awareness and adoption, especially among younger, tech-savvy RVers who are comfortable installing upgrades themselves.

Integrated “solar power kits” and plug-and-play systems:

There is a trend toward bundled RV solar power kits that include panels, controllers, inverters, and batteries as an integrated solution. Consumers increasingly favor turnkey kits that are easy to install and require minimal technical expertise46. Additionally, AI-powered energy management is emerging in high-end systems: smart charge controllers and battery monitors that automatically optimize power usage and charging47.

Key Market Challenges

Market consolidation:

We believe that the industry remains fragmented, but larger players with strong brands are gaining market share through acquisitions and integration. Consolidation is driving efficiencies of scale, broader geographic reach, and improved customer loyalty, while also creating competitive barriers for smaller entrants48.

Sustainability as a core requirement:

Regulatory frameworks, customer awareness, and electrification trends have made sustainability a central driver of both product design and corporate strategy. Durable, low-carbon, and energy-efficient solutions are increasingly considered baseline requirements rather than differentiators49.

Seasonality of solar generation:

This seasonality can limit year-round adoption in cold climates or require very large solar arrays and battery banks to compensate. Many RV travelers mitigate this by seasonal migration (following the sun) or by using modular systems — e.g. adding extra portable panels in winter or when parked for long periods50.

____________

43      See note 33.

44      See note 33.

45      https://www.dometicgroup.com/globalassets/4-dometicgroup/investors/annual-report/2024/dometic_asr_2024_eng.pdf?ref=8208EFF2AF

46      See note 31.

47      See note 39.

48      See note 45.

49      See note 45.

50      See note 33.

Supply chain and component availability:

For example, critical components such as lithium batteries and microchips for controllers saw supply shortages in recent years due to global demand (e.g. EV battery demand driving up lithium prices). Tariffs and trade policies also play a role — for instance, high import duties on Chinese solar panels in some countries can raise costs locally51.

Lawn Mower Blade market

The global lawn mower blade market was estimated at USD 1.2B in 2024, and is expected to reach USD 1.8B by 2033, growing at a CAGR of 5.0% over the forecast period52.

We believe that the main driver is the rising demand for efficient, durable, and high-performance lawn care equipment. This trend is supported by the rise of do-it-yourself lawn care among homeowners, which has become a significant factor driving market growth. According to the U.S. Department of Agriculture, approximately 80% of American households engage in some form of lawn care, either residential or recreational, creating a broad and stable base of demand for lawn mowers and associated replacement parts such as blades53.

The market is characterized by the presence of established industry participants, including MaxPower, Greenworks, Oregon Products, 8TEN Parts, Toro, MTD, HondaLawnParts, USA Mower Blades, Troy-Bilt, CRAFTSMAN, Cub Cadet, Spartan Mower, MEG-MO, and EGO Power54.

On-Board Charger Market

The global on-board charger market was valued at USD 4.2 billion in 2023 and is projected to reach USD 12.4 billion by 2030, expanding at a CAGR of 16.8% over the forecast period55.

____________

51      See note 33.

52      https://www.verifiedmarketreports.com/product/lawn-mower-blade-market/

53      See note 52.

54      See note 52.

55      The Business Research Company, “On Board Charger Market Size, Competitors & Forecast to 2030”

We believe that growth is driven by the rising adoption of electric vehicles (“EVs”) worldwide, supported by government incentives, stricter emission regulations, and increasing consumer preference for sustainable mobility solutions. Advances in fast-charging infrastructure and the shift toward higher-capacity batteries are also contributing to demand. The market is characterized by the presence of leading manufacturers such as Delta Electronics, LG Innotek, BYD, Eaton, Brusa Elektronik, Ficosa, Innolectric, Bel Fuse, STMicroelectronics, and Toyota Industries56.

Solar Power EPC and Project Development

The global solar EPC (engineering, procurement, and construction) market has expanded rapidly over the past decade as solar PV has become one of the lowest-cost forms of new electricity generation. Recent industry research estimates the solar EPC market at roughly USD 250 – 335 billion in 202557, with expectations that it could more than double by 2034 – 203558, implying a mid- to high-single-digit or low-double-digit compound annual growth rate over the next decade. Growth is driven by declining module and balance-of-system costs59, supportive policy frameworks, corporate decarbonization targets60, and the increasing competitiveness of solar versus fossil-fuel generation61. The market is highly fragmented and regionally driven: even the 30 largest EPC providers together account for only about one-fifth of global non-residential PV installations62.

United States

The United States is one of the largest and fastest-growing solar markets. The country added around 40 – 50 GW of new solar capacity in 2024 alone63, and solar accounted for roughly 60 – 80% of all new electricity-generation capacity added that year64. Utility-scale projects remain the biggest segment, but commercial and community-solar deployments are also significant65. EPC and project-development work is carried out by a mix of national players and regional contractors that design, engineer, and build systems under long-term power purchase agreements (“PPAs”) or behind-the-meter structures. The Inflation Reduction Act previously provided strong tax-credit support for solar and storage66, and although recent policy changes have introduced uncertainty and slowed growth projections67, medium-term forecasts still anticipate continued expansion, with total U.S. solar capacity expected to keep rising through 203568. In this environment, competitive differentiation for EPC firms typically centers on their ability to secure grid interconnections, manage permitting, control project costs, and structure bankable PPAs69.

Caribbean, Central and South America

Latin America and the Caribbean are emerging as major growth regions for solar EPC, underpinned by excellent solar resources, relatively high electricity prices in many markets, and strong government decarbonization targets70. The region is forecast to add well over 150 GW of new renewable capacity between 2023 and 202871, with a large share from solar PV. Countries such as Brazil, Chile, Mexico, and Peru are leading with utility-scale solar farms and hybrid solar-plus-storage projects72, while smaller markets are opening up for commercial and industrial PPAs73.

____________

56      See note 55.

57      Research Nester, Solar EPC Market Size, Share, Trends & Growth Report 2035, https://www.researchnester.com/reports/solar-epc-market/5177

58      Transparency Market Research, Solar EPC Market – Global Industry Analysis, Size, Share, Growth, Trends, and Forecast 2035, https://www.transparencymarketresearch.com/solar-epc-market.html.

59      See note 58.

60      International Energy Agency (IEA), World Energy Outlook, https://www.iea.org.

61      BloombergNEF (BNEF), Solar PV Market Outlook and Global Deployment Forecasts, https://about.bnef.com

62      See note 57.

63      U.S. Energy Information Administration (EIA), Electricity Data – Solar Capacity Additions, https://www.eia.gov/electricity/.

64      SEIA and Wood Mackenzie, U.S. Solar Market Insight Reports, https://www.seia.org/us-solar-market-insight.

65     See note 64.

66      See note 64.

67      Solar Power World, U.S. Solar Installation Trends and Market Forecasts.

68      See note 61.

69      See note 67.

70      IRENA, Renewable Energy Market Analysis: Latin America, https://www.irena.org.

71      See note 70.

72      IRENA, Renewables in Latin America and the Caribbean: Status and Prospects.

73      See note 72.

In the Caribbean, electricity prices are among the highest in the world because most islands rely on imported diesel or heavy fuel oil for power generation74. Solar PV combined with battery storage is increasingly adopted to displace diesel generation in hotels, resorts, public facilities, and island grids75. Policy studies show that during 2014 – 2018, Caribbean small-island states installed around 300 MW of new solar capacity76, with continued growth expected as countries pursue net-zero targets and look to reduce fuel-import costs77. For EPC and project developers, this region offers opportunities in grid-connected utility projects, commercial rooftops, resort and tourism applications, and remote microgrids78, but projects must navigate small-market scale, grid constraints, and hurricane-resilience requirements79.

New Zealand and Oceania

In New Zealand, solar currently contributes only a small share of total electricity generation, but capacity is growing from a low base. Estimates suggest installed solar PV capacity of several hundred megawatts in 2024 – 202580, with pipelines that could more than double capacity by 203081, driven by commercial and industrial rooftops and emerging utility-scale projects. New Zealand already has a very high share of renewables in its power mix82, so solar is typically deployed where it can provide on-site consumption benefits, diversify generation, or supply new industrial loads83.

Across the wider Oceania region, Australia has become one of the world’s leading solar markets84, with strong growth in both rooftop and utility-scale systems85. Pacific island nations increasingly use solar PV and storage to reduce diesel dependence86, supported by multilateral financing and technical-assistance initiatives87. For EPC firms, this region favors developers able to manage distributed portfolios, design resilient systems, and integrate storage for grid stability88.

Thailand

Thailand is one of Southeast Asia’s more advanced solar markets and has explicit long-term targets for expanding solar capacity as part of its power-development plans89. Utility-scale plants, agricultural projects, and commercial rooftops have contributed to installed solar capacity of several gigawatts, and policy roadmaps envision total solar capacity increasing steadily toward 203790.

The country’s high solar irradiance, evolving feed-in and PPA frameworks91, and growing industrial base92 make it an attractive market for EPC developers, particularly in commercial-industrial rooftop systems and hybrid solar-plus-storage projects. Key challenges include regulatory complexity, tariff changes, and grid-connection constraints93.

____________

74      World Bank / CARICOM, Caribbean Energy Statistics and Solar Integration Reports.

75      See note 74.

76      See note 74.

77      See note 74.

78      International Energy Agency (IEA), Renewable Energy in Latin America: Market Outlook.

79      See note 74.

80      New Zealand MBIE, Energy in New Zealand (annual report), https://www.mbie.govt.nz.

81      Transpower New Zealand, Te Mauri Hiko and Renewable Integration Studies, https://www.transpower.co.nz.

82      New Zealand MBIE, Energy in New Zealand (annual report), https://www.mbie.govt.nz.

83      Transpower New Zealand, Te Mauri Hiko and Renewable Integration Studies, https://www.transpower.co.nz.

84      Australian Energy Market Operator (AEMO), Integrated System Plan / Solar Growth Reports, https://www.aemo.com.au.

85      See note 84.

86      IRENA, Pacific Islands Renewable Energy Statistics and Country Profiles.

87      See note 86.

88      See note 86.

89      Thailand Ministry of Energy, Thailand Power Development Plan (various editions).

90      See note 89.

91      See note 89.

92      Asia Pacific Energy Research Centre (APERC), Thailand Energy Overview.

93      See note 92.

BUSINESS

Overview

We are a clean-technology company engaged in the design, development, manufacturing, and commercialization of autonomous, solar-powered robotic mowers and related solar energy solutions. Our products are designed to address the environmental, regulatory, and cost limitations of existing petrol-powered and grid-dependent electric lawn mowing equipment. We believe petrol-powered mowers represent a significant source of emissions while electric robotic mowers are designed to reduce direct emissions, they remain dependent on grid electricity and fixed charging stations. These products are limited in their physical range of operations in relation to their docking stations and appear to contribute indirectly to carbon emissions in markets where grid electricity relies on fossil fuels.

We believe our proprietary DSA is poised to become a disruptive technology designed to enable our SunScout Products to operate independently of the electrical grid, delivering true range autonomy and zero-emission lawnmowing. Our integrated DSA solar panels automatically deploy in our SunScout Products’ “stationary mode” to recharge the onboard batteries on our SunScout Products and retract during operation to maintain maneuverability. We believe this technology eliminates the need for fixed charging stations, reduces operating costs by avoiding rising electricity costs, and enables deployment of our SunScout Products in markets with limited or unreliable grid infrastructure.

Deployable Solar Array: designed to triple the surface area for maximized solar energy yield

Our mission is to eliminate reliance on fossil fuels in outdoor maintenance and mobile machinery, beginning with lawn care and expanding into adjacent applications. Our technology platform is designed to be adaptable and platform-agnostic, with potential applications beyond robotic lawnmowing, including in agriculture, robotics, and electric vehicles such as onboard solar charging systems for electric vehicles, autonomous patrol robots, and other mobile equipment.

Our business currently comprises three lines of products and solutions:

•        SunScout Products.    This line of products represents our principal growth driver as of the date of this prospectus and consists of our solar-powered robotic mowers (“SunScout Eco”, “SunScout Pro”, and “SunScout ProMax”) which are market-ready (the “Autonomous Mowing Solutions” or “Autonomous Mowing Products”). Our complementary products and prototype systems, include the (i) SunScout Solar Shelter, (ii) “Excel Mulcher Blade” and (iii) the SunScout Go-Easy Campervan and Go-Easy EV Utility Van, which remain in the development or proof of concept phase as of the date of this prospectus (the “Complementary Products”, together with the Autonomous Mowing Solutions are our “SunScout Products”). We expect to commercialize our SunScout Products on a global scale through our direct to consumer e-commerce channels and distribution agreements with partners in what we believe to be key markets. As of the date of this prospectus, we believe progress remains strong, with our first commercial arrangements in place including with WWS (one of Europe’s leading online retailers for robotic lawnmowers) in the European Union pursuant to which the parties have agreed to enter into a formal distribution agreement reflecting the terms and conditions of such cooperation agreement, MowBot, (New Zealand’s leading online retailer of robotic lawnmowers), in Australia and New Zealand. Simultaneously with our distribution channels, we follow a digital-sales strategy which prioritizes a direct connection with customers through our direct e-commerce channels. Our website generates direct to consumer sales online for our Autonomous Mowing Solutions and is expected to be supplemented by relationships with select third-party e-commerce marketplaces. We are also in discussions, supported by a third-party consultant, with Walmart Inc. regarding potential distribution in the United States; and with Motorland in Europe

through WWS. In addition, we have engaged 2B Connected, a specialist sales agency, to conduct outbound sales lead generation for SunScout ProMax in New Zealand. However, as of the date of this prospectus, the campaign is paused pending delivery of demonstration units, after which we intend to further develop our sales activities in New Zealand and expand efforts to Australia. As of the date of this prospectus, we believe our global positioning is further supported by our assembly operations through SunScout Asia in Thailand, alongside plans for a new assembly operations plant for our Pro and ProMax products in Texas to serve the U.S. market.

•        Solar Power Development Solutions.    This line of services represents our solar energy business segment that develops and installs solar power systems for commercial, industrial, and institutional customers, and provides engineering, procurement, and construction (“EPC”) services. We believe this business supports our overall strategy of promoting clean, decentralized energy generation while providing stable revenue and cash flow. Operations are conducted primarily through SunScout USA, in the United States and SunScout NZ, in New Zealand (“Solar Power Development Solutions”). As of the date of this prospectus, we plan to expand our U.S. operations nationwide while also servicing neighboring regions, including the Caribbean, Puerto Rico, and South America. In Asia, we believe SunScout has the potential to gain access to large utility-scale solar projects that can drive significant growth. Meanwhile, in New Zealand, we believe the solar market is beginning to expand, particularly in the commercial sector, which is the current focus of SunScout New Zealand.

•        Engineering Products and Services.    This line of business represents our precision fabrication, mechanical engineering, and project-management segment that services commercial, industrial, and governmental clients in addition to on-site installation, maintenance, and repair services (“Engineering Products and Services”). Our Engineering Products and Services are operated through SunScout NZ, doing business as “Brunton Engineering”. The Brunton Engineering business traces its origins back to 1998 and has operated for nearly 30 years through a succession of different legal entities. It generates revenue from custom manufacturing, metal fabrication, prototyping, and engineering services. The operating business later known as Brunton Engineering Limited was incorporated in 2006 and continued the engineering operations in Palmerston North. Pursuant to an asset purchase agreement dated April 3, 2023, and upon completion of transaction on May 27, 2024, we, through SunScout New Zealand, acquired substantially all of the assets and business of Brunton Engineering Limited, including its plant and equipment, vehicles, engineering machinery, tools, inventory, and other tangible assets, as well as the benefit of its customer relationships, goodwill and ongoing operations.

In the financial year ended June 30, 2025, our SunScout Products (revenue classified under SunScout Products for the financial years ended June 30, 2024 and June 30, 2025 did not arise from the sale of any physical SunScout products and such revenue reflects amounts received in connection with manufacturing and commercialization arrangements relating to SunScout Asia and the SunScout Eco products), Solar Power Development Solutions, and Engineering Products and Services contributed to 27.95%, 40.94% and 31.11% of our revenue respectively. In the financial year ended June 30, 2024, our SunScout Products, Solar Power Development Solutions, and Engineering Products and Services contributed to 18.50%, 74.55% and 6.95% of our revenue respectively. In the six months ended December 31, 2025, our SunScout Products, Solar Power Development Solutions, and Engineering Products and Services contributed to 9.35%, 68.32% and 22.34% of our revenue respectively and in the six months ended December 31, 2024, our SunScout Products, Solar Power Development Solutions, and Engineering Products and Services contributed to 8.55%, 51.24% and 40.21% of our revenue respectively. While our Solar Power Development Solutions and Engineering Products and Services lines of business currently account for the majority of our revenues as of the date of this prospectus, we believe the SunScout Products segment represents an opportunity for long-term growth with international scale. We distribute to a broad range of customers across the United States, Australia, New Zealand and Asia. We believe this geographic coverage enables us to access diverse markets and capture growth opportunities across multiple regions. In this case, we believe our products are well positioned to benefit from what we believe are global trends toward automation, sustainability, and cost efficiency. At this time, we believe certain regulatory measures can accelerate the phase-out of fossil-fuel lawn equipment, electricity prices are rising globally, and customers are increasingly demanding environmentally friendly and cost-effective alternatives. Our robotic mowers and related technologies are designed to meet these needs by providing a clean, independent, and scalable solution for residential, commercial, and institutional customers alike. In view of these trends currently, our business strategy is to leverage a capital-light and scalable model, with revenues expected from product sales, licensing of our proprietary technologies, recurring leasing and servicing arrangements, and solar EPC contracts.

Our Products and Services

Our business currently comprises three lines of products and solutions: SunScout Products, Solar Power Development Solutions, and Engineering Products and Services.

SunScout Products

Our SunScout Products represent what we believe to be our principal growth driver that encompasses our solar-powered robotic mowers and Complementary Products. These products are designed to provide a fully self-sustaining alternative to conventional lawn-care and mobile-energy systems through integration of our proprietary DSA technology. While our robotic mowers are market-ready and in commercial rollout, our Complementary Products remain in various stages of development.

Solar Autonomy

Our proprietary DSA technology allows our SunScout Products to operate entirely on solar power, eliminating reliance on external charging infrastructure and grid electricity. We believe that few, if any, competing products in the market can operate independently of an external power supply and this capability allows our mowers to be deployed in areas without access to electrical outlets or charging stations, such as golf courses, parks and large green spaces, where autonomous and continuous operation is particularly advantageous. Thus, we believe our DSA technology is central to the operation and market positioning of our SunScout Products because it enables our robotic mowers to operate independently of the electrical grid by deploying integrated solar panels for autonomous charging. While the commercial success of our SunScout Products depends on the efficiency, durability, and reliability of this technology under varied environmental and operating conditions, we believe the self-sufficiency of DSA ultimately provides a structural cost advantage and enhances the usability and scalability of our products compared to grid-dependent alternatives.

Excel Mulcher Blade

Excel Mulcher Blade — view from the top

The Excel Mulcher Blade is a patented grass-cutting system developed by us and designed to improve energy efficiency and grass health. Its aerodynamic geometry allows grass clippings to be re-cut approximately up to twenty times on average that produces fine mulch which decomposes naturally. Our unique Excel Mulcher Blade combines these state of-the-art aerodynamics with cutting edge design to deliver a system that is designed not to leave any residue on the grass after mowing. Mulching blades feature more curves and an increased cutting edge. The curved surface and increased cutting edge allows the blade to cut the grass and lift it into the deck where it is cut several more times before falling back onto the lawn in much smaller pieces. With our mulching blade, the grass gets lifted by the uplift, generated by the curved cutting blade tip. The tip of the blade is also curved inwards which directs the grass clippings up and inwards into the main deck area.

This process reduces the energy load on the mower, eliminates the need for collection, and returns nutrients to the soil. The Excel Mulcher Blade is currently incorporated into our SunScout Pro and SunScout ProMax models. As of the date of this prospectus, we expect to integrate this blade into future iterations of the SunScout Eco as part of the next model upgrade. In addition to removing all clippings, the Excel Mulcher Blade is designed to reduce the power required for mowing.

Since September 23, 2024, the Excel Mulcher Blade has been licensed by us to Ballard Inc., a United States-based distributor of mowing parts and accessories, under a commercial licensing arrangement that provides for royalty-based revenue to the Company. The technology is adaptable to multiple mower configurations, including both ride-on and robotic platforms, and is also incorporated in our Autonomous Mowing Products.

Robotic Mowers

We currently offer three solar-powered robotic mower models: the SunScout Eco, SunScout Pro, and SunScout ProMax, each designed to serve a distinct customer segment, ranging from residential to large-scale commercial applications.

SunScout Eco

The SunScout Eco is our compact residential and small-commercial robotic mower, designed as a fully autonomous, solar-powered alternative to both petrol-powered and grid-charged electric mowers. It embodies our proprietary DSA technology in a small form factor and serves as the entry level product in the SunScout line for smaller lawns and residential customers.

Design and Operation

The SunScout Eco integrates high-efficiency photovoltaic panels directly into its top housing which converts sunlight directly into electricity. These panels provide all the electrical energy required for propulsion, cutting, and control electronics, allowing the unit to operate entirely without connection to external power or charging cables. The mower’s on-board solar array continuously recharges the internal energy storage during operation or idle periods, eliminating the need for external charging and supporting continuous daily mowing cycles based on available sunlight.

The mower navigates autonomously using a suite of sensors and dual cameras supported by AI-based vision algorithms. The native system identifies grass boundaries, obstacles, and terrain features in real time, mapping the work area and optimizing mowing paths. For larger or more complex properties, the mower can be equipped with RTK satellite navigation, providing centimeter-level positional accuracy and to achieve consistent coverage even on uneven terrain.

SunScout Eco: AI-based visual navigation with dual-camera recognition

Unlike conventional robotic mowers, the SunScout Eco does not require perimeter wires or fixed charging stations. Its setup involves a simple drop-and-go installation, after which the mower learns the lawn’s geometry autonomously and thereafter maintains a lawn with limited to no physical intervention. The mower provides a quiet solution for a typically loud operation as it performs at low acoustic levels at 54dB, typically below residential noise-restriction thresholds. It also preserves peace of mind in residential environments because it automatically pauses when an object or person enters its path, enhancing safety for households.

Intelligent Control and Anti-Theft

The SunScout Eco can be operated and monitored remotely through our SunScout mobile application. The interface allows users to schedule mowing sessions, define mowing zones, and review operational data such as coverage area, energy consumption, and maintenance status. Software updates and diagnostic functions are delivered over-the-air to maintain optimal performance. The application also includes anti-theft alarms, notifications and real-time GPS tracking features. If unauthorized movement is detected, an alarm is triggered and the mower’s location can be viewed in real time via the mobile application.

SunScout Eco: SunScout Mobile Application

Technical Characteristics

Key performance and construction characteristics include:

•        Power Source: 100 percent solar; no external charging required.

•        Cutting Width: approximately 10 inches with adjustable cutting height.

•        Operational Area: up to 12,900 ft² under average solar conditions.

•        Noise Level: below 60 dB.

•        Navigation: AI-vision guidance and optional RTK positioning.

•        Chassis: lightweight polymer composite with integrated solar housing for durability and weather resistance.

•        Safety Systems: automatic stop on lift or tilt, obstacle detection, and perimeter-override sensors.

We believe the combination of solar autonomy, quiet performance, precision navigation, and safety systems allows the mower to operate with minimal supervision, reducing both time and energy costs for end users.

Development History

Development of the SunScout Eco commenced in 2020 as part of our broader solar-robotics program. The product evolved from an existing robotic-mower architecture that was adapted to integrate solar-charging capabilities and eliminate external power dependence. Between 2022 and 2024, the SunScout Eco underwent tooling, field testing, and safety validation in New Zealand. The product achieved market readiness in 2025 following pilot deployments and performance verification across multiple test environments.

SunScout Pro

The SunScout Pro is a solar-powered robotic mower designed for larger residential properties and light-commercial applications such as large residential, commercial and public spaces that replicates a traditional ride-on lawn-mower model. It extends the capabilities of the SunScout Eco through increased power output, advanced navigation systems, and a more robust mechanical design suitable for continuous outdoor operation. The SunScout Pro integrates our DSA technology to achieve full off-grid functionality and zero-emission performance. During charging, two solar panels slide out of the main panel to provide for extra solar power capacity for faster recharges. In fact, the SunScout Pro acts as a solar tracker by turning with the sun which increases the solar power efficiency by up to approximately 35%.

Applications and Target Market

The SunScout Pro is intended for customers maintaining larger lawn areas that exceed the capacity of entry-level robotic mowers such as the SunScout Eco, but do not require industrial-scale equipment such as the SunScout Pro Max. Typical applications include lifestyle properties, small golf facilities, business parks, schools, and community spaces. We believe the SunScout Pro offers reduced labor requirements and operational savings for commercial landscapers and property-management companies transitioning from ride-on petrol mowers to automated systems.

Design, Functionality and Durability

The SunScout Pro combines integrated solar charging with a higher-capacity battery system, allowing sustained operation over extended mowing cycles. The model is equipped with four-wheel drive and “crab-steering” capability, enabling zero-turn maneuvers and precise navigation on sloped or irregular terrain.

SunScout Pro: Four-wheel drive system with “crab-steering” capability

The SunScout Pro’s autonomous operation is supported by an artificial-intelligence-based control unit that processes visual input from onboard cameras and sensors to map the mowing area and detect static and moving obstacles such as garden beds, trees, passersby, and pathways. For enhanced accuracy, the SunScout Pro incorporates real time kinematics global positioning system guidance, providing centimeter-level positioning and consistent coverage across large surfaces. This navigation system enables the mower to accurately calculate its position in real-time, to assist in safe and reliable operation.

The SunScout Pro’s chassis and cutting deck are constructed from aluminum for durability and corrosion resistance. The integrated Excel Mulcher Blade cuts and re-cuts grass clippings into fine particles, which is designed to return nutrients to the soil and remove the need for collection or disposal of clippings. We believe this process minimizes residue on the lawn and contributes to improved grass quality while reducing overall energy demand during operation.

The SunScout Pro’s also features three cutting decks that extend slightly beyond the wheelbase. Each deck is fitted with a folding mechanism that automatically retracts when contact with an obstacle is detected, allowing the mower to cut closer to walls, posts, and lawn borders while minimizing the risk of mechanical damage. The SunScout Pro operates at low acoustic levels and is designed for continuous day-to-day commercial use with minimal maintenance.

Intelligent Control and Connectivity

Similar to the SunScout Eco, the SunScout Pro can be operated and monitored remotely through our SunScout mobile application. The interface allows users to schedule mowing sessions, define mowing zones, and review operational data such as coverage area, energy consumption, and maintenance status. Software updates and diagnostic functions are delivered over-the-air to maintain optimal performance. The application also includes anti-theft and GPS tracking features. If unauthorized movement is detected, an alarm is triggered and the mower’s location can be viewed in real time.

Safety Features and Multi-Level Anti-Theft

In addition to the AI-driven obstacle avoidance technology, the SunScout Pro is also equipped with conventional safety features including lift- and tilt sensors and collision sensorics.

The SunScout Pro is designed to meet the stringent safety requirements of AS/NZS 60335.2.107 2013.A1 IEC 60335-2-107 2017 and ANSI/OPEI 60335-2-107 2020

The SunScout Pro also features multi-level anti-theft and tracking such as utilizing a pre-set pin code to protect the onboard control unit from unauthorized operation and tempering. In certain cases, repetitive entering of the wrong pin code will send alerts to the end-user’s mobile application. Similarly, the operator can set a pre-determined virtual boundary. In the event that the robot is taken outside the virtual boundary, a zone alarm is triggered which activates the onboard alarm siren, and will also send an alert to the end-user’s mobile application. If necessary, the end-user may activate the onboard siren via the mobile application at any time. If the SunScout Pro is ever taken outside the pre-determined virtual boundary it enters into “locked mode” outside the pre-set zone whereby the SunScout Pro becomes disabled and cannot be switched on and operated without a pre-set pin code and the end-user’s authorization. Due to the SunScout Pro’s onboard GPS, the end-user may constantly monitor the exact location of the SunScout Pro via the mobile application should it ever be taken out of the pre-set zone.

Technical Characteristics

Key operating specifications include:

•        Energy source: integrated solar panels with supplemental on-board battery storage;

•        Drive system: four-wheel drive with crab-steering configuration;

•        Navigation: dual-camera AI vision and RTK-GPS positioning;

•        Cutting width: approximately 15.7 inch with adjustable height settings;

•        Operational area: up to approximately 107,000 ft² (approximately 2.5 acres) per cycle under average solar conditions;

•        Noise level: below 65 decibels during operation; and

•        Chassis: 100 percent aluminum housing and deck for durability and weather protection.

Development History

Development of the SunScout Pro began following completion of the SunScout Eco prototype to focus on scaling the solar and navigation systems for commercial use. Between 2021 and 2024, the SunScout Pro underwent multiple design iterations covering drivetrain optimization, steering geometry, and structural reinforcement. Field validation was conducted in New Zealand across varying climate and terrain conditions. By early 2025, the SunScout Pro completed endurance and performance testing and was approved for pilot commercialization.

SunScout ProMax

The SunScout ProMax is our large-scale, solar-powered robotic mower designed for commercial and institutional applications such as golf courses, and corporate campuses. It incorporates our DSA technology and builds on the SunScout Pro platform with greater solar-capture capacity, enhanced power output, and commercial-grade durability suitable for a more continuous outdoor operation.

Applications and Target Market

The SunScout ProMax is targets institutional, municipal, and corporate clients responsible for large outdoor areas requiring regular maintenance. Typical end users include local governments maintaining parks and recreation areas, educational institutions and sports facilities, corporate campuses and industrial estates, and landscaping contractors serving larger commercial customers.

The product provides a fully autonomous and zero-emission alternative to large petrol or diesel ride-on mowers, reducing energy consumption, operational noise, time and labor costs associated with manual mowing.

As the top-of-the-line model in our Autonomous Mowing Products line, the SunScout ProMax is purposefully engineered for continuous outdoor operation and long-term reliability. The unit’s housing and core components are constructed from aluminum and other corrosion-resistant materials designed to withstand exposure to ultraviolet radiation, rain, and variable temperature conditions. The mower’s displays, switches, and electronic assemblies are protected by sealed covers that reduce moisture ingress and maintenance frequency.

The mechanical systems of the SunScout ProMax are built to operate under continuous load and to accommodate diverse environmental conditions, including wet grass, uneven surfaces, and high-use commercial settings. The chassis and frame are designed to absorb operational stresses and prevent deformation during extended use.

Based on our component testing and material performance analysis, the SunScout ProMax is designed for an estimated operational life of approximately 15 years under normal maintenance schedules. The mower is equipped with environmental sensors and data-logging functionality that record performance metrics, allowing for predictive maintenance and fleet management by the end-user through the SunScout software platform, with such fleet management functionality also available across our SunScout Eco and SunScout Pro models.

Design and Functionality

The SunScout ProMax is engineered for high-productivity mowing of expansive green areas such as sports fields, public parks, and commercial lots. The model combines an expanded DSA solar array with a reinforced battery system that enables extended operating hours and continuous autonomous coverage of areas up to approximately twenty-four acres under normal solar conditions.

The mower features a four-wheel-drive system with articulated steering for zero-turn maneuverability and slope handling. Its autonomous navigation system integrates artificial-intelligence-based visual recognition with real-time kinematic global navigation satellite system (“RTK-GNSS”) positioning for centimeter-level accuracy. This technology enables the unit to map and maintain large, open areas efficiently without human supervision.

The mower chassis and cutting deck are constructed from corrosion-resistant aluminum that facilitates a long service life and minimal maintenance. The cutting system uses the same aerodynamic mulching blade configuration as the SunScout Pro, designed to finely re-cut grass clippings and return nutrients to the soil.

Fleet and Data Management

The SunScout ProMax incorporates cloud-based fleet-management capability that allows multiple SunScout ProMax units to be operated in coordination. Through the SunScout application interface, operators can: assign mowing zones and schedules across several SunScout ProMax units; monitor operational metrics such as coverage, battery performance, and location in real time; and receive alerts or maintenance notifications through remote diagnostics. This functionality enables deployment of multiple machines for large-area maintenance while minimizing human labor requirements, so staff is free to perform other critical tasks and streamline facilities management.

Smart Technologies Integrated into our Autonomous Mowing Products:

Our Autonomous Mowing Products are built on a common automation and navigation platform that combines advanced perception, sensor fusion, and simulation technologies. This platform underpins the autonomous operation of the SunScout Eco, SunScout Pro and SunScout ProMax models.

•        AI-based visual mapping and path planning.    Our Autonomous Mowing Products are designed to use deep-learning-based visual mapping and intelligent path-planning algorithms to interpret their surroundings, identify obstacles and terrain features, and generate optimized mowing routes. This visual mapping and path planning system continuously adapts to changing outdoor conditions to support efficient and precise mowing.

•        Multimodal sensor fusion.    Our Autonomous Mowing Products combine data from inertial measurement units, RTK satellite positioning, and vision sensors to create a unified spatial model of each mower’s environment. This sensor is designed to improve positioning stability, obstacle detection and avoidance, and trajectory control.

•        “Digital Twin” simulation and virtual driving.    We employ a Digital Twin simulation that virtually replicates each mower and its operating environment to test navigation algorithms under varying weather, light, and terrain conditions. Virtual driving simulations are used to evaluate navigation behavior for our Autonomous Mowing Products in a risk-free environment, ultimately refining navigation algorithms before deployment of our mowers.

•        Data assimilation and continuous learning.    Operational data is processed entirely on the mower’s onboard neuro-enabled processor, allowing the system to validate assumptions, update internal models, and refine navigation behavior in real time. All learning and adaptation occur locally on the device, with no transfer of customer data to external servers or cloud-based systems. This localized, closed-loop learning process supports ongoing improvements in navigation accuracy and adaptability while keeping all operational data contained within the robot and avoiding any external data-security risks.

•        Next-generation neuro-inspired navigation (in the pipeline).    As of the date of this prospectus, we are developing a neuro-inspired navigation framework, including the “NeuroBayesSLAM” algorithm, which is intended to integrate multimodal sensory information using Bayesian cognitive science. This framework is designed to enable future models of our Autonomous Mowing Products to navigate and operate autonomously without reliance on GPS or RTK signals, including in complex or GPS-restricted environments. As of the date of this prospectus, this technology remains under development and is not yet deployed in our commercial products.

Technical Characteristics

Principal technical specifications of the SunScout ProMax include:

•        Energy source: integrated solar array with on-board lithium-ion battery storage;

•        Drive system: four-wheel drive with articulated steering and slope-handling capability;

•        Navigation: AI-based visual recognition combined with RTK-GNSS satellite positioning;

•        Cutting width: approximately 600 mm with adjustable cutting height;

•        Operational area: up to approximately 10 hectares under average solar conditions;

•        Noise emission: below 70 decibels during standard operation; and

•        Construction: 100 percent aluminum chassis and mowing deck.

Development and Testing

The SunScout ProMax was developed concurrently with the SunScout Pro as part of our commercial-scale product initiative. The design phase focused on scaling solar-panel surface area, increasing traction power, and integrating multi-unit control systems. Between 2022 and 2025, prototypes underwent endurance and field testing in New Zealand to assess reliability and navigation accuracy under variable weather and terrain conditions. Pilot commercialization began in 2025, with manufacturing preparation integrated into our Thailand assembly operations.

Spin-Off Products

In addition to our range of autonomous robotic mowers, SunScout developed our Complementary Products that extend the platform into related solar-energy applications. These include the (i) SunScout Solar Shelter and (ii) Excel Mulcher Blade. Both products are designed to enhance the performance and versatility of our mowers and provide off-grid charging capability and advanced mulching efficiency. Like our robotic mowers these spin-off products are fully developed, market ready, and may offer an opportunity for licensing to third-parties.

SunScout Solar Shelter

We developed the SunScout Solar Shelter by adapting our onboard solar power system into a stand-alone configuration. This stand-alone solar solution is designed specifically for configurational use with conventional robotic mowers that rely on docking stations for charging with zero running costs.

The SunScout Solar Shelter is a fully off-grid solar charging system that enables installation of charging bases in locations where access to grid electricity is limited or unavailable. In this case, the solar charging system provides alternating current power directly to the charging station for which a robotic mower can be plugged into. features a photovoltaic roof panel rated at approximately 75 watts, an integrated charge controller, inverter, and lithium-iron-phosphate battery storage, along with a modular frame adjustable for height and solar-panel pitch to optimize exposure.

The structure is engineered for rapid installation using ground anchors or screw mounts and is compatible with what we believe to be a wide range of mower brands. The Solar Shelter eliminates the need for external power supply and can be deployed in both residential and commercial settings. It serves as a versatile solar accessory for any third-party robotic mowers. The product is market ready and represents an excellent big-box retailer opportunity with significant market potential, as it provides a solar-powered charging solution for most any robotic mower.

Excel Mulcher Blade

Our mulching blade has a leading foil that is dedicated to directing the clippings onto the leading edge of the re-cutting blade and holds the clippings and compresses them onto the leading edge of the re-cutting blade. With its performance advantages and patented design, we believe our Excel Mulcher Blade has strong potential for global adoption across the lawnmower industry making it a potential licensing opportunity for us.

The leading foil is designed to facilitate a controlled recutting process for the grass clippings without allowing the grass clippings to escape the re-cutting process. The hasty mowing-to-re-cutting process time provides for efficient and effective mulching. In this case the top foil does no cutting and instead creates an even downforce across the upper region of the mowing deck and securely directs any floating clippings to beneath the leading foil.

This increases the effectiveness and efficiency of the mulching process. The double chamber design of the mowing deck provides for uplift at the cutting blade tip, where the actual mowing occurs, while at the same time the inner chamber has downforce to deliberately directing and holding the clippings onto the leading edge of the re-cutting blade.

The double chamber enables the fast mowing-to-re-cutting process, which we believe is approximately one thousand times faster than using prior knowledge technology.

Products under development

In addition to our Autonomous Mowing Products, we are developing new products that extend the SunScout platform and utilization of our DSA into related solar-energy applications. They include the SunScout Go-Easy EV Camper- and Utility-Van. These products are designed to demonstrate the broader applicability of our DSA technology to other markets. Unlike our Autonomous Mowing Products, which are market-ready and in the commercial rollout process, these products remain as proof of concept and are under development as of the date of this prospectus.

SunScout DSA for Electric Vehicle integration.

SunScout Go-Easy Utility Van

Our solar-powered EV-Utility Van comes with a roof rack mounted DSA. The DSA charges the batteries while driving and slides out when the vehicle is parked to provide additional solar capacity. This is an ideal solution for commercial vehicles which are used for short to medium distances. These can be operated without ever charging them from the grid.

SunScout Go-Easy EV Utility Van

SunScout Go-Easy Campervan

Our flagship proof of concept product is a fully solar-powered EV-Campervan that incorporates the SunScout on-board deployable solar power system allowing for battery recharging while entirely utilizing solar energy. We believe this solar power function will address “range anxiety” associated with most electric thereby extending the driving range of the electric vehicles (“EV”) from 186mi to 310mi per day.

Equipped with SunScout’s solar system, our electric campervans are planned to be designed to operate autonomously off-grid, eliminating the need for grid-powered recharges and achieving autarky. Operators of such vans could travel with clean, renewable energy and zero-fuel costs or battery charging fees. For example, when driving the DSA would operate in a retracted mode so the top panel could continue to generate electricity to the vehicle’s batteries while when stationary, the DSA is deployed for additional solar capacity that would support additional battery recharging.

SunScout Go-Easy EV Campervan

These prototypes demonstrate the scalability of the SunScout DSA platform beyond lawn-care applications and into electric-vehicle and mobile-energy markets. Under both models, the DSA platform The SunScout Go-Easy remains under development and is not yet commercially available. As of the date of this prospectus, the SunScout Go-Easy Campervan is expected to launch by 2028.

Product Development and Research & Development

Currently, our product development and research activities are focused on advancing solar-powered automation technologies that enable off-grid operation of robotic equipment and electric vehicles. Development is conducted primarily in New Zealand through our subsidiary SunScout NZ, which provides in-house design, fabrication, and testing facilities, and is supported by our engineering teams in Asia and the United States. Our research and development efforts are centered on our proprietary DSA technology and its integration into multiple product platforms.

Development History

We commenced research and prototype development of the DSA system in 2020 with the objective of creating a self-sustaining robotic mower capable of operating without reliance on grid electricity. The first working prototype was completed in early 2021 and underwent field testing to evaluate power efficiency, navigation accuracy, and reliability under varied environmental conditions.

From 2021 to 2023, we advanced the DSA design to support higher power density and automated deployment and retraction, and we began developing the SunScout Eco and SunScout Pro models based on this architecture. The SunScout Eco model completed multi-season field trials and safety certification in New Zealand in 2024, and pilot commercialization commenced the same year. The SunScout Pro and SunScout ProMax were subsequently engineered for larger-scale and commercial applications, incorporating enhanced solar-panel capacity, RTK navigation, and fleet-management capabilities.

Our Complementary Products are derived from the same research and development (“R&D”) program. The SunScout Solar Shelter and Excel Mulcher Blade have completed prototype validation and reached market readiness, while the SunScout Go-Easy Electric Vans remain under development as a technology demonstrator for applying DSA to electric-vehicle charging.

Research Infrastructure

Our R&D operations are based at SunScout New Zealand’s facility in Palmerston North, New Zealand. This site includes design and prototyping workshops equipped with computer-numerical-control (“CNC”) laser cutting, bending, and fabrication systems, which allow rapid iteration of mechanical components and enclosures. Electrical and software development is performed in collaboration with partner laboratories and component suppliers in Asia. We also utilize our joint-venture facility in Thailand for pilot assembly of our Autonomous Mowing Products and environmental testing of those products under high-temperature and high-humidity conditions.

Testing and Validation

All of our Autonomous Mowing Products undergo mechanical endurance testing, solar-performance analysis, and navigation validation before commercialization. Tests include continuous-operation cycles to assess component wear, battery degradation, and safety compliance. In particular, the SunScout Eco and SunScout Pro units have completed certification for residential safety standards applicable in their target markets, and we continue to evaluate compliance with regional environmental and electronic-safety regulations as we expand internationally.

Ongoing Research Focus

Our continuing internal R&D program is directed toward improving the efficiency and compactness of the DSA system, advancing our AI-based vision and navigation algorithms to enable adaptive route planning, developing predictive-maintenance and data-logging functions for SunScout Eco, SunScout Pro and SunScout Pro Max model fleet management, and extending DSA integration to additional mobile applications, including EVs and autonomous service robots.

We intend to maintain a capital-light R&D model by combining in-house engineering capabilities with collaborative development through universities, component manufacturers, and strategic partners. As of the date of this prospectus, approximately 15% of our total workforce is engaged in research, design, and engineering functions.

Research Partners

Idea Developments Ltd.

We have engaged Idea Developments Ltd., pursuant to three R&D Cooperation proposals dated April 29, 2022, November 25, 2022, and February 15, 2023, (“Idea Developments”), a New Zealand — based industrial design and product development firm, as a research and development partner for the design and engineering of our Autonomous Mowing Product platform. Idea Developments specializes in end-to-end product development, including industrial design, engineering, prototyping, and preparation for tooling and production. Their work for us focuses on the creation, evolution, and refinement of the Autonomous Mowing Products’ industrial design and physical architecture.

Under our cooperation framework, Idea Developments provides structured design and development services through its established eight-phase product design methodology, which spans research, concept development, 3D computer-aided-design (“CAD”) modelling, engineering refinement, prototyping, and preparation for manufacture. Initial stages included market and product research, conceptual styling, and mock-up modelling to explore preliminary structural layouts, solar-panel integration, ergonomics, and the overall form of our Autonomous Mowing Products. These phases produced physical form-study models made from foam, clay, and 3D-printed components, enabling evaluation of geometry, aesthetics, user-interface placement, and durability considerations.

Subsequent phases transitioned approved form-study geometry into high-resolution 3D CAD “A-Class” surfaces using “Siemens NX” software, creating a refined digital model of our Autonomous Mowing Products’ exteriors. Idea Developments also provides engineering support, including collaboration with their manufacturing partners in China, design-for-manufacture reviews, tooling guidance, and evaluation of factory prototypes, enabling a smooth transition from design intent to engineering execution.

Idea Developments provides services on a time-and-materials basis at hourly rates of NZD 145 per hour (2022 – 2023), NZD 150 per hour (2024 – 2025), and NZD 160 per hour (from March 2025), with fees applying to design, engineering, model-making, prototyping, and CAD development hours, as well as materials used in mock-ups and form studies. We reimburse disbursements and incidental costs and invoices are issued monthly, and continued progress requires timely payment. If the project is terminated, we remain responsible for all work completed and costs incurred up to the date of termination.

We believe that this structured design methodology and integrated design-to-production workflow provide valuable capabilities in concept development, visual design, CAD refinement, and early-stage engineering alignment, supporting our efforts to bring our Autonomous Mowing Products to market while managing development risk through staged milestones.

Kahu EV LP

We have engaged Kahu EV LP, pursuant to a Solar Panel Battery Electric Vehicle Development Services Proposal dated June 17, 2024, a New Zealand-based electric vehicle solutions provider (“Kahu”) as a research and development partner in connection with our Go-Easy EV vans. Under our collaboration Kahu is to provide technical expertise and project management services to support our goal of integrating advanced solar panel systems into our proof of concept Go-Easy EV vans.

Kahu EV’s scope of work comprises electromechanical and high-level software integration of solar energy systems and battery management components into a demonstration vehicle for is. The current project is structured as a proof-of-concept, with no guarantee the research will produce a commercially viable or production-ready product. We believe this partnership allows us to access specialized knowledge in modular control subsystems, while responsibly managing risk through staged technical and operational milestones. Services are provided on a time-and-materials basis at hourly rates of NZD $175 for development services, NZD $125 for CAD operations, and NZD $105 for mechanical engineering and support, with disbursements and travel reimbursed at cost. Each party retains its pre-existing intellectual property, and we are granted a license to use the resulting technological deliverables for our intended business purpose. In the event of joint inventions, either party may use such inventions subject to our having completed all payment obligations.

Material terms of the arrangement provide that while any intellectual property rights to pre-existing Kahu technologies are retained by Kahu, we are granted a license to use the resulting technological deliverables for its intended business purpose but may not reverse engineer or independently commercialize Kahu proprietary systems that may be contained in those licensed technologies. In the event of any joint inventions, either party may use such inventions, subject to our completion of all payment obligations should we wish to utilize such inventions.

Payment for development services is on a time-and-materials basis, with established hourly rates for engineering, design, and consulting activities. We are responsible for reimbursing Kahu for disbursements, travel, and any supporting costs incurred during the project. The agreement allows monthly invoicing and requires timely settlements to ensure continued progress. In case of project cancellation, we remain liable for fees and associated costs incurred up to that point.

Manufacturing and Operations

We operate an integrated manufacturing and supply framework that combines in-house engineering and prototyping with outsourced and joint-venture assembly arrangements. This structure is designed to maintain quality control while supporting capital-light scalability across key markets.

New Zealand

Our principal research, design, and prototyping operations are located in Palmerston North, New Zealand, where our subsidiary SunScout New Zealand maintains a fully equipped fabrication and assembly facility. The site houses CNC laser-cutting and folding systems, welding and machining stations, and product-assembly areas used for both our engineering-service contracts and pilot production of the SunScout Pro and SunScout ProMax models. The facility also serves as our quality-control and test center for endurance, safety, and compliance verification. SunScout New Zealand Ltd, which is doing business as Brunton Engineering, supplies mechanical components for our mower products and supports low-volume manufacturing of specialized solar and structural parts.

Thailand

High-volume assembly of the SunScout Eco is performed at the production facility in Thailand. The assembly plant operates as the Group’s primary manufacturing and assembly platform for its SunScout Eco robots.

SunScout Asia operates as the Group’s primary manufacturing and assembly platform for the SunScout Eco robotic lawn mower. SunScout Asia’s manufacturing activities are conducted pursuant to the License Manufacturing Agreement between SunScout Limited, as principal, and a Thailand-based operating manufacturing entity that was contemplated at the time the agreement was executed. At the time the License Manufacturing Agreement was entered into, the Group had not yet incorporated its Thailand manufacturing entity. Following the subsequent incorporation of SunScout Asia Company Limited in Thailand, the manufacturing, assembly, component sourcing and final quality inspection functions contemplated under the License Manufacturing Agreement have been carried out through SunScout Asia as the Group’s joint-venture manufacturing platform. In connection with the establishment of SunScout Asia as the Group’s Thailand operating entity, the parties entered into a written confirmation on February 19, 2025, pursuant to which the parties agreed and confirmed that SunScout Asia Company Limited is the manufacturer for the purposes of the License Manufacturing Agreement.

Under the License Manufacturing Agreement, the manufacturer is appointed as the exclusive manufacturer of the licensed products within the agreed territory and is responsible for manufacturing activities in accordance with specifications, quality standards and compliance requirements prescribed by SunScout Limited. The agreement grants a limited license to use specified intellectual property solely for manufacturing purposes, with all underlying intellectual property rights and any improvements retained by SunScout Limited. The agreement also contains customary provisions relating to quality control, confidentiality, reporting obligations, non-competition, pricing and payment mechanics, and termination upon customary events, including material breach or insolvency.

The commercial framework for establishing the Group’s Thailand manufacturing platform was initially outlined in non-binding investment agreements entered into in January 2024 with Hoffen Asia Co., Ltd. (“Hoffen Asia”) and subsequently in March 2024 with related Thai individual investors. Hoffen Asia was the corporate vehicle initially used by the relevant Thai investors in connection with the proposed transaction, and the subsequent March 2024 agreement reflected those investors participating directly in their individual capacities instead. These agreements contemplated alternative ownership structures for the proposed Thailand entity but were expressly non-binding and

were not implemented in their original form. SunScout Asia was ultimately incorporated reflecting the parties’ revised commercial understanding, with the current ownership structure consisting of 43% SunScout Limited and 57% other Thai investors. No binding subscription or shareholders’ agreement was executed pursuant to the earlier non-binding investment agreements.

United States

In the United States, SunScout USA, our Boston-based subsidiary coordinates both manufacturing and distribution activities of the Group. SunScout USA currently focuses on solar-EPC projects, and U.S. distribution logistics for our SunScout Products. As of the date of this prospectus, we are establishing a dedicated assembly and distribution facility in Austin, Texas for the SunScout Pro and SunScout Pro Max to support the North American market, reduce shipping costs, and provide localized after-sales service. We have entered into a lease agreement in respect of such facility, and initial tooling and equipment procurement are expected to commence by July 2026. Upon completion of that site selection process, we intend to relocate our principle executive offices from New Zealand to the United States.

Europe

Our manufacturing and distribution activities in Europe are carried out through WWS, a subsidiary of Wrissmer Industries Holding GmbH (“Wrissmer Group”). The Wrissmer Group provides us with a broader market reach for our SunScout Products. Through this structure, all SunScout Products for the European market are manufactured in Germany, and distribution is supported both through the extensive dealer network and through direct supply to municipal councils and public-sector organizations. Our cooperation with WWS is governed by a binding cooperation agreement entered into on November 5, 2025 (the “WWS Agreement”), pursuant to which the parties collaborate on the production engineering, manufacturing and distribution of our solar-powered autonomous robotic lawn mowers (except for our SunScout Eco product which is manufactured by SunScout Asia) in the European Union. The WWS Agreement has an open-ended term and may be terminated by either party upon not less than six months’ prior written notice, or immediately upon a material breach or insolvency event. Under the WWS Agreement, we retain 100% ownership of all intellectual property relating to the products, and we have granted WWS an exclusive license to manufacture and distribute the products within the European Union. WWS is responsible for production engineering, tooling, manufacturing, marketing and distribution in the territory, while we remain responsible for product development, technical specifications and ongoing technology enhancements. WWS is entitled to receive a per-unit royalty on products sold, with royalty levels varying by product model and structured as either fixed minimum amounts per unit or a percentage of net sales, subject to agreed minimum thresholds. Under the WWS Agreement, the parties have agreed to enter into a formal distribution agreement, which as of the date of this prospectus has not yet been executed.

Through our expanded cooperation with the Wrissmer Group, we were introduced to seed2soil, a Germany-based horticultural technology company whose products and engineering capabilities appear to be complementary to our business. seed2soil develops technology solutions for plant handling, fertilization and nursery operations.

We believe seed2soil’s development of autonomous navigation capabilities aligns with our robotics expertise. On December 16, 2025, we entered into a non-binding memorandum of understanding with seed2soil to explore a potential collaboration in product development, manufacturing and commercialization, as well as a potential minority equity investment. Subject to the negotiation and execution of definitive agreements, we may assemble certain seed2soil products in our planned manufacturing facility in Texas, leveraging seed2soil’s German engineering expertise and our established technical capabilities, including those of our European partner, WWS. We believe that, if implemented, this contemplated structure could accelerate production readiness, support our entry into the North American market, and broaden our commercial product offering. There can be no assurance that the proposed collaboration or equity investment will be completed on the terms currently contemplated, or at all.

Supply Chain and Quality Control

We source mechanical and electronic components from what we believe to be qualified suppliers in Asia, Europe, and the United States. Critical parts such as motors, navigation systems, batteries, and solar panels are subject to incoming inspection and functional testing prior to assembly. Final quality control and functional testing are performed at each production site according to uniform procedures developed at our New Zealand engineering facility.

We maintain our standard operating procedures for supplier qualification, product traceability, and warranty-claim management. Our quality-assurance framework is aligned with the core of ISO 9001 principles and includes documentation of material traceability and batch testing for all key assemblies.

Production Scalability

Our manufacturing model is designed to scale production volumes through a combination of contract manufacturing, licensed production, and joint-venture facilities. We intend to expand regional capacity through additional partnerships with original-equipment manufacturers (“OEMs”) as market demand increases. We believe this flexible approach will allow us to align production capacity with sales growth while minimizing capital expenditure and maintain control over product quality and intellectual property.

Solar Power Development Solutions

Our Solar Power Development Solutions division develops and installs solar-energy systems for commercial, industrial, and institutional customers, through turnkey EPC contracts. This business supports the Group’s overall strategy of promoting clean, decentralized energy generation while providing stable revenue and cash flow. Operations are conducted primarily through SunScout USA in the United States, SunScout Asia in Thailand, and SunScout New Zealand in New Zealand. For the financial years ended June 30, 2024 and 2025, our Solar Power Development Solutions division accounted for 74.55% and 40.94% of our total revenue, respectively. For the six months ended December 31, 2024 and 2025, our Solar Power Development Solutions division accounted for 51.24% and 68.32% of our total revenue, respectively.

Our EPC contracts are typically structured as fixed-scope or fixed-price agreements covering system design, equipment procurement, permitting, installation, commissioning and grid interconnection of photovoltaic systems. Depending on project size, location and local regulatory requirements, we act as the prime EPC contractor and either self-perform certain installation and commissioning activities through our local operating subsidiaries or engage qualified third-party subcontractors for construction, electrical and specialized works, while retaining overall project management, scheduling, quality control and customer responsibility. Our operating subsidiaries and engaged subcontractors hold the licenses, registrations and certifications required under applicable local laws and regulations to perform their respective scopes of work in the jurisdictions in which projects are executed.

Under our EPC contracts, we generally act as the customer’s agent for securing required building, electrical and utility interconnection permits, and projects are executed pursuant to an agreed milestone schedule from site audit and system design through installation and commencement of commercial operation. Contract consideration is typically payable in installments tied to defined project milestones, such as contract execution, completion of system design and permitting, installation, and final utility interconnection. Our EPC contracts customarily include warranties covering workmanship and installation services provided by us, as well as product warranties and performance guarantees from third-party equipment manufacturers. Customers generally have a limited statutory or contractual cancellation right shortly after contract execution, after which termination is subject to reimbursement of costs incurred, including design, engineering, permitting, procurement and other preparatory expenses. We believe these terms are customary for turnkey EPC solar contracts in the markets in which we operate. Our EPC projects typically range from small commercial and institutional systems of approximately tens to hundreds of kilowatts to larger commercial and industrial installations of up to several megawatts, depending on customer requirements, site conditions and local grid capacity.

SunScout USA

SunScout USA, based in Boston, Massachusetts, focuses on the design, installation, and commissioning of solar-energy systems for commercial and industrial clients. Its services include site evaluation, system design, permitting, installation, and long-term maintenance of grid-connected and hybrid solar-power systems. SunScout USA also provides energy-storage integration and consulting on power-optimization strategies for corporate clients seeking to reduce their reliance on grid electricity.

SunScout USA maintains a strong presence in the northeastern United States and intends to expand its EPC operations nationwide. As of the date of this prospectus, future geographic expansion targets include the Caribbean, Puerto Rico, and South America, where we believe solar resources are abundant and grid infrastructure remains limited. In addition to EPC activities, SunScout USA serves as our distribution and service hub for SunScout Products in the United States, providing warehousing, logistics, and after-sales support for retailers and end users.

SunScout New Zealand

In New Zealand, we conduct commercial-scale solar installations through SunScout New Zealand, which focuses on the rapidly growing local commercial-rooftop market. The company offers turnkey EPC services for factories, warehouses, and institutional buildings, including system design, permitting, and commissioning. Demand in this segment has increased as businesses adopt renewable-energy solutions in response to rising grid tariffs and sustainability commitments.

SunScout New Zealand also provides engineering integration for our internally developed solar products, including prototype installations for the SunScout Solar Shelter and deployable solar-array systems, supporting continued product development and demonstration. For the financial year ended June 30, 2024 and 2025, SunScout New Zealand accounted for 8% and 33% of our total revenue, respectively. For the six months ended December 31, 2024 and 2025, SunScout New Zealand accounted for 40.21% and 22.34% of our total revenue, respectively.

Revenue Model and Market Position

Revenue from our Solar Power Development Solutions division is generated primarily from turnkey EPC contracts. Projects are typically structured under fixed-price or cost-plus contracts, with milestone-based payment schedules. This business segment provides geographic diversification and recurring cash flow that support the development and commercialization of our SunScout Products.

Engineering Products and Services

Our Engineering Products and Services are operated through SunScout NZ, doing business as “Brunton Engineering”. The Brunton Engineering business traces its origins back to 1998 and has operated for nearly 30 years through a succession of different legal entities. It generates revenue from custom manufacturing, metal fabrication, prototyping, and engineering services. The operating business later known as Brunton Engineering Limited was incorporated in 2006 and continued the engineering operations in Palmerston North. Pursuant to an asset purchase agreement dated April 3, 2023, and upon completion of transaction on May 27, 2024, we, through SunScout New Zealand, acquired substantially all of the assets and business of Brunton Engineering Limited, including its plant and equipment, vehicles, engineering machinery, tools, inventory, and other tangible assets, as well as the benefit of its customer relationships, goodwill and ongoing operations. SunScout New Zealand is an accredited supplier to the New Zealand Defence Force and maintains long-term relationships with a number of repeat customers across multiple industries.

In connection with the acquisition of the assets and business of Brunton Engineering, we entered into a regional strategic partnership loan (the “Regional Strategic Partnership Loan”), originally with the New Zealand MBIE, which was novated to CRHL, an asset holding company for loan, equity and asset investments managed by Kānoa, a unit within MBIE. Kānoa has the operational and day-to-day management and administration of the loan. The novation by MBIE of all of its rights, benefits, liabilities and obligations under the Loan to CRHL was effective September 22, 2023 pursuant to a formal transfer notice from MBIE to the Borrower and the Guarantor. Kānoa has the operational role and day-to-day management and administration of the loan. Pursuant to the Regional Strategic Partnership Loan, MBIE made available to SunScout New Zealand a term loan facility of up to NZ$3.0 million, plus capitalized interest, the proceeds of which may be used, among other things, to fund up to NZ$1.4 million of the acquisition cost of Brunton Engineering, repay certain existing indebtedness of the acquired business, and provide working capital for the design and operation of a production plant for the assembly of solar-powered robotic lawnmowers. The facility bears interest at a fixed rate of 11.84% per annum, with interest payable annually in arrears, and has a seven-year maturity from the first drawdown date, with such maturity date being April 8, 2031. Principal is repayable in five equal annual installments commencing on the third anniversary of the first drawdown date, unless earlier repaid or converted. The loan is secured by a general security interest over all present and after-acquired property of SunScout New Zealand and is guaranteed by SunScout Limited. Under the terms of the agreement, CRHL may elect, upon the completion of a “Qualifying Equity Financing” event, to convert all or a portion of the outstanding loan amount into ordinary shares of SunScout Limited at a conversion price equal to the lowest price per share issued in such financing, less a contractual discount of 15%. Any amounts converted are deemed repaid upon conversion. The loan agreement contains customary affirmative and negative covenants, reporting obligations, and events of default, including restrictions on additional indebtedness, distributions, acquisitions, and changes in control, as well as ongoing reporting and project-completion requirements tied to the acquisition and operation of the Brunton Engineering business. CRHL has expressly acknowledged that, as of May 2026, aspects of the Restructuring and proposed IPO process may technically fall within provisions of the Regional Strategic Partnership Loan relating to change of control and/or corporate restructuring provisions. However,

CRHL has confirmed that it does not presently intend to enforce any rights of default arising from those matters, provided the Company continues to progress the IPO process in good faith and toward repayment of the facility, and that its current commercial preference remains repayment of the facility from IPO proceeds rather than conversion of the loan into equity. CRHL’s communication expressly states that the communication may be relied upon by SunScout and its legal advisers in connection with the proposed IPO process. CRHL has maintained this position consistently since October 2025, when it first confirmed it did not wish to convert the Regional Strategic Partnership Loan to equity and would prefer early repayment through the capital raise proceeds. CRHL has reserved all rights under the Regional Strategic Partnership Loan in the event that the IPO process does not proceed within a reasonable timeframe, repayment discussions materially change, or other material adverse circumstances arise. As of the latest practicable date and as of June 30, 2024 and 2025, the loan had an outstanding principal balance of US$1,830,000 and accrued interest of US$262,153.99. As of December 31, 2024 and 2025, the loan had an outstanding principal balance of US$1,830,000 and accrued interest of US$262,153.99. No repayments have been made or due to date.

Capabilities and Operations

SunScout New Zealand operates a fabrication and assembly facility equipped with CNC laser-cutting and folding machinery, welding stations, machining equipment, and finishing systems. The facility produces structural and mechanical components, assemblies, and customized equipment for clients in the construction, defense, utilities, and transport sectors. In addition to fabrication, SunScout New Zealand provides on-site installation, maintenance, and repair services, enabling it to offer complete engineering solutions from design through delivery.

SunScout New Zealand’s production workflow includes design and computer-aided drafting of metal structures and components, CNC laser cutting and bending of sheet and plate materials, welding, assembly, and surface finishing, and inspection and quality assurance prior to delivery.

Revenue Sources

SunScout New Zealand generates revenue primarily from fixed-price and time-and-materials contracts with repeat commercial and institutional customers. For the financial year ended June 30, 2025, approximately 90% of SunScout New Zealand’s total revenue was derived from returning clients. For the six months ended December 31, 2025, approximately 100% of SunScout New Zealand’s total revenue was derived from returning clients. In addition to contract fabrication and maintenance work, SunScout New Zealand manufactures proprietary components used in our SunScout robotic-mower line and assists with prototype fabrication and testing during product development. For the financial years ended June 30, 2024 and 2025, SunScout New Zealand accounted for 8% and 33% of our total revenue, respectively. For the six months ended December 31, 2024 and 2025, SunScout New Zealand accounted for 40.21% and 22.34% of our total revenue, respectively.

Strategic Role

Sunscout New Zealand, doing business as Brunton Engineering, provides the Group with a stable and diversified revenue base and serves as a technical resource supporting the design and production of our solar-powered products. Its established workforce, quality-control systems, and manufacturing infrastructure reduce our reliance on third-party prototyping and shorten the product-development cycle for the SunScout Product line. SunScout New Zealand’s cash flow and operating history also strengthen the Group’s overall financial stability as we scale our SunScout Product business.

Product certification and quality control

We maintain quality-assurance and testing procedures across all stages of design and production to ensure that our Autonomous Mowing Products meet applicable safety and performance standards in their target markets.

All Autonomous Mowing Products undergo functional, mechanical, and electrical testing during development and prior to commercialization. Testing includes verification of operational-safety features such as automatic stop functions, obstacle detection, and battery-system protection. The SunScout Eco and SunScout Pro models are designed and manufactured to comply with the requirements of AS/NZS 60335.2.107:2013 A1, ANSI/OPEI 60335-2-107:2020, and

IEC 60335-2-107:2017, as well as the Conformité Européenne (“CE”) safety and conformity standards. The SunScout Eco and SunScout Pro models have completed product-safety validation and certification in New Zealand, and additional testing for compliance with regulatory requirements in the United States, Europe, and other markets is in progress.

Each of our production facilities, SunScout New Zealand in New Zealand and SunScout Asia in Thailand operates under documented internal quality-control procedures aligned with the core of ISO 9001 quality-management principles. These procedures include incoming-materials inspection, functional testing of assembled products prior to shipment, and periodic audits of manufacturing processes. In Europe, our manufacturing and distribution partner, WWS, also implements quality-control protocols consistent with our engineering specifications and product standards.

Our Customers and Distribution Partners

Our customers comprise distributors, project clients, and end users across the SunScout Products, Solar Power Development Solutions, and Engineering Products and Services business lines.

Our customers can be categorized into three principal groups:

•        Retail and distribution partners, including large retail chains and regional equipment distributors that purchase SunScout Products for resale;

•        Commercial and institutional end users, such as property-management companies, municipal authorities, and industrial clients that purchase or lease our robotic mowers or solar-energy systems for operational use; and

•        Engineering and project clients, consisting of construction companies, utilities, and government agencies that engage us for fabrication, maintenance, or EPC contracting services.

Our end-user customers operate in industries that include landscaping, recreation, facility management, renewable-energy development, construction, defense, and utilities. We serve a broad and diverse customer base across these industries, and our revenue is not dependent on a single or a few customers. For the financial years ended June 30, 2024 and 2025, our top ten customers accounted for approximately 6% of our group’s revenue and 27% of our group’s net profit and no single customer accounted for more than 10% of the group’s revenue or net profit for both financial years ended June 30, 2024 and 2025. For the six months ended December 31, 2024 and 2025, our top ten customers accounted for approximately 7% of our group’s revenue and 25% of our group’s net profit and no single customer accounted for more than 10% of the group’s revenue or net profit for both six months ended December 31, 2024 and 2025.

Our Suppliers

We source materials, components, and equipment from a network of suppliers located primarily in Asia, Europe, and the United States. Our key purchases include electrical components, solar modules, navigation systems, batteries, and mechanical parts used in the manufacture and assembly of SunScout Products, as well as raw materials and subassemblies for our engineering operations. Upon our planned establishment of an assembly and distribution facility in Austin, Texas, we also plan to implement a supply chain directly into the southwestern United States that utilizes regional and continental suppliers.

Shanghai Yushiyuan Technology Co., Ltd (trading as “Mowsion”) is our principal supplier for certain critical components used in our SunScout Eco Product. Pursuant to a cooperation agreement entered into in March 25, 2024, Mowsion supplies robotic mower units to us in knock-down kits for assembly at our manufacturing facility in Thailand, while we design and integrate proprietary solar power systems and related technology into such products. The cooperation agreement has an initial term of three years and renews automatically for successive twelve-month periods unless terminated by either party upon at least three months’ prior written notice. The agreement is non-exclusive, and we may propose alternative components or suppliers, subject to Mowsion’s approval. Under the agreement, Mowsion provides technical documentation, specifications, and support necessary for product integration and testing. Following successful completion of development and testing, the parties may enter into additional supply or commercial arrangements, including royalty arrangements if Mowsion elects to sell products incorporating our solar technology. Although Mowsion supplies the majority of these components, we maintain qualified second-source options to mitigate concentration risk and ensure continuity of supply. Procurement is coordinated through our New Zealand and Thailand operations, with quality and compliance reviews conducted by our engineering teams.

For the financial years ended June 30, 2024 and 2025 and six months ended December 31, 2024 and 2025, no single supplier accounted for 10% or more of our group’s cost of revenue. We source materials and components from multiple suppliers and do not consider our business to be materially dependent on any single supplier.

Sales and Marketing

Our sales and marketing activities are conducted through dedicated personnel within our subsidiaries and regional partners. As of the date of this prospectus, our sales and marketing team comprises three full-time employees based in New Zealand and one full-time employee in USA. Our CEO, Mr. Edwin Cywinski, directly oversees our sales and marketing department.

We market our products and services through a combination of direct sales, distributor relationships, and business-development partnerships. As of the date of this prospectus, we have entered into the WWS Agreement, a cooperation agreement with WWS, our European distribution partner, to arrange for the sale of our SunScout products in Europe pursuant to the WWS Agreement, and with MowBot Limited for the sale of our SunScout products in New Zealand and Australia. Under the WWS Agreement, we and WWS have agreed to enter into a formal distribution agreement under which terms and conditions of the WWS Agreement would be reflected. As of the date of this prospectus, that formal distribution agreement has not yet been executed. As of the date of this prospectus, we (i) are also in discussions, supported by a third-party consultant, with Walmart Inc. regarding potential distribution in the United States; and with Motorland in Europe through WWS, and (ii) have engaged 2B Connected, a specialist sales agency, to conduct outbound sales lead generation for SunScout ProMax in New Zealand, however the campaign is currently paused pending delivery of demonstration units, after which we intend to further develop our sales activities in New Zealand and expand efforts to Australia.

As of the date of this prospectus, the services under the WWS Agreement are operational and pending the entry into a formal distribution agreement between WWS and the Company, and the parties have commenced the commercial launch of our products in the European market, including initial sales. Our distribution agreement with MowBot, dated April 1, 2025 (“MowBot Agreement”), covers the sale of our SunScout products in Australia and New Zealand. MowBot is appointed as a non-exclusive distributor responsible for marketing, sales, distribution, importation and customer support within the territory, while we retain the right to sell directly. The agreement has an initial term of three years with potential renewal by mutual agreement. MowBot purchases products from us for resale at a margin rather than on commission and is subject to revenue targets and performance-based provisions; failure to meet targets may result in corrective measures, appointment of additional distributors, or termination. MowBot is subject to customary compliance, reporting and brand-use obligations and may not distribute competing products without our consent. We retain ownership of all intellectual property and grant MowBot a limited trademark licence for marketing and sales purposes. The MowBot Agreement may be terminated for material breach, insolvency or failure to meet performance requirements. As of the date of this prospectus, we are in preparations to deliver the first batch of orders under the MowBot Agreement.

For our Solar Power Development Solutions business, projects are sourced through direct business development and referrals in the renewable-energy sector. SunScout NZ maintains long-term customer relationships through repeat contracts and public-sector tenders.

We promote our brand and products through a combination of online and offline initiatives, including targeted digital marketing, exposure via participation in industry exhibitions, demonstration programs, and partnership campaigns. Our subsidiaries also benefit from word-of-mouth referrals from existing customers and industry contacts, which contribute to recurring business and new project leads.

We intend to significantly expand our sales and marketing organization as we continue to scale our operations. In particular, we plan to increase the size of our dedicated sales team to support the commercialization and growth of our SunScout Products and to strengthen business-development capabilities for our Solar Power and Development Solutions segment in order to streamline the provision of our utility-scale solar projects. We believe that continued investment in these areas will be critical to driving revenue growth, geographic expansion, and brand recognition in our key markets.

Our Competition and Competitive Strengths

We operate in markets that are characterized by established global participants, rapid technological advancement, and price-sensitive customers. Each of our three business lines SunScout Products inclusive of our Autonomous Mowing Products, Solar Power Development Solutions, and Engineering Products and Services, face distinct competitive environments.

Autonomous Mowing Products

The global robotic-mower market includes numerous manufacturers offering petrol-powered, plug-in electric, and hybrid models. Established brands such as Husqvarna, Stiga, Worx, and Segway currently dominate the residential and light-commercial segments. We believe most existing models rely on grid charging through fixed base stations, and some incorporate small solar panels for supplemental charging. Competition in this segment is primarily based on technology, reliability, safety features, product price, and ease of operation.

We also face competition from traditional ride-on and push-mower manufacturers that are introducing semi-autonomous or battery-electric variants. The industry is expected to remain highly competitive as both established and emerging companies seek to expand their market share through new technologies and product differentiation.

We believe our Autonomous Mowing Products line is well positioned to compete in the global robotic-mower market because of the following factors:

Solar autonomy

Our proprietary DSA technology allows our Autonomous Mowing Products to operate entirely on solar power, eliminating reliance on external charging infrastructure and grid electricity. We believe that few, if any, competing products in the market can operate independently of an external power supply and this capability allows our mowers to be deployed in areas without access to electrical outlets or charging stations, such as golf courses, parks and large green spaces, where autonomous and continuous operation is particularly advantageous. While the commercial success of our SunScout Products depends on the efficiency, durability, and reliability of this technology under varied environmental and operating conditions, we believe the self-sufficiency of DSA ultimately provides a structural cost advantage and enhances the usability and scalability of our products compared to grid-dependent alternatives.

Scalable product architecture and market coverage

We believe our three-tier Autonomous Mowing Product lineup, SunScout Eco for residential, SunScout Pro for light-commercial, and SunScout ProMax for large-scale institutional use, addresses the full spectrum of mowing applications. The modular design of our Autonomous Mowing Products enables adaptation to different terrains and climatic conditions, allowing for incremental upgrades without complete redesigns and supporting efficient global deployment.

Capital-light manufacturing and established distribution

We employ a distributed production model that leverages existing facilities at Brunton Engineering in New Zealand and SunScout Asia in Thailand for assembly, supported by partnerships with distributors including WWS in Europe, and MowBot in Australia. We believe this structure provides access to established retail networks and minimizes fixed manufacturing costs while maintaining quality control.

Solar Power Development Solutions

We believe that the solar-energy EPC market is fragmented and regionally driven, with competition from local and national contractors that design and install photovoltaic systems for commercial and industrial clients. In the United States, our subsidiary SunScout USA competes with other regional solar-installation firms. In Asia and New Zealand, competition arises from local EPC providers and system integrators serving the commercial-solar-roof and small-utility segments. We believe price, project-execution capability, and reliability of service are the principal competitive factors in this market.

We believe our Solar Power Development Solutions business is positioned to compete effectively in this environment due to the following factors:

Integration of project engineering and product innovation

We believe our solar-EPC operations complement our product development activities by providing real-world validation of our solar technologies, including the DSA technology. We believe this integration enables us to showcase SunScout Products alongside our commercial projects, strengthen our technical credibility and know-how with clients.

Diversified regional platform

Through SunScout USA in the United States, SunScout Asia in Thailand, and SunScout New Zealand in Oceania, we participate in three distinct markets with differing regulatory frameworks and customer bases. This regional diversification allows us to balance project pipelines and pursue opportunities in emerging markets while maintaining recurring revenues in established ones.

Capital-light and scalable operating model

Unlike traditional EPC firms that maintain significant fixed infrastructure, we focus on engineering and integration services while sourcing components from qualified suppliers. We believe this approach reduces our capital intensity, allows rapid scaling of project capacity, and improves our resilience in reacting to fluctuations in component prices.

Engineering Products and Services

We believe that the engineering and fabrication services industry in New Zealand is well established and characterized by numerous small and mid-sized operators providing contract manufacturing, mechanical assembly, and maintenance services to industrial and public-sector clients. We believe that the engineering-services market is mature and primarily relationship-based, with competition determined by quality, delivery time, and cost efficiency. Through SunScout NZ, we compete with other regional fabrication and mechanical-engineering firms that provide CNC cutting, welding, and component-manufacturing services. Some of our competitors may have larger facilities or broader commercial networks, but we believe our Engineering Products and Services business is positioned to compete effectively in this environment due to the following factors:

Established reputation, long operating history, and stable customer relationships.

The Brunton Engineering trade name, the business of which is now operated by SunScout NZ, has been in continuous operation for almost 30 years and is an accredited supplier to the New Zealand Defence Force. Since its inception in 1998, SunScout NZ has developed and maintained long-term relationships with a core group of industrial and institutional customers in New Zealand. For the financial years ended June 30, 2024 and 2025, SunScout NZ’s top five customers accounted for approximately 45% of SunScout NZ’s total revenue, and 80% of these customers have engaged SunScout NZ for more than ten years. For the six months ended December 31, 2024 and 2025, SunScout NZ’s top five customers accounted for approximately 56% of SunScout NZ’s total revenue, and 61% of these customers have engaged SunScout NZ for more than ten years. These stable relationships contribute to recurring revenue and provide a predictable business base that supports the Group’s overall operations.

Comprehensive in-house capabilities

SunScout NZ’s facility is equipped for CNC laser cutting, folding, welding, machining, and assembly, enabling it to provide end-to-end engineering solutions from design through delivery. These capabilities also support the fabrication of components for SunScout Products and the development of new prototypes.

Integration with product development and group operations

SunScout New Zealand, doing business as Brunton Engineering provides the technical foundation for our manufacturing and R&D activities. Its in-house expertise in precision fabrication shortens design-to-production cycles for SunScout Products and reduces reliance on third-party prototyping, enhancing overall quality, quality control, and cost efficiency.

Business Strategies

As of the date of this prospectus we intend to continue to strengthen our position as a provider of clean-technology and renewable-energy solutions through the expansion of our product portfolio, operational reach, and strategic partnerships. Our key strategies include:

Expansion of business and operations through joint ventures, acquisitions, and strategic alliances

We aim to focus on our core business of developing and commercializing autonomous solar-powered equipment, while also exploring collaborations in renewable-energy systems, robotics, and electric-mobility solutions. We may pursue joint ventures or strategic partnerships to support manufacturing, distribution, and R&D activities in our markets. Notably as of the date of this prospectus, we have not identified any potential target companies for such acquisitions).

Licenses, Permits, Certifications And Registrations

The following licenses and certifications are material for our Group’s operations.

SunScout Products