As filed with the U.S. Securities and Exchange Commission on June 3, 2026.

Registration No. 333-294372

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

__________________________

AMENDMENT NO. 2

TO

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

__________________________

FF Global Holdings Ltd
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrants name into English)

__________________________

152 Beach Road
Gateway East #18-06
Singapore 189721
+65 6348 6798
(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. ☐

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 may not sell these securities until the registration statement filed with the 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.

FF Global Holdings Ltd

6,250,000 Class A Ordinary Shares being offered by the Company

This is an initial public offering of our class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”). We are offering, on a firm commitment basis, 6,250,000 Class A Ordinary Shares, to be sold in the offering pursuant to this prospectus. We anticipate that the initial public offering price of the Class A Ordinary Shares will be between $4.00 and $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 Nasdaq Capital Market under the symbol “FFGG.” This offering is contingent upon the listing of our Class A Ordinary Shares on the Nasdaq Capital Market and there can be no assurance that we will be successful in listing our Class A Ordinary Shares on the Nasdaq Capital Market. We will not close this offering unless such Class A Ordinary Shares will be listed on the Nasdaq Capital Market at the completion of this offering.

Our authorized share capital is $50,000 divided into 4,000,000,000 Class A Ordinary Shares of par value $0.00001 per share, and 1,000,000,000 class B ordinary shares of par value $0.00001 per share (the “Class B Ordinary Shares”) (collectively, the “Ordinary Shares”). As of the date of this prospectus, there are 15,000,000 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares issued and outstanding. Holders of the Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting rights and distribution rights. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to a holder of any Class B Ordinary Shares. For the avoidance of doubt, Class A Ordinary Shares cannot be converted into Class B Ordinary Shares, and Class B Ordinary Shares cannot be converted into Class A Ordinary Shares, in any circumstances.

Throughout this prospectus, unless the context indicates otherwise, any references to “FF Global,” “the Company,” or “our Company” are to FF Global Holdings Ltd, a Cayman Islands holding company.

Neither the 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 12 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 page 9 of this prospectus for more information.

We are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations through our indirect wholly owned subsidiary in Singapore, Future Faith Pte. Ltd. (“FFPL”). The Class A Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands.

Upon completion of this offering, our issued and outstanding shares will consist of 21,250,000 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares, assuming the underwriters’ over-allotment option is not exercised. We expect to be a controlled company as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering, our Chief Executive Officer and executive director, Ms. Yu Jin, will through Zenith Lord Limited, own approximately 49.41% of our total issued and outstanding Class A Ordinary Shares and 100% of our total issued and outstanding Class B Ordinary Shares, representing approximately 96.65% of the total voting power.

After this offering, our Chief Executive Officer and executive director, Ms. Yu Jin, will control shares representing more than 50% of the total voting power of our shares. As a result, she will have the ability to determine the outcome of all matters submitted to our shareholders for approval, including the election of directors, amendments to our Amended and Restated Memorandum and Articles of Association, 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 capital stock that you may feel are in your best interest as one of our shareholders.

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(1)      Initial public offering price per share is assumed to be $4.00, being the low end of the range set forth on the cover page of this prospectus.

(2)      We have agreed to pay the underwriter a discount equal to 6.5% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” beginning on page 144.

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

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

The underwriter expects to deliver the Class A Ordinary Shares to the purchasers against payment on or about [—], 2026.

You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares being registered in the registration statement of which this prospectus forms a part.

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

Sole Book-Running Manager

The date of this prospectus is [—], 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.

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” or “fiscal 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 Singapore dollars into U.S. dollars for the financial years ended June 30, 2024 and June 30, 2025 were made at S$1.3585 and S$1.2758 to $1.00 respectively, the exchange rate set forth in the daily Exchange Rates published by Monetary Authority of Singapore on June 28, 2024 and June 30, 2025.

We make no representation that the Singapore or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Singapore 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. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. 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.

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;

•        future developments in the supply of the hardwood logs market and actions of our competitors;

•        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 client 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.

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

DEFINITIONS

“Class A Ordinary Shares” means a class of shares of the Company with par value of $0.00001 per share and entitled to one (1) vote per share.

“Class B Ordinary Shares” means a class of shares of the Company with par value of $0.00001 per share and entitled to twenty (20) votes per share.

“Amended and Restated Memorandum and Articles of Association” means collectively the Amended and Restated Memorandum of Association and Amended and Restated Articles of Association.

“Amended and Restated Articles of Association” means the second amended and restated articles of association of our Company adopted by special resolution passed on May 6, 2026, as amended from time to time.

“Amended and Restated Memorandum of Association” means the second amended and restated memorandum of association of our Company adopted by special resolution passed on May 6, 2026, as amended from time to time.

“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 “FF Global” means FF Global Holdings Ltd, an exempted company incorporated in the Cayman Islands with limited liability on July 18, 2025.

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

“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.

“FBVI” refers to FF Global (BVI) Ltd, a Company incorporated in British Virgin Islands (Company No. 2180922) on July 4, 2025 under the BVI Companies Act as a private limited company.

“FFPL” refers to Future Faith Pte. Ltd., a Company incorporated in Singapore (Registration No. 202202638C) on January 21, 2022 under the Singapore Companies Act as a private limited company. FFPL is the indirectly wholly owned operating subsidiary of the Company.

“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 more than 5% owner of, does not control and is not controlled by or under common control with any more than 5% owner and is not the spouse or descendant (by birth or adoption) of any more than 5% owner of the Company.

“S$” or “SGD” or “Singapore Dollars” means Singapore dollar(s), the lawful currency of Singapore.

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

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

“Singapore Companies Act” means the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time.

“Supplier Agreement” refers to the supplier agreement between FFPL, Auronova Limited and SCIBOIS CO. Ltd.

“$” or “US$” or “USD” or “United States Dollars” means United States dollar(s), the lawful currency of 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 Related to Our Business and Industry

We rely heavily on a single major supplier for our African hardwood logs, and any disruption in this relationship or failure by our supplier to perform its obligations could materially and adversely affect our business, financial condition and results of operations.

We source nearly all of our African hardwood logs from Auronova, the exclusive distributor of SCIBOIS, which operates the underlying forest concession in the DRC from which our logs are harvested. Auronova accounted for 100% of our log procurement in fiscal year 2024, 91.9% in fiscal year 2025 and approximately 74.6% of our total cost of revenue in the six months ended December 31, 2025. Although our Supplier Agreement entitles us to procure between 40,000 and 100,000 cubic meters of logs annually, there is no assurance that Auronova or SCIBOIS will be able or willing to meet these commitments on a timely basis or at all.

Harvesting and upstream logistics in the DRC are subject to numerous factors outside our control, including adverse weather conditions, transportation interruptions, concession-level production constraints, regulatory inspections or enforcement actions, labor shortages, community or social disruptions, and broader political or economic instability in the region. Any of these factors could limit Auronova’s ability to harvest, process, transport or deliver logs to us as contracted.

If Auronova fails to deliver logs in the agreed quantities, within the required timeframe, or at the quality standards specified under our Supplier Agreement, we may face supply shortages, higher procurement costs, delays in fulfilling customer orders and potential loss of customers. Additionally, any deterioration in our commercial relationship with Auronova, breach or early termination of the Supplier Agreement, or inability to renew the agreement on commercially acceptable terms could materially and adversely affect our operations, as sourcing comparable volumes and quality from alternative suppliers may not be immediately feasible.

The forestry sector in the DRC is subject to significant regulatory, environmental, political and social uncertainties, and any adverse developments may impair our access to supply or increase our operating costs.

Our supply originates exclusively from a government-authorized forest concession in the DRC. The forestry sector in the DRC is characterized by evolving regulatory requirements, increased scrutiny of compliance and export documentation, and periodic government reviews of concession rights. Any revocation, suspension, modification or non-renewal of concession rights held by our concession partner SCIBOIS, delays in the issuance of export permits or related documentation, or the introduction of new environmental or export restrictions could reduce or interrupt our access to our supplies.

In addition, the DRC has historically experienced political instability, infrastructure limitations, community-level disruptions and security incidents. These conditions may adversely affect harvesting, inland transportation, port operations or export clearance processes. Any such disruptions could materially impair the reliability of our upstream supply chain, limit our ability to meet customer demand and negatively impact our business, financial condition and results of operations.

Our operations are exposed to risks associated with inland and river transportation in the DRC, which may cause delays, increased costs or inability to move logs to our yard or export ports.

Logs are transported from the concession area to our Maluku yard through river vessels arranged by our supplier. River navigation in the DRC is subject to seasonal fluctuations in water levels, adverse weather, limited navigational infrastructure, vessel shortages and regulatory or security checkpoints along the river channels. Logs are transported from our Maluku yard to export seaports inland trucking, which faces additional risks, including poor road conditions, congestion, mechanical breakdowns, fuel shortages and security incidents.

Any disruption or delay in these transportation routes may impede the movement of logs from concession areas to our yard or from our yard to export ports. Such delays could result in late deliveries, customer dissatisfaction, increased logistics and storage costs, or an inability to fulfil confirmed orders. Prolonged or significant transportation disruptions could materially and adversely affect our business, financial condition and results of operations.

We have limited control over our suppliers’ forestry practices and rely on documentation and representations provided by our suppliers, which we do not independently verify, and contractual protections under our Supplier Agreement may not fully mitigate these risks.

Although our Supplier Agreement requires Auronova and SCIBOIS to comply with applicable DRC forestry, environmental and export regulations and to provide the statutory documentation accompanying each shipment, we rely on the accuracy of the representations and documents they provide. Our physical inspections at the yard are limited to observable characteristics such as species, dimensions and visible defects, and we do not independently verify upstream forestry practices, concession-level compliance or the legality of harvesting activities.

Accordingly, if any supplier is found to have engaged in illegal harvesting, violated concession terms, failed to comply with environmental, labor or export requirements, or provided inaccurate or incomplete documentation, we could still face shipment delays, detention of goods, regulatory scrutiny, reputational harm or loss of access to certain customers or markets. While our Supplier Agreement includes contractual remedies such as indemnities and refund obligations, these remedies may not fully compensate us for operational disruptions, reputational damage or loss of business opportunities. In addition, although our supplier has indicated an intention to pursue international sustainability certifications such as FSC certification, there is no assurance that such accreditation will be achieved or maintained. Any failure by our suppliers to comply with applicable regulatory or sustainability standards could materially and adversely affect our business, reputation and results of operations.

Geopolitical tensions, changes in trade policies, and the imposition of tariffs or other trade restrictions may adversely affect our business, financial condition, and results of operations.

Our business involves the cross-border trade of African hardwood logs, which subjects us to the risks of evolving international trade policies, tariffs, and geopolitical developments. Recent years have seen increasing trade frictions and geopolitical tensions among major economies, particularly between the United States and Mainland China. While we do not currently export products to the United States or procure goods from Mainland China, shifts in international trade policy — especially those affecting global supply chains, commodity markets, or trade flows in timber and wood products — may have indirect effects on our operations.

For example, changes in import tariffs or customs regulations imposed by the PRC, Hong Kong, Vietnam, or Dubai — our principal export markets — could increase the landed cost of our products, reduce customer demand, or require us to renegotiate pricing arrangements. Additionally, any new or heightened export restrictions, levies, or documentation requirements imposed by the DRC government on forest products could delay shipments or raise sourcing costs. The imposition of retaliatory tariffs or broader regional trade disputes may also lead to uncertainty in the timber market and affect the competitiveness of our products.

Uncertainties around trade negotiations, shifts in diplomatic relations, or global events — such as armed conflict, sanctions, or policy realignments — may further disrupt the global trading environment. If we are unable to adapt to such changes or pass on resulting cost increases to customers, our business, financial condition, and results of operations may be materially and adversely affected.

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.

We are dependent on our ability to source and maintain a range of log species and specifications that meet the evolving requirements of our customers, and any inability to do so may adversely affect our business and results of operations.

Our customers have specific requirements regarding the species, dimensions, quality and physical characteristics of the logs and sawn timber they purchase. These requirements may change over time due to shifts in design preferences, downstream manufacturing needs, regulatory or environmental standards in destination markets, or the availability and pricing of substitute materials. Demand for certain African hardwood species may also fluctuate based on construction cycles, furniture design trends, or changes in import regulations in Mainland China, Hong Kong, Vietnam, Japan or the Middle East.

Our ability to meet evolving customer preferences depends on the species and grades available from our suppliers, particularly Auronova, which harvests from a single government-authorized concession in the DRC. Species availability may vary from season to season due to concession-level production planning, environmental conditions and regulatory constraints. If customer demand shifts toward species or specifications that are not readily available from our suppliers, or that cannot be harvested in the required volumes, we may be unable to fulfill orders on a timely basis or at commercially acceptable margins.

In addition, customer requirements for sawn timber may expand as downstream manufacturers seek ready-to-use materials. If we are unable to source, develop or offer processed products that align with such demand trends, customers may shift purchases to competing suppliers. Any inability to secure the species mix, sizes, grades or processing levels required by our customers, or delays in adapting our product offerings to changing market preferences, could result in reduced sales volumes, customer loss and a material adverse effect on our business, financial condition and results of operations.

We maintain only limited inventory and rely on a demand-driven procurement model, which exposes us to risks of supply shortages, delays or inability to fulfil customer orders.

We operate on a lean inventory model, with logs typically held for between 1 and 45 days before delivery to customers. While this minimizes storage, handling and working-capital requirements, it increases our exposure to upstream supply disruptions. Because we maintain only short-term inventory, any delays or shortfalls in harvesting, inland transportation or delivery from our suppliers in the DRC may immediately affect our ability to meet confirmed customer orders.

Under our demand-driven procurement approach, purchase orders are placed based on species availability updates from our supplier and on expected customer demand. If supply becomes constrained due to concession-level production planning, weather conditions, logistical bottlenecks, regulatory inspections or other factors affecting upstream operations, we may be unable to secure adequate volumes on short notice. In such circumstances, we may face order cancellations, delays in fulfilling customer deliveries, customer dissatisfaction or potential loss of market share. Any inability to maintain sufficient inventory to meet customer requirements could materially and adversely affect our business, financial condition and results of operations.

We have identified several material weaknesses in our internal control over financial reporting. If we do not adequately remediate the material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal controls, we may not be able to accurately or timely report our financial condition or results of operations, or comply with the accounting and reporting requirements applicable to public companies, which may adversely affect investor confidence in us and the market price of our Class A Ordinary Shares.

Prior to this offering, we were a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures. During the audit of our consolidated financial statements for the fiscal years ended June 30, 2024 and 2025, we and our independent registered public accounting firm identified

two material weaknesses in our internal control over financial reporting. These material weaknesses identified are (i) our lack of sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP, and (ii) our lack of IT general controls regarding to logical access security, change management, IT operations of financial system and cybersecurity.

We are currently in the process of implementing several measures to address the material weaknesses identified, including (i) hiring additional qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to establish a financial and system control framework; (ii) expanding the capabilities of existing accounting and financial personnel by implementing regular and continuous U.S. GAAP training programs; (iii) preparing comprehensive accounting policies, manuals and closing procedures to improve the quality and accuracy of our period-end financial closing process; and (iv) hire experienced IT staff with qualifications of the CRISC (“Certified in Risk and Information Systems Control”) to formalize and strengthen the key internal control over Information Technology General Control. We may incur significant costs in the implementation of these measures.

We cannot assure you that these measures will be sufficient to remediate our material weaknesses in time, or at all. Additionally, we cannot assure you that we have identified all material weaknesses or that we will not have additional ones in the future. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting, as required under Section 404 of the Sarbanes-Oxley Act after the completion of this offering. Our failure to remediate the material weaknesses or our failure to discover and address any other material weaknesses could result in inaccuracies in our consolidated financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

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

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

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

We depend on a small number of key customers, and the loss of any of these customers or a significant reduction in their purchase volumes may materially and adversely affect our business, financial condition and results of operations.

Our revenue is concentrated among a limited number of customers. In fiscal year 2024, two customers located in Mainland China and Hong Kong contributed approximately 96.1% of our total revenue, and in fiscal year 2025 a single Hong Kong-based customer contributed approximately 76.0% of our total revenue, and in the six months ended December 31, 2025 the same Hong Kong-based customer contributed approximately 61.4% of our total revenue. Although our top ten customers collectively accounted for a substantial majority of our revenue in each of these periods, a significant portion was attributable to one or two major customers. While we have expanded into Vietnam, Dubai and Japan, our customer base remains concentrated.

For the six months ended December 31, 2025, our customer in Hong Kong accounted for approximately 61.4% of our revenue, while customers in Vietnam and Japan accounted for approximately 24.8% and 13.8% of our revenue, respectively, indicating progress in diversification although significant customer concentration risk remains.

We generally conduct our sales pursuant to purchase orders and individual sales contracts entered into for specific shipments. Our sales arrangements specify the product type, volume, pricing and delivery terms for each shipment. Pricing is negotiated at the time of each transaction based on prevailing market conditions, species, log dimensions and delivery arrangements. Sales are made on an order-by-order basis, and repeat purchases depend on ongoing commercial demand and mutually agreed terms. We do not have guaranteed pricing provisions, minimum or future purchase commitments from customers beyond the terms of individual sales contracts and the framework arrangement with our Hong Kong-based customer described below. Although we generally do not enter into long-term arrangements, on February 17, 2025, we entered into a two-year supply framework agreement with a Hong Kong-based customer, Advanced Future Equipment and Timber Limited. The agreement establishes a commercial relationship under which the parties anticipate annual purchases of approximately 30,000 cubic meters of timber logs, subject to a 20% tolerance (the lower end being the “Minimum Annual Volume”). The Minimum Annual Volume reflects the parties’ expected level of commercial activity based on prior trading history and projected demand rather than a fixed take-or-pay obligation. Individual shipments under the framework arrangement are documented through separate sales contracts specifying pricing, quantity and delivery terms. If the anticipated Minimum Annual Volume is not achieved, either party may terminate the framework agreement. Accordingly, while the framework agreement provides a structured supply relationship and volume expectation, actual purchases remain dependent on market demand and separately negotiated sales contracts. Other than this framework agreement, we do not maintain long-term supply arrangements with our customers, and future sales depend on customer purchase orders entered into in the ordinary course of business.

If any of our key customers reduces or ceases purchases, alters its procurement policies, experiences financial difficulties, delays payments or defaults on outstanding amounts, our revenue and cash flows could decline materially. In addition, replacing a major customer may require significant time and resources, and there is no assurance that we could secure alternative customers on comparable terms. As a result, customer concentration continues to present a significant risk to our business, despite our efforts to diversify our sales across additional geographies and industries.

We depend heavily on our management team and key personnel, and the loss of any of these individuals or our inability to attract suitable replacements may materially and adversely affect our business and operations.

Our continued success relies significantly on the experience, industry knowledge and long-standing relationships of our key management personnel, including our Chief Executive Officer, Ms. Yu Jin, and our marketing director, Mr. Tyebally Akhtarhusein Hatim. Their expertise in procurement, supplier negotiations, logistics coordination and customer engagement is critical to our operations. In particular, Ms. Jin has developed extensive sourcing networks and relationships with concession operators, distributors and customers across the DRC, Mainland China, Hong Kong, Vietnam, Japan and the Middle East, which are integral to our current business model and growth strategy.

If any of our key personnel were to resign, become disabled or otherwise be unable to continue their service, we may experience significant disruption to our operations, including difficulties in maintaining supplier and customer relationships, delays in procurement cycles, and challenges in executing our business strategies. Identifying and integrating suitable replacements with comparable experience, networks and market knowledge may require substantial time and resources, and there can be no assurance that we would be able to do so in a timely manner or at all. We are also dependent on experienced operational staff in Singapore and the DRC, and our future success will depend on our ability to attract, train and retain qualified personnel. Competition for such talent is intense, and failure to retain key staff may adversely affect our operational continuity.

In addition, we do not maintain key-man life insurance on any of our key management personnel. As a result, we would not receive compensation in the event any of these individuals dies or becomes disabled, which could exacerbate the adverse effects of losing such personnel. Any loss of key personnel, or our inability to attract and retain qualified replacements, could materially and adversely affect our business, financial condition, results of operations and growth prospects.

We rely on third-party transportation providers and are exposed to supply and delivery disruptions that may delay shipments, increase costs or harm our reputation and financial performance.

Our ability to procure and deliver logs depends on the performance of third-party carriers and the continuity of upstream harvesting activities in the DRC. Since 2025, we have engaged independent trucking providers on a case-by-case basis and no longer rely on Auronova for inland transportation. Carrier performance and availability may be affected by fuel-price fluctuations, security incidents, infrastructure limitations, equipment shortages or increased demand from other exporters. Any failure by these logistics providers to meet required timelines or service levels could result in delays, increased costs or failure to meet customer delivery schedules.

Our supply chain is also subject to disruptions from adverse weather conditions, seasonal limitations, regulatory restrictions and operational challenges affecting our suppliers. Harvesting volumes in the DRC are typically reduced during the rainy season from October through February, and although production often increases during the drier months, there is no assurance that such increases will consistently offset seasonal shortfalls or that harvesting will resume on schedule. Delays in upstream harvesting, inland transportation or export clearance may impair our ability to secure logs in the quantities or timeframe required by customers.

Any significant disruption or delay in our ability to procure or deliver logs may result in order cancellations, reduced sales, loss of customers or potential contractual or regulatory consequences. Because our reputation is built on our ability to supply quality African hardwood logs reliably and on time, repeated or severe delays, including those arising from circumstances beyond our control, may cause negative publicity or loss of customer confidence, and could materially and adversely affect our business, financial condition, results of operations and prospects.

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 exposed to claims arising from defects or non-compliance in the logs we supply, but we have implemented stringent quality control procedures to mitigate such risks.

Although we do not engage in the processing or end-use application of the logs we trade, we may still be subject to claims if the logs we supply are alleged to be defective, degraded, or not in conformity with customer specifications. Such claims, whether or not ultimately successful, may arise in the event of physical defects (such as decay, wormholes, or structural weaknesses), non-compliance with expected dimensions, or alleged misrepresentations regarding log origin or quality.

We are committed to maintaining high standards of quality across all stages of our business and have implemented stringent quality control procedures to minimize such risks. Our quality control measures primarily include physical inspection of the logs upon arrival at our log yard, where we assess for defects and verify that the logs meet size and quality specifications. Each shipment must be accompanied by a Certificate of Phytosanitary and a Certificate of Origin issued by the concession holder, verifying that the logs were legally harvested and comply with applicable environmental and forestry regulations in the DRC. In addition, we have personnel stationed in the DRC who closely monitor ongoing log quality and maintain active communication with our suppliers. We proactively engage with customers to ensure alignment with their requirements and track post-delivery feedback to improve our processes. To date, we have not experienced any significant customer complaints related to product quality.

Despite our robust quality control protocols, we cannot guarantee that every defect or issue can be prevented or detected. If any claims are not covered by our insurance or exceed coverage limits, or if insurers contest such claims, we may be required to bear the associated costs, which could have a material adverse impact on our business, financial condition, and results of operations.

We face competition from other concession operators and log exporters in the DRC, and increasing competition may erode our competitive advantages, reduce our margins or adversely affect our financial performance.

The hardwood log trading industry is evolving and may become increasingly competitive. Existing traders such as IFCO, SODEFOR, EXOTT Srl, Eastern Lumber, Timberline APS, and marketing arms of operators in DRC such as Wan Peng, Booming Green and Castor — harvest, source or export hardwood species and may expand their product offerings, concession rights, production capacity or export capabilities. New entrants may also enter the market, and upstream concession holders or distributors may develop their own direct export channels.

Some competitors may possess advantages such as larger financial resources, stronger industry networks, broader procurement portfolios, or more extensive downstream customer relationships. If competitors gain access to similar species, offer more competitive pricing, provide faster or more reliable logistics, or secure direct relationships with our existing or potential customers, we may experience loss of market share, reduced sales volumes, pricing pressure or margin compression. Increased competition may also limit our ability to pass on cost increases or require additional investment to maintain our market position. Any intensification of competitive pressures in the DRC or in our destination markets could materially and adversely affect our business, financial condition, results of operations and prospects.

We do not own any forest concessions, processing facilities or proprietary technology, which limits our control over supply and may weaken our competitiveness.

Our operations focus on trading, inspection, logistics coordination and sales. We do not own forest concessions, processing plants or transportation assets, and therefore have limited control over harvesting volumes, species availability, processing quality or production schedules. As a result, we depend on third-party concession operators and processors for upstream supply and on independent carriers for inland and ocean transportation.

Competitors with integrated operations — including those that own concessions, conduct their own processing or control transportation assets — may secure more consistent supply, achieve lower unit costs, offer greater product variety or respond more quickly to changes in market demand. Our lack of upstream ownership and processing capabilities may therefore place us at a competitive disadvantage and expose us to supply-chain constraints outside our control, which could adversely affect our business, margins and growth prospects.

We are exposed to the credit risks of our customers.

We extend credit terms to some of our customers and typically grant them credit terms of up to 90 days. Our average accounts receivable turnover days were approximately 10.2 days and 4.4 days for the financial year ended June 30, 2024 and June 30, 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, 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 vulnerable to supply chain interruptions, transportation disruptions and force majeure events, any of which could materially and adversely affect our operations.

We rely on third-party providers for harvesting, inland trucking, river transport, port handling and ocean freight, and our supply chain depends heavily on operations within the DRC. Our logistics network is exposed to a wide range of risks, including delays in inland transportation, port congestion, vessel shortages, infrastructure failures, adverse weather conditions, seasonal river-level fluctuations, regulatory checks, and local unrest.

In addition, the Supplier Agreement contains standard force majeure provisions covering events such as war, fire, flood and other certified disruptions. The DRC is vulnerable to flooding, political instability, labor unrest, transportation breakdowns and logistical bottlenecks. A significant or prolonged force majeure event affecting harvesting, transport routes or export clearance could halt or severely delay supply and impair our ability to fulfil customer orders.

Other supply chain risks may arise from:

•        failures by third-party logistics providers to meet timelines or required standards;

•        increased fuel, freight or insurance costs;

•        regulatory changes affecting customs clearance or export documentation; and

•        geopolitical or economic disruptions in the DRC or destination markets.

Although we have not experienced material supply chain interruptions in recent years, there is no assurance that such disruptions will not occur in the future. A significant delay, cost increase or supply interruption could reduce our ability to deliver products to customers on schedule or at contracted specifications, potentially harming customer relationships, reducing sales volumes and adversely affecting our financial performance. Contractual remedies under the Supplier Agreement, such as refund obligations in force majeure circumstances, may not compensate us for lost business opportunities, reputational damage or operational delays.

We may be exposed to cybersecurity risks, and any data breach or system disruption could adversely affect our operations.

Our business model does not heavily rely on third-party software or services, particularly those that are directly integrated into our products or operations. This reduces our dependency on external technology and lessens the potential impact of cybersecurity breaches or disruptions originating from these third-party entities. While data breaches and operational disruptions can still occur, our operations process allows for alternative methods of product distribution and customer service, reducing the overall impact of cybersecurity related incidents on our operations. Despite our perception of the lower risk of cybersecurity related incidents materially affecting our operations, we plan to prioritize the implementation of cybersecurity measures to maintain a secure and reliable business environment. For example, we plan to (i) conduct more rigorous assessments of potential suppliers’ cybersecurity practices, including penetration testing and vulnerability assessments; (ii) incorporate cybersecurity clauses into our business contracts; (iii) include specific security requirements and data protection protocols in our vendor contracts to ensure consistent cybersecurity standards across our supply chain; (iv) educate our employees on cybersecurity threats by providing training for employees to recognize and report phishing attempts, social engineering tactics, and other cyber threats; and (v) implement cybersecurity awareness tools and simulations to test employees’ knowledge and response to potential threats. By implementing these measures, we believe that our ability to respond to and recover from any eventual cybersecurity incidents will be enhanced.

We and our customers may not be able to obtain or maintain the regulatory approvals, permits or certifications required for the import, export or use of our hardwood logs, which may disrupt our operations or reduce demand for our products.

The import, export and use of African hardwood logs are subject to extensive regulatory requirements in the DRC and in the jurisdictions where our customers operate. These may include import permits, certificates of origin, phytosanitary certificates, legality-verification documents and evidence of sustainable or responsible sourcing. Failure by us, our suppliers or our customers to obtain or maintain these approvals may delay or prevent shipment, restrict the ability of customers to use or resell our products, or result in seizure, rejection or destruction of goods at the port of entry.

We rely on Auronova to provide required documentation, including Certificates of Phytosanitary and Certificates of Origin, to demonstrate that logs originate from authorized concessions and comply with DRC environmental and forestry regulations. If any documentation is incomplete, delayed, inaccurate or inconsistent with importing-country requirements, affected shipments may be held, denied entry or subjected to additional inspection or penalties.

Regulatory regimes governing the trade in tropical hardwood continue to evolve. Certain jurisdictions, particularly in Europe and Asia, are increasing scrutiny over timber legality, sustainability and traceability and may impose stricter import controls, sanctions, endangered-species restrictions or mandatory certification requirements, such as FSC or other legality-verification systems. If such requirements become more stringent, we or our customers may incur higher compliance costs or face difficulties meeting new standards, and some markets may become uneconomical or inaccessible. Any failure to meet applicable regulatory or certification requirements, or any adverse changes in those

requirements, could disrupt our operations, impair customer relationships, reduce demand for our products or result in regulatory penalties, reputational harm or loss of revenue. Compliance with evolving regulatory expectations may also increase our operating costs, and if such costs become significant or impracticable, our business, financial condition and results of operations may 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, regulations, and policies relating to the protection of the environment and to workplace health and safety. We are required to adopt measures to control the discharge of polluting matters, wastewater discharge and hazardous substances, and noise at our storage facilities in accordance with such applicable laws and regulations and to implement such measures that ensure the safety and health of our employees. Changes to current laws, regulations, or policies or the imposition of new laws, regulations, and policies in the logs trading industry could impose new restrictions or prohibitions on our current practices. We may incur significant costs and expenses and need to budget additional resources to comply with any such requirements, which may have a material and adverse effect on our business, financial condition, results of operations, and prospects.

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 equipment due to fire, theft, or other natural disasters in Singapore or the DRC. Such events may also cause a disruption or cessation in our business operations, and thus may adversely affect our financial results. Our insurance coverage may not be sufficient to cover all of our potential losses. If there are losses that exceed the insurance coverage or are not covered by our insurance policies, we will remain liable for any liability, debt, or other financial obligation related to such losses. We do not have any insurance coverage for business interruptions.

Due to the nature of our operations, there is also a risk of accidents occurring either to our employees or to third parties on our customers’ job sites during the course of operations. In the event that any claims arise in respect of such occurrences and liability for such claims are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses which may adversely affect our profitability and financial position.

Any inability to maintain the quality standards expected by our customers or any negative publicity relating to our products, sourcing practices or service levels may harm our reputation and reduce demand for our products.

Our customers expect consistency in species, dimensions and overall quality of the logs and sawn timber they purchase. Although we conduct inspections at our yard, we rely on supplier grading, upstream sorting practices and ATIBT measurement standards. If logs delivered from the concession exhibit defects, inconsistencies or inadequate sizes, or if our inspections fail to detect such issues, we may face customer complaints, return requests, price concessions or order cancellations. Because a significant portion of our customer relationships is built through referrals and word of mouth, customer dissatisfaction can have an amplified impact on our ability to acquire and retain customers.

In addition, as a participant in the timber industry, we may be subject to negative publicity relating to product quality, shipment delays, sourcing practices, environmental or sustainability concerns or other allegations, regardless of whether such claims are accurate. Negative reports or commentary in trade publications, online forums, or media outlets may damage our reputation, reduce consumer trust and make it more difficult to attract new customers or maintain existing relationships. Any deterioration in product quality, failure to address customer complaints, or negative publicity concerning our products or operations could materially and adversely affect our business, reputation, financial condition and results of operations.

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 diversification initiatives, business strategies or future plans, and we may require additional working capital and financing that may not be available on acceptable terms.

As part of our growth strategy, we have diversified beyond African hardwood logs by introducing European Ash sawn timber in fiscal year 2025 and intend to expand into additional processed wood products. We also may pursue selective acquisitions, joint ventures and strategic collaborations, as well as enhancements to our sourcing, storage, logistics and processing capabilities. These initiatives require the establishment of new supplier relationships, additional quality-control processes, increased working-capital commitments and the development of new sales channels and customer relationships.

There is no assurance that any new product categories, processing initiatives or strategic expansion plans will achieve the expected sales volumes, margins or operational benefits. Demand for sawn timber products may be lower than anticipated, supply availability may fluctuate, and we may encounter sourcing, operational, regulatory or market-development challenges. Any acquisition or joint venture may require significant integration efforts, capital investment and management attention, and may not yield the expected synergies or returns.

The implementation of our business strategies, including market expansion into India, Europe and the Middle East, growth in our logistics capabilities, and increased inventory turnover, may also require substantial working capital and financial resources. For example, upstream supply arrangements may require additional deposits or prepayments, including the existing $2.0 million deposit under the Supplier Agreement. If we are unable to obtain additional financing, whether through debt, equity or other sources, on favorable terms or at all, we may be unable to expand into new markets, introduce new product categories, or scale our logistics and operational capabilities. If new product lines fail to gain market acceptance, if our strategic initiatives do not perform as expected, or if we are unable to effectively manage associated costs and financing requirements, we may be unable to recover our investment costs, and our business, financial condition, results of operations and prospects may be materially and adversely affected.

We are exposed to logistics-related risks, including fluctuations in inland and ocean freight costs, carrier availability and global shipping disruptions, particularly as we expand our delivery options, including our CNF model.

Although Yard-delivery is currently our primary delivery mode, we also arrange inland transportation for FOB Matadi deliveries and offer CNF shipping for customers who require ocean freight services. Inland transport and ocean freight rates are subject to volatility caused by fuel-cost fluctuations, seasonal vessel shortages, port congestion, labor disruptions, regulatory changes, geopolitical tensions, and global supply chain disruptions. These factors can increase our logistics costs, reduce carrier availability or delay shipments.

Any significant increase in inland or ocean freight costs may reduce our margins, particularly where customer pricing cannot be adjusted promptly. Alternatively, if we increase our prices to pass through higher logistics expenses, we may lose customers to competitors offering more cost-effective or reliable delivery options. Disruptions in global shipping routes or port operations may also delay customer deliveries, impair fulfillment timelines and negatively affect customer relationships. Any of these developments could materially and adversely affect our business, financial condition and results of operations.

We may not be able to successfully execute our plans for market expansion into India, Europe and the Middle East, which may limit our growth prospects.

As part of our growth strategy, we intend to expand our sales into new markets, including India, Europe and the broader Middle East. Expansion into new jurisdictions requires additional logistics coordination, market development, regulatory compliance and financing resources. We may face unfamiliar local regulations governing timber imports, product standards or documentation requirements, as well as competition from established regional distributors or suppliers with deeper market knowledge.

Establishing distribution channels, customer relationships and reliable logistics routes in new markets may take longer than expected or may not be commercially successful. We may also incur additional working-capital requirements, marketing expenses or operational costs without achieving the anticipated sales volumes or margins. If we are unable to effectively enter or compete in these new markets, our future revenue growth and long-term expansion plans may be limited.

Because we operate in the timber industry, we are exposed to risks associated with environmental regulations, global sustainability trends and increasing scrutiny over hardwood sourcing.

Global buyers, regulators and industry groups are placing greater emphasis on sustainability, traceability and responsible forest management. As consumer preferences evolve and environmental standards tighten, customers in key markets may increasingly require hardwood products to be sourced from certified or independently verified suppliers. Our current suppliers do not hold FSC certification, and while SCIBOIS has indicated its intention to apply for such certification by the end of 2026, there is no assurance that any certification will be granted or maintained. If customers begin to require FSC-certified or similarly accredited products, we may lose sales opportunities or access to certain markets.

In addition, global initiatives intended to monitor, restrict or regulate trade in tropical hardwood — including enhanced documentation requirements, legality-verification systems, import controls, carbon-related regulations and trade restrictions — may impose additional compliance obligations or increase the cost and complexity of sourcing hardwood logs from the DRC. If such measures result in higher compliance costs for our suppliers or for us, restrict the availability of certain species, or delay export approvals, our supply chain reliability, margins and customer relationships may be adversely affected. Any tightening of environmental or sustainability expectations in our destination markets, or the inability of our suppliers to meet such standards, could materially and adversely affect our business, financial condition and results of operations.

Foreign exchange fluctuations could adversely affect our results of operations and financial condition

Although a substantial portion of our procurement and sales is denominated in U.S. dollars, certain logistics charges, employee compensation, and other operating expenses are incurred in currencies other than U.S. dollars. As a result, fluctuations in foreign exchange rates may increase our operating costs, affect our margins, and impact our working capital requirements. Changes in exchange rates could cause our expenses denominated in foreign currencies to increase relative to our U.S. dollar — denominated revenues, which could adversely affect our results of operations. In addition, foreign currency volatility may increase the unpredictability of our cash flows and financial performance. We currently do not engage in hedging or other derivative transactions to manage foreign exchange risk. As a result, we remain exposed to exchange-rate movements, and there can be no assurance that future currency fluctuations will not have a material adverse effect on our business, financial condition, or results of operations.

Seasonal conditions in the DRC could adversely affect our supply chain and results of operations

Certain aspects of our supply chain are subject to seasonal conditions. In particular, log harvesting activities in the DRC generally slow during the rainy season, which typically occurs from October through February. Reduced harvesting activity during this period could, in certain circumstances, limit the availability of raw materials and affect the timing of deliveries. Although, based on management’s assessment of historical operating results, we have not experienced material seasonality in our operations or financial performance, there can be no assurance that seasonal conditions will not adversely affect our business in the future. Extended or unusually severe rainy seasons, disruptions to supplier operations, or other weather-related factors could increase costs, delay deliveries, or otherwise adversely affect our results of operations. Our ability to manage these potential impacts depends in part on supplier capacity, inventory planning, and market conditions, and any failure to effectively manage seasonal fluctuations could have a material adverse effect on our business, financial condition, or results of operations.

Risks Related 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 Nasdaq which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

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

If Nasdaq 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 Nasdaq, 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 Nasdaq, 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 Singapore that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

•        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 Singapore law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. 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.

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 $3.296 per Class A Ordinary Share, representing the difference between our as adjusted net tangible book value per Class A Ordinary Share of $0.704 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 $4.00 per Class A Ordinary Share (being the low end of the initial public offering price range) and assuming a full exercise of the 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. Her interests may not be aligned with the interests of our other shareholders, and she could prevent or cause a change of control or other transactions.

Immediately prior to the completion of this offering, our Chief Executive Officer and Executive Director, Ms. Yu Jin, beneficially owns an aggregate of approximately 70% of our issued and outstanding Class A Ordinary Shares and 100% of our issued and outstanding Class B Ordinary Shares. Upon completion of this offering, Ms. Yu Jin will beneficially own 49.41% of our issued and outstanding Class A Ordinary Shares, assuming the underwriters do not exercise their over-allotment option, and 100% of our issued and outstanding Class B Ordinary Shares, representing 96.65% of the total voting power.

Accordingly, she, as our controlling shareholder, will have the ability to determine the outcome of all matters submitted to our 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 Amended and Restated Memorandum and Articles of Association, (v) whether to issue additional shares, including to her, (vi) employment, including compensation arrangements, and (vii) the power to prevent or cause a change in control. The interests of our controlling 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. In addition, this may have anti-takeover effects and may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our 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 Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Our Chief Executive Officer and executive director, Ms. Yu Jin, will through Zenith Lord Limited own a majority of the voting power of our issued and outstanding Ordinary Shares. Under the Rule 4350(c) of the Nasdaq Capital Market, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We do not plan to rely on these exemptions, but we may elect to do so after we complete this offering. If we do rely on these exemptions, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

As a 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 Nasdaq corporate governance listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

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

These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of Nasdaq. Currently, we do not plan to rely on home country practice with respect to any corporate governance matter. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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 a Cayman Islands company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, 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 mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we do not plan to rely on home country practice with respect to any corporate governance matter. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board or our controlling shareholder than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

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

We are a Cayman Islands company. Our operating subsidiaries were incorporated and are located in Singapore. Substantially all of our assets are located outside of the United States. In addition, all of our current Directors, Independent Director Nominees (other than Mr. Kenneth Kei Biu Cheng, who is a U.S. resident), and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons (other than Mr. Cheng) are located outside 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 Singapore may render you unable to enforce a judgment against our assets or the assets of our Directors and officers. For more information regarding the relevant laws of the Cayman Islands and Singapore, 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.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our Amended and Restated Articles of Association allow one or more of our shareholders who together hold not less than 10% of the rights to vote to requisition a general meeting of our shareholders, in which case our board is obliged to call such meeting. Advance notice of not less than ten clear days is required for the convening of any of our general meeting. A quorum required for a general meeting is one or more holders holding shares that represent not less than one-third of the outstanding shares in the Company entitled to vote at such general meeting of the Company.

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

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq listing standards that allow us to follow Cayman Islands law for certain governance matters. Certain corporate governance practices in the Cayman Islands may differ significantly from corporate governance listing standards as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. Currently, we do not intend to rely on home country practice with respect to our corporate governance after we complete with this offering. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers.

***

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

Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” conducting a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. There are nine designated “relevant activities” under the ES Act, and for so long as our Company is carrying on activities which falls within any of the designated relevant activities, it shall comply with all applicable requirements under the ES Act. If the only business activity that the Company carries on is to hold equity participation in other entities and only earns dividends and capital gains, then based on the current interpretation of the ES Act, our Company is a “pure equity holding company” and will therefore only be subject to the minimum substance requirements, which require us to (i) comply with all applicable requirements under the Companies Act and (ii) have adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

We are an emerging growth company 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 Nasdaq Capital Market. 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.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. As of the date of this prospectus, only one of our Directors and Independent Director Nominees, Mr. Kenneth Kei Biu Cheng, is a U.S. resident, and none of our executive officers are U.S. citizens or residents. Accordingly, we currently satisfy the requirements to qualify as a foreign private issuer. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the full provisions of Section 16 of the Exchange Act, including the short-swing profit recovery provisions of Section 16(b) and the short-sale restrictions of Section 16(c), whereas currently only our directors and executive officers are subject to the reporting requirements of Section 16(a). In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer.

Our compensation of directors and officers may not be publicly available.

Under Cayman Islands law, the Company is not required to disclose compensation paid to our senior management on an individual basis and the Company has not otherwise publicly disclosed this information elsewhere. The executive officers, directors and management of the Company receive fixed and variable compensation. They also receive benefits in line with market practice. The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses and awards of shares (or the cash equivalent). Cash bonuses are paid to executive officers and members of management based on previously agreed targets for the business. Shares (or the cash equivalent) are awarded under share options.

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 our controlling shareholder than they would as public shareholders of a company incorporated in the United States.

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

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

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

Further issuances of Class B Ordinary Shares may result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares as a total proportion of Ordinary Shares in the Company.

The Company may issue more Class B Ordinary Shares. The issuance of additional Class B Ordinary Shares may result in dilution to holders of our Class A Ordinary Shares. Each Class A Ordinary Share entitles its holder to one (1) vote per share, while each Class B Ordinary Share entitles its holder to twenty (20) votes per share. As a result, holders of Class B Ordinary Shares have significantly greater voting power than holders of Class A Ordinary Shares. Because of this significantly greater voting power, Class B Ordinary Shareholders have the ability to control the outcome of all matters submitted to our shareholders for approval, including the election and removal of directors, amendments to our amended and restated memorandum and articles of association, and the approval of mergers, consolidations, sales of all or substantially all of our assets and other major corporate transactions, including a change in control. If we decide to issue more Class B Ordinary Shares, it would have the effect of increasing the overall voting power of Class B Ordinary Shareholders relative to Class A Ordinary Shareholders, thereby diminishing the influence and control of Class A Ordinary Shareholders over our company’s affairs.

This dilution in voting power could impact the ability of Class A Ordinary Shareholders to influence important corporate decisions, including those related to corporate governance, mergers, acquisitions, and other significant transactions. It may also result in decisions that are not aligned with the interests of Class A Ordinary Shareholders. Our dual-class share structure may also have anti-takeover effects. It may discourage, delay or prevent a change in control transaction that holders of Class A Ordinary Shares might consider to be in their best interests, including transactions in which holders of Class A Ordinary Shares might otherwise receive a premium for their shares.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is a 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.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers of our Company (other than Mr. Kenneth Kei Biu Cheng, who resides in the United States) reside outside the United States and substantially all of their assets (other than those of Mr. Cheng) are located outside 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. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. Mr. Kenneth Kei Biu Cheng, who serves as one of our Independent Director Nominees, is a U.S. resident, and accordingly service of process may be effected against him within the United States, and judgments of United States courts obtained against him may be enforceable against his assets located in the United States.

Cayman Islands

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; and (e) the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

•        the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provide significantly less protection to investors; and

•        Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated.

We have been advised by Ogier, our Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would:

•        recognize or enforce judgments of courts of the United States against us or our directors or officers predicated upon the civil liability provisions of securities laws of the United States or any state in the United States; and

•        entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have also been advised by Ogier that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

1.      is given by a foreign court of competent jurisdiction;

2.      imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

3.      is final and conclusive;

4.      is not in respect of taxes, a fine or a penalty;

5.      was not obtained by fraud; and

6.      is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. As the courts of the Cayman Islands have yet to rule on making such a determination, it is uncertain whether such civil liability judgments from United States courts would be enforceable in the Cayman Islands. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Singapore

There is uncertainty as to whether the courts of Singapore would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Singapore against us or our directors or officers predicated upon the securities laws of the United States.

Under Singapore law, a foreign judgement may be enforced either under the Reciprocal Enforcement of Foreign Judgements Act 1959 (“REFJA”), or if outside the scope of REFJA, under common law. There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore.

In making a determination as to enforceability of a foreign judgment under common law, subject to the Singapore courts having jurisdiction over the judgment debtor, the Singapore courts would have regard to whether (i) the foreign judgment was final and conclusive on the parties according to the law under which the foreign judgement was granted; (ii) it has been decided on the merits of the case; (iii) it was given by a court of law of competent jurisdiction in civil proceedings; (iv) it is a judgement for a fixed or ascertainable sum of money; (v) the foreign court had transnational or international jurisdiction over the party sought to be bound at the time of the commencement of the foreign proceedings; and (vi) there are no applicable defences to its recognition. The Singapore courts are unlikely to enforce a foreign judgment if (i) the foreign judgment was obtained by fraud; (ii) the proceedings in which the foreign judgment was obtained was not conducted in accordance with principles of natural justice; (iii) the enforcement of the foreign judgment would be contrary to the public policy of Singapore; (iv) the foreign judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore; or (v) the foreign judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision.

USE OF PROCEEDS

We expect to receive approximately $21.8 million of net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use the net proceeds from this offering for the following purposes:

Expansion of product portfolio and inventory procurement

We intend to allocate approximately 35% of the net proceeds to expanding our product portfolio and strengthening inventory procurement. This includes increasing the range and volume of African hardwood species sourced from our suppliers and expanding our sawn timber offerings, such as European Ash. These investments are intended to improve order-fulfillment capability, reduce lead times, and support sales growth across our key markets.

Market expansion and sales development

We intend to allocate approximately 20% of the net proceeds to market expansion initiatives, including sales development efforts in Vietnam, Japan, Dubai, India, Europe and other Middle Eastern markets. These proceeds will be used for marketing campaigns, customer acquisition activities, and developing local commercial relationships to broaden our geographic sales footprint.

Supply chain, logistics and operational enhancement

We plan to allocate approximately 20% of the net proceeds to enhancing our supply chain and upstream logistics capabilities, including working capital to support transportation, yard operations, inspection processes, and third-party logistics arrangements. These enhancements will help strengthen our procurement reliability and improve overall operational efficiency.

General working capital and corporate purposes

We intend to use the remaining balance of the net proceeds for general working capital and other general corporate purposes.

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 completion of the corporate reorganization completed on October 18, 2025; and (ii) the issuance and sale of 6,250,000 Class A Ordinary Shares in this offering at an initial public offering price of $4.00 per Class A Ordinary Share (being the low end of the initial public offering price range), after deducting underwriting discounts and estimated offering expenses payable by us.

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 consolidated financial statements and related notes included elsewhere in this prospectus.

____________

(1)      Reflects the sale of ordinary shares in this offering (excluding any ordinary share that may be sold as a result of the underwriter exercising its over-allotment option) at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, estimated offering expenses payable by us and advisory fees. We estimate that such net proceeds will be approximately $21,825,000.

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

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 per share. 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 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 outstanding Class A Ordinary Shares and Class B Ordinary Shares. Although the Class B Ordinary Shares do not carry economic rights, they are outstanding ordinary shares of the Company. Accordingly, for purposes of the net tangible book value per share and dilution calculations presented in this section, the Company has included both Class A Ordinary Shares and Class B Ordinary Shares in the share count.

Our historical net tangible book value as of December 31, 2025 was approximately $3,677,188, or $0.123 per share, based on 15,000,000 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares outstanding as of such date. After giving effect to the sale of 6,250,000 Class A Ordinary Shares in this offering by the Company at an initial public offering price of $4.00 per Class A Ordinary Share, after deducting $1,625,000 in underwriting discounts and commissions, a non-accountable expense allowance of $250,000 and estimated offering expenses payable by the Company of approximately $1,300,000, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately $0.704 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.581 per share to our existing stockholders and an immediate dilution of $3.296 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 $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per Class A Ordinary Share, which is the low end of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share by $0.159, and increase (decrease) dilution to new investors by $0.841 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 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 $0.779 per share, the increase in net tangible book value to existing shareholders would be $0.656 per share, and the dilution to new investors would be $3.221 per share, in each case assuming an initial public offering price of $4.00 per share, which is the midpoint 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 and Class B Ordinary Shares purchased from us, the total consideration paid and the average price per ordinary share before deducting the estimated commissions to the underwriter and the estimated offering expenses payable by us.

____________

(1)      The Class B Ordinary Shares carry voting rights only (twenty (20) votes per share) and are not entitled to any dividends or other distributions, whether in cash or otherwise, including any distribution of the Company’s assets upon a liquidation or winding up of the Company, and are not convertible into Class A Ordinary Shares. Although the Class B Ordinary Shares do not carry economic rights, they are outstanding ordinary shares of the Company. Accordingly, for purposes of the net tangible book value per share and dilution calculations presented above, the Company has included both Class A Ordinary Shares and Class B Ordinary Shares in the share count. The total consideration for the Class B Ordinary Shares is US$150, at a price of US$0.00001 per Class B 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.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. This discussion and analysis is intended to provide a narrative explanation of our financial statements that enables investors to see our business through the eyes of management. Unless otherwise indicated, all amounts included herein with respect to the fiscal years ended June 30, 2024, and June 30, 2025, are derived from our audited consolidated financial statements included elsewhere in this prospectus, and the amounts included herein with respect to the six months ended December 31, 2024 and 2025 are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. Our financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

OVERVIEW

FF Global Holdings Ltd. (“FF Global” or the “Company”) is a Cayman Islands exempted company incorporated on July 18, 2025. The Company was formed to serve as the holding company of our group and the listing vehicle for our proposed initial public offering. The Company, together with its subsidiaries, is referred to in this prospectus as the “Group,” “our Group,” “we,” “us” or “our.” We conduct substantially all of our business operations through Future Faith Pte. Ltd. (“FFPL”), our indirect wholly owned Singapore operating subsidiary. As a holding company, FF Global does not conduct substantive operating activities of its own and depends on the business, financial condition and results of operations of FFPL.

Our Group is principally engaged in the trading of premium African hardwood logs sourced from natural forests within government-authorized concession areas in the Democratic Republic of the Congo (“DRC”). We supply these African hardwood logs primarily to customers in Mainland China, Hong Kong, Vietnam and Dubai. In the second half of fiscal year 2025, we broadened our product offerings by introducing sawn timber, specifically European Ash sawn timber sourced from a third-party processor in Vietnam. This addition allows us to address customer demand for sawn timber and facilitated our entry into Japan, a market where sawn timber is generally preferred over raw logs.

We source our African hardwood logs primarily from Auronova Limited (“Auronova”), the sole distributor appointed by SCIBOIS Co. Ltd. (“SCIBOIS”), which manages forest concession No. 020/11 covering approximately 234,862 hectares in the Equator Province of northwestern DRC. Auronova supplied 100% of our African hardwood log purchases in fiscal year 2024, approximately 91.9% in fiscal year 2025 and approximately 74.6% of our total cost of revenue for the six months ended December 31, 2025. During fiscal year 2025, a timber trading entity in Hong Kong accounted for approximately 1.7% of our cost of materials and supplied additional African hardwood logs, while the approximately 6.4% of our procurement related to European Ash sawn timber sourced from established third-party processors in Vietnam. For the six months ended December 31, 2025, procurement related to European Ash sawn timber accounted for approximately 16.0% of total cost of revenue, while the remaining 9.4% was attributable to logistics and related costs.

Our customer base consists of log traders, wood-processing companies, manufacturers and trading entities across Asia and the Middle East. In fiscal year 2024, our revenue was highly concentrated, with one major customer in Mainland China and one major customer in Hong Kong together accounting for approximately 96.1% of our total revenue. In fiscal year 2025, orders previously placed by our major customer in Mainland China were consolidated and routed through our major customer in Hong Kong, resulting in the Hong Kong-based customer accounting for approximately 76.0% of our revenue for the year. Revenue from a customer in Vietnam increased from 3.9% of total revenue in fiscal year 2024 to 18.2% in fiscal year 2025, reflecting increased demand from local manufacturers. Sales to a customer in Dubai contributed 0.4% of revenue in fiscal year 2025. Sales of European Ash sawn timber to a customer in Japan contributed 5.4% of revenue in fiscal year 2025, marking our initial entry into the Japanese market. For the six months ended December 31, 2025, revenue contribution from our Hong Kong-based customer decreased to approximately 61.4%, while revenue from Vietnam increased to approximately 24.8% and revenue from Japan increased to approximately 13.8%, demonstrating our increasing geographic diversification and reduced reliance on a single market.

Our revenue remained relatively stable at approximately $9.3 million in each of fiscal years 2024 and 2025. Although total revenue was largely unchanged, the composition of revenue shifted in fiscal year 2025, with African hardwood logs accounting for 94.6% of revenue and European Ash sawn timber accounting for 5.4% of revenue. Net income increased from approximately $0.8 million in fiscal year 2024 to approximately $1.2 million in fiscal year 2025, representing an increase of approximately 37.4%, primarily due to (i) the elimination of freight costs and improved pricing following our transition to yard-delivery arrangements, and (ii) higher sales volumes supported by broader product availability. Total sales volume increased from 33,280 m³ in fiscal year 2024 to 46,131 m³ in fiscal year 2025, representing an increase of 38.6%. For the six months ended December 31, 2025, our revenue increased by 25.7% to approximately $6.0 million from approximately $4.8 million for the six months ended December 31, 2024, primarily driven by higher sales activity and the increased contribution from sawn timber products. Gross profit increased by 23.7% to approximately $1.3 million from approximately $1.0 million over the same period. Net income increased by 38.0% to approximately $0.8 million from approximately $0.6 million over the same period, primarily due to increased revenue and the recognition of an income tax benefit, partially offset by higher operating expenses.

Our business strategy is oriented toward expanding our presence across the timber value chain through four principal initiatives: (i) strengthening vertical supply chain integration by improving logistics, diversifying sourcing channels and assessing potential downstream processing opportunities in Vietnam; (ii) expanding our product portfolio beyond African hardwood logs to include sawn timber and other hardwood products; (iii) growing our international sales network by increasing market penetration in Vietnam, Dubai and Japan and entering additional markets such as India, Europe and the broader Middle East; and (iv) evaluating potential acquisitions, joint ventures and strategic partnerships to support sourcing resilience and geographic expansion. We currently have no definitive plans, agreements or commitments with respect to any acquisition, joint venture or strategic partnership.

We work closely with our suppliers to maintain product traceability in accordance with applicable forestry regulations. We also assist customers with shipping and logistics arrangements when requested. In addition, our financing capability allows us to manage timing differences between supplier payment terms and customer credit periods, supporting the continuity of our operating activities.

ACCOUNTING PREDECESSOR & BASIS OF PRESENTATION

FF Global Holdings Ltd. (“FF Global” or the “Company”) was incorporated in the Cayman Islands on July 18, 2025, for the purpose of serving as the holding company of our group and listing vehicle for our proposed initial public offering.

On October 18, 2025, we completed a reorganization of our corporate structure through a series of transactions under common control, pursuant to which FF Global became the ultimate holding company of FFPL. As part of the reorganization, Yu Jin and Li Zeng transferred all of their respective equity interests in FFPL to FF Global (BVI) Ltd., a wholly owned subsidiary of FF Global. In consideration of such transfer, FF Global issued an aggregate of 15,000,000 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares, each with a par value of US$0.00001 per share, to Zenith Lord Limited and FF Global Group Limited. Upon completion of the reorganization, FFPL became an indirect wholly owned subsidiary of FF Global.

The reorganization has been accounted for as a reorganization of entities under common control. Before and after the reorganization, FF Global and its subsidiaries were effectively controlled by the same shareholders. Accordingly, the reorganization did not result in a change in the basis of accounting for the assets and liabilities of FFPL, and no goodwill or other purchase accounting adjustments were recorded.

Although FF Global and FF Global (BVI) Ltd. were incorporated after the beginning of the periods presented and had no substantive operations prior to the reorganization, the accompanying consolidated financial statements have been prepared as if the current group structure had been in existence as of the beginning of the earliest period presented. Accordingly, the historical results of operations, financial position and cash flows of FFPL, the Group’s Singapore operating subsidiary and accounting predecessor, are reflected in the consolidated financial statements of FF Global and its subsidiaries for all periods presented.

The term “accounting predecessor” is used because FFPL conducted the historical operating business of the Group prior to the completion of the reorganization. Because FF Global and FF Global (BVI) Ltd. had no substantive operations prior to the reorganization, the historical operating results presented in the consolidated financial statements are substantially those of FFPL, presented on a consolidated basis under FF Global as the parent company after giving retroactive effect to the reorganization.

The Company has retroactively adjusted all share and per share data, as applicable, for all periods presented to reflect the share subdivision and capital structure implemented in connection with the reorganization.

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “we,” “us,” “our” and the “Company” refer to FF Global Holdings Ltd., and references to the “Group” refer to FF Global Holdings Ltd. and its consolidated subsidiaries, for all periods presented.

BUSINESS MODEL AND STRATEGIC POSITIONING

We operate a timber trading business that sources African hardwood logs from the Democratic Republic of the Congo (“DRC”) and supplies customers across Asia and the Middle East. Our historical results reflect the execution of this trading model through our long-term upstream sourcing arrangements and customer-driven delivery structures, as described in the “Business” section. The discussion below focuses on management’s strategic priorities and how they relate to our historical performance and future operating considerations.

•        Vertical Supply Chain Integration

Our historical financial results are supported by a concentrated upstream sourcing model that provides reliable access to African hardwood logs and visibility over procurement costs. From a strategic perspective, management continuously evaluates opportunities to enhance supply-chain resilience and operational efficiency, including logistics optimization and alternative delivery structures. These evaluations are intended to improve cost discipline, visibility and flexibility over time. However, as of June 30, 2025, such initiatives remain under assessment, and our historical results do not reflect any material changes to our existing sourcing or logistics framework.

•        Product Portfolio Diversification

While African hardwood logs remain our core revenue contributor, we introduced European Ash sawn timber in fiscal year 2025 to address customer demand in markets that favor sawn timber. Management views this initiative as an early-stage diversification effort rather than a shift in our core business model. The financial impact of sawn timber on our results of operations to date has been modest and is reflected in the revenue mix and margin profile for fiscal year 2025. We do not currently view sawn timber as a higher-margin substitute for African hardwood logs; instead, it serves as a complementary product that facilitates entry into markets where regulatory, logistical or customer preferences favor sawn timber.

•        Global Market Expansion

Historically, our revenue has been concentrated in Mainland China and Hong Kong. In fiscal year 2025, customers in Vietnam, Dubai and Japan, collectively contributed approximately 24.0% of our total revenue, reflecting early progress in geographic diversification. From a strategic standpoint, management continues to evaluate opportunities to expand our customer base into additional markets, such as India, Europe and the Middle East. Any such expansion would be subject to demand conditions, regulatory considerations and working-capital capacity, and has not been assumed in our historical results or near-term financial outlook.

•        Strategic Partnerships and Selective Acquisitions

We may evaluate acquisitions, joint ventures or strategic partnerships to enhance upstream sourcing capabilities, expand downstream processing capacity, improve logistics infrastructure or accelerate entry into new markets. As of June 30, 2025, we had not entered into any definitive agreements, commitments or negotiations relating to acquisitions, joint ventures or strategic partnerships. Accordingly, our historical financial statements do not reflect any impact from such activities.

The strategic initiatives described above are forward-looking in nature and remain at an exploratory or evaluation stage. None had been contractually committed or implemented as of June 30, 2025, and our historical results of operations reflect the performance of our existing trading model rather than the execution of these initiatives. Future implementation, if any, would depend on market conditions, capital availability and regulatory considerations and may affect our operating profile in future periods.

ANALYSIS OF CORE COMPETITIVE STRENGTHS

Our competitive strengths influence our ability to maintain stable supply, manage procurement cycles, fulfill customer requirements and sustain our operating performance. The following strengths, which are described in detail in the “Business” section, have a direct impact on our financial condition and results of operations:

•        Experienced Management Team with Deep Industry and Sourcing Expertise

Our management team has extensive operational experience in the African hardwood industry, including established relationships with upstream suppliers and downstream customers. Their familiarity with species characteristics, concession-level practices and customer expectations supports effective procurement planning, pricing decisions and logistics coordination. These capabilities contribute to operational consistency, reduce the likelihood of procurement errors and support predictable margins and sales execution.

•        Established Reputation and Strong Customer Relationships

We have developed a reputation for reliable delivery, consistent quality and responsive customer service across multiple regions. Repeat orders and short inventory turnover cycles reflect customer confidence in our ability to meet species, dimension and quality specifications. Strong customer relationships help stabilize demand, support recurring sales, reduce customer-specific credit risk and improve visibility into order volumes, which assists with procurement planning and working capital management.

•        Secure and Traceable Supply Chain with Concession-Backed Access

Our long-term sourcing arrangement with Auronova provides us with committed annual supply volumes from a government-authorized forest concession in the DRC. This structure enhances supply visibility, reduces exposure to upstream volatility and supports more predictable procurement costs. Compliance with statutory DRC export documentation and ATIBT measurement standards enhances traceability and reduces the risk of shipment delays, quality disputes or regulatory non-compliance, all of which could otherwise affect gross margin and inventory turnover.

Key contractual features — such as supplier-borne risk of loss prior to delivery and exclusivity protections in key markets — further support supply reliability and competitively position us in our primary sales regions.

•        Consistent Ability to Meet Customer Specifications and Delivery Requirements

Our operational processes, including yard-level inspections, traceability tagging and on-site personnel in the DRC, help ensure that logs meet customer specifications for species, size and quality. This consistency reduces the risk of rejected shipments and minimizes delivery disputes, which supports timely collections and reduces working capital pressure. Reliability in meeting customer requirements also enhances retention and repeat-order potential, contributing to revenue stability across periods.

•        Diverse and Expanding Customer Base Across Multiple International Markets

While our revenue was historically concentrated in Mainland China and Hong Kong, customers in Vietnam, Dubai and Japan contributed approximately 24.0% of total revenue in fiscal year 2025. This diversification reduces reliance on any single market and mitigates the financial impact of localized economic or regulatory changes. A broader customer footprint also provides better insight into regional demand trends, enabling improved procurement allocation, product-mix planning and logistics scheduling, which can reduce volatility in revenue and gross margin over time.

These five strengths support our ability to manage supply-chain variability, maintain stable gross margin, fulfill customer orders and navigate the operational challenges inherent in cross-border timber trading. Although these strengths enhance our operating resilience, they do not eliminate exposure to supplier concentration, logistics conditions in the DRC, or fluctuations in global demand, which are discussed further under “Risk Factors.”

FINANCIAL PERFORMANCE AND KEY DRIVERS

Our financial performance for fiscal year 2025 reflects stable revenue and improved profitability. Revenue remained consistent at approximately $9.3 million for both fiscal years presented, while net income increased from approximately $0.8 million in fiscal year 2024 to approximately $1.2 million in fiscal year 2025. The year-over-year improvement in profitability was primarily attributable to the following factors:

•        Margin Expansion Resulting from Delivery-Term Optimization

Following execution of the Supplier Agreement on September 9, 2024, the Company transitioned all customer deliveries to yard-delivery arrangements at its Maluku yard during fiscal year 2025. Under this delivery structure, customers assume responsibility for inland transportation and ocean freight, and the Company no longer incurs freight expenses that were previously associated with FOB deliveries at the Matadi seaport.

This transition represents a structural change in the Company’s delivery model and cost structure, reducing exposure to logistics-related cost variability and contributing to improved gross margin in fiscal year 2025. Management expects, based on current conditions, that the effects of this delivery-term shift to continue to influence margin stability in future periods, although the extent of such impact may vary depending on logistics conditions, market pricing dynamics and customer procurement preferences.

•        Product Mix Adjustments, Including the Introduction of Sawn Timber

The introduction of European Ash sawn timber in fiscal year 2025 broadened the Company’s product portfolio by supplementing its core African hardwood log offerings. While the initial contribution of sawn timber to total revenue was limited, the expansion into sawn timber reduced reliance on log-only sales and enabled the Company to address customer demand in markets that favor processed or ready-to-use timber, including Japan.

The Company’s future performance will depend, in part, on its ability to selectively expand its sawn timber offerings, manage sourcing and processing arrangements, and align its product mix with evolving regional demand patterns, while maintaining disciplined cost management and supply-chain reliability.

•        Broader Geographic Contribution from Expanding Customer Markets

While customers in Mainland China and Hong Kong continued to account for a substantial share of revenue, customers in Vietnam, Dubai and Japan collectively contributed approximately 24.0% of total revenue in fiscal year 2025. This broader geographic mix reduced exposure to any single market and contributed to revenue stability across the period. We expect geographic diversification to remain a factor affecting revenue visibility and accounts receivable exposure, although actual contributions will depend on market conditions and customer order patterns in each region.

These operational drivers, along with upstream supply availability and logistics conditions in the DRC, represent known trends and uncertainties that may continue to affect our results of operations and working capital requirements.

PRINCIPAL RISK FACTORS AND MITIGATION CONSIDERATIONS

Our business, financial condition and results of operations are subject to several risks that may materially affect our performance. While a full discussion of risks is included in the “Risk Factors” section of this prospectus, the following matters represent the principal trends, uncertainties and risks that management evaluates when assessing our operating environment and financial outlook under Item 303 of Regulation S-K.

•        Political, Operational and Regulatory Conditions in the DRC

Our primary supply originates from a single government-authorized concession in the DRC. Forestry operations in the DRC are subject to regulatory oversight, export documentation requirements, shifts in enforcement practices and periodic policy changes. Inland logistics — including river transport and trucking — may also be affected by weather conditions, infrastructure limitations or security disruptions. These factors may influence harvesting volumes, delivery timelines and our ability to meet customer orders. Future operating performance will depend on the stability of these regulatory and logistical conditions, which remain inherently uncertain and outside our control.

•        Supplier Concentration

Substantially all of our African hardwood logs in fiscal years 2024 and 2025 were sourced from Auronova, the sole distributor appointed by the concession holder. Dependence on a single supplier exposes us to risks such as supply interruptions, changes in supplier performance, or limitations in the availability of certain species. Although we began procuring sawn timber from a third-party processor in Vietnam in fiscal year 2025, overall supplier concentration is expected to remain a significant factor influencing our procurement cycles, cost structure and ability to meet customer demand, unless and until additional supply channels can be developed at scale. While the export exclusivity provisions in our Supplier Agreement provide sourcing visibility and limit competing export supply in our core markets, they also increase our reliance on a single concession and distributor, which may limit short-term flexibility in responding to supply disruptions.

•        Customer Concentration

Historically, a limited number of customers have accounted for a substantial portion of our revenue. A single Hong Kong-based customer represented approximately 76.0% of revenue in fiscal year 2025. Changes in purchasing behavior, credit availability, customer inventory cycles or regional economic conditions may materially affect our revenue, gross margin performance and accounts receivable turnover. Although revenue contributions from Vietnam, Dubai and Japan are increasing, customer concentration is expected to remain a key factor affecting our revenue visibility and liquidity.

•        Foreign Exchange Exposure

While the majority of our procurement and sales are denominated in U.S. dollars, certain logistics charges, staff costs and operating expenses are incurred in other currencies. Exchange-rate fluctuations may affect our cost structure and working capital requirements. Foreign exchange exposure will continue to influence our cost base, although the predominance of USD-denominated transactions mitigates transaction-level volatility. We currently do not use derivative instruments.

•        Fluctuations in Global Timber Demand

Demand for hardwood logs and sawn timber is influenced by construction activity, furniture manufacturing trends, macroeconomic conditions and regulatory import policies in our key markets. Changes in these underlying factors may affect order volumes, selling prices and customer inventory cycles.

Future results will depend on market conditions in Mainland China, Hong Kong, Vietnam, Dubai, Japan and other regions where we continue to develop sales, each of which may experience different economic or regulatory cycles.

•        Logistics and Transportation Risks

Our operations rely heavily on inland transportation within the DRC, handling at Maluku Port and access to international shipping capacity. Delays, disruptions or cost increases at any point in the logistics chain may affect delivery schedules, customer satisfaction, working capital turnover and ultimately gross margin. Logistics conditions in the DRC represent an ongoing source of uncertainty and may influence both the timing of deliveries and the cost of revenues in future periods.

These key risks affect our procurement cycles, revenue visibility, gross margin performance and working capital needs. Management monitors these factors closely as part of its assessment of known trends and uncertainties under Item 303 of Regulation S-K. For a comprehensive discussion of material risks, see “Risk Factors” in this prospectus.

MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are influenced by a number of key factors, many of which relate to the stability of our upstream supply chain, our ability to diversify our product mix and customer base, our operational efficiency, and the broader regulatory environment affecting the international trade of timber products. The most significant of these factors are discussed below.

•        Supply Chain Stability and Procurement Costs

The stability, availability and cost of our upstream supply of African hardwood logs significantly affect our operating performance. Nearly all of our African hardwood logs are sourced from Auronova Limited, the exclusive distributor appointed by SCIBOIS, which operates a government-authorized forest concession in the DRC. Under our fixed-term Supplier Agreement, we are entitled to procure between 40,000 and 100,000 cubic meters of logs per year, providing multi-year visibility over raw material availability and supporting consistency in procurement planning.

The Supplier Agreement incorporates a fixed pricing mechanism for confirmed purchase orders, with biennial reviews capped at a maximum increase, contributing to gross margin predictability. Our suppliers must comply with statutory DRC export documentation requirements and ATIBT international measurement standards, enhancing traceability and product integrity. Because suppliers bear the risk of loss, shortage or damage prior to delivery confirmation at the designated port, our exposure to upstream inventory losses is reduced. The reliability and contractual protections embedded in our sourcing arrangement therefore play a critical role in supporting our results of operations, particularly as we scale our business into new markets and product categories.

•        Delivery-Term Optimization and Logistics Efficiency

Following the execution of the Supplier Agreement on September 9, 2024, the Company began transitioning its downstream customer deliveries to yard-delivery at its Maluku log yard. The transition was substantially completed during fiscal year 2025, replacing the mixed delivery model in fiscal year 2024 that included both yard-delivery and FOB Matadi arrangements.

As a result of this transition, the Company eliminated inland freight costs, port handling charges and other supplier-embedded logistics markups previously incurred under FOB terms. The shift to yard-delivery improved pricing transparency, reduced exposure to logistics-related cost volatility and contributed to higher gross margin in fiscal year 2025. Management continues to evaluate opportunities to optimize inland and ocean logistics, including shipment consolidation and expansion of carrier networks, which may further enhance cost efficiency and operational performance over time.

While yard-delivery remains our primary delivery arrangement, we also offer FOB Matadi and CNF shipping and may evaluate offering alternative delivery terms, including where commercially appropriate, cost-insurance-and-freight (“CIF”) arrangements, on a selective, transaction-specific basis to accommodate particular customer requirements. Under such arrangements, we would arrange ocean freight and, in the case of CIF, procure cargo insurance for the customer’s benefit. Any use of CNF or potential use of CIF terms would be assessed on a transaction-by-transaction basis, taking into account customer demand, prevailing shipping and insurance conditions and internal risk considerations. We currently have no definitive plans or commitments to adopt CIF arrangements as standard delivery terms, and any future use of such arrangements could affect our cost structure and risk exposure, the impact of which cannot be predicted at this time.

•        Product Mix and Expansion into Sawn Timber

Our financial performance is influenced by the composition of our product portfolio. While premium African hardwood logs remain our core product line, the introduction of European Ash sawn timber in fiscal year 2025 broadened our addressable market and reduced reliance on log-only sales. Sawn timber has distinct pricing and margin characteristics compared to African hardwood logs and enables us to serve market segments — such as Japan — where demand favors ready-to-use timber materials. As we further develop our sawn timber offerings, our overall revenue mix, margin profile and working capital requirements may change accordingly.

•        Customer Concentration and Geographic Diversification

Historically, our revenue was concentrated in Mainland China and Hong Kong; however, in fiscal year 2025, we made significant progress in diversifying our customer base. Revenues from Vietnam, Japan and Dubai collectively increased meaningfully, reducing dependence on any single customer or market. Our ability to further reduce concentration risk depends on the continued expansion of our presence in new regions — including India, Europe and the broader Middle East — and on our capacity to develop sustainable customer relationships in high-growth downstream timber markets.

•        Regulatory Developments and Sustainability Certifications

Regulatory requirements relating to the legality, traceability and sustainability of timber products continue to evolve globally. Our ability to access and expand into certain markets — particularly Europe, the Middle East and parts of Asia — may depend on meeting enhanced certification standards and providing robust documentation regarding supply-chain integrity. While our upstream supplier, SCIBOIS, has adopted selective and reduced-impact logging practices and intends to pursue Forest Stewardship Council (FSC) certification by 2026, delays or changes in certification requirements could affect our market access or competitiveness. As sustainability expectations rise, we must continue strengthening our compliance, documentation and supplier-monitoring capabilities.

•        Supplier Relationships and Sawn Timber Agreements

As we expand into sawn timber, we rely on securing competitive and reliable arrangements with processors capable of meeting customer specifications for cutting, grading and drying. The cost structure, reliability and quality consistency of these suppliers — particularly in Vietnam and other emerging processing hubs — affect our ability to deliver consistent products across markets and support our broader product diversification strategy. Building long-term strategic partnerships with these processors will be important to sustaining our operational model and ensuring the availability of sawn timber that meets customer requirements.

•        Sales and Marketing Execution

Our performance depends on our ability to execute effective sales strategies, deepen customer relationships and expand market coverage. As we enter new geographies, the development of local market expertise, customer service capabilities and brand recognition will be increasingly important. Successful sales execution supports revenue growth, product adoption and the mitigation of customer concentration risk.

•        Capital Access and Working Capital Requirements

Our timber trading model is working-capital intensive due to the timing gap between supplier payment terms and customer credit periods. Our ability to raise additional capital — through this offering or other financing initiatives — will influence our capacity to pursue larger trading volumes, expand into new markets, invest in logistics infrastructure, or evaluate strategic acquisitions. Limited access to capital may constrain the pace of our expansion or delay growth initiatives.

•        Talent Attraction, Compliance and Operational Expertise

Our continued growth requires attracting and retaining personnel with expertise in international timber trading, FSC-related standards, logistics coordination and compliance. As global markets place higher emphasis on supply-chain transparency and ESG considerations, human capital — particularly personnel familiar with sustainable forestry requirements — will play an increasingly important role in maintaining our competitive position and supporting execution of our long-term strategy.

•        Operational Efficiency and Process Optimization

Our profitability depends on our ability to streamline procurement, improve logistics planning, optimize inventory turnover and enhance sales fulfillment processes. Our lean inventory model — typically maintaining logs for only 1 to 45 days — reduces holding risks, improves working-capital efficiency and helps preserve log quality. Continued investments in operational discipline, data visibility, technology systems and supplier-customer coordination are essential for supporting margin stability and scalable growth.

•        Foreign Exchange Exposure

Although most of our revenue and procurement costs are denominated in U.S. dollars, some logistics, administrative and operating expenses are incurred in local currencies. While foreign exchange exposure has not been material to date, fluctuations in exchange rates may affect our cost structure and overall financial performance, particularly as we expand into additional markets with non-USD denominated costs.

RESULTS OF OPERATIONS

Summary of Results of Operations

The following discussion summarizes and analyzes our consolidated results of operations for the fiscal years ended June 30, 2024, and 2025. This information should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this prospectus.

Year-over-year performance reflects a significant increase in total sales volume, which rose by 38.6% from 33,280 cubic meters in fiscal year 2024 to 46,131 cubic meters in fiscal year 2025. This increase was driven primarily by higher log sales volumes, expanded sales of Tali, the introduction of additional log species — including Bosse, Eyoum and Padouk — and the launch of sawn timber in fiscal year 2025.

Despite the increase in sales volume, total revenue remained relatively stable, declining slightly by 0.3% to $9.32 million in fiscal year 2025. This outcome reflects changes in sales mix, delivery arrangements and product composition across periods. Average yard-delivery prices for several recurring log species improved during fiscal year 2025, partially offsetting pricing variability across species and the introduction of sawn timber, which carries different unit pricing characteristics compared to raw logs.

Comparison of the Years Ended June 30, 2024 and 2025

Gross profit increased by 24.2% to $2.05 million in fiscal year 2025, and gross profit margin expanded from 17.6% to 22.0%. This improvement was primarily attributable to (i) the elimination of freight expenses following the Company’s transition to yard-delivery arrangements, (ii) higher trading volumes, and (iii) strengthened pricing discipline across species. Net income increased by 37.4% to $1.16 million, reflecting the expansion in gross profit and higher other income, partially offset by increased income tax expense associated with improved profitability.

Revenues

We generate revenue primarily from two sources: (i) sales of African hardwood logs sourced from our key supplier in the Democratic Republic of Congo (“DRC”), and (ii) sales of sawn timber sourced from a third-party processor in Vietnam. Our customers mainly comprise importers, retailers, and wood processors located across Mainland China, Hong Kong, Vietnam, Dubai, and Japan.

For the fiscal years ended June 30, 2024, and 2025, we recorded total revenues of $9,349,789 and $9,322,878, respectively. Although total revenue remained relatively stable at approximately $9.3 million across both periods, the composition of revenue changed meaningfully between fiscal years.

Revenue by Product Category

The following table sets out the breakdown of our revenue for the period indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. Results of any specific period are not necessarily indicative of future performance.

Revenue from the sale of African hardwood logs continued to represent the substantial majority of total revenue in both fiscal years. In fiscal year 2024, sales of logs accounted for $9,249,789, or 98.9% of total revenue. In fiscal year 2025, revenue from sales of logs decreased to $8,815,988, representing 94.6% of total revenue, a decline of $433,801, or 4.7%, compared to the prior year.

The decrease in revenue from sales of logs reflects a combination of pricing effects, changes in product mix across species, and normal variations in supplier harvest availability during the year. Despite this decline, total revenue remained broadly stable due to increased sales volumes and the introduction of a new product category in fiscal year 2025.

In fiscal year 2025, we generated $506,890 of revenue from the sale of sawn timber, specifically European Ash sawn timber. Sawn timber accounted for approximately 5.4% of total revenue for the year and was not sold in fiscal year 2024. This represented our initial expansion into the sawn timber segment and contributed to a more diversified revenue mix, although it did not materially affect total revenue for the periods presented.

In addition to product sales, we recorded $100,000 of revenue in fiscal year 2024 from a one-off loading service provided to a customer. This service did not recur in fiscal year 2025. The absence of loading service revenue in fiscal year 2025 did not have a material impact on overall revenue trends.

Management reviews revenue by product category (logs, sawn timber and, historically, loading services) to monitor changes in sales mix over time. These categories are not presented as separate operating segments under U.S. GAAP. We operate a single business line — timber trading — and our Chief Executive Officer reviews financial information and allocates resources on a consolidated basis. Accordingly, our audited financial statements present one reportable segment, and the revenue composition information discussed above is provided to enhance investor understanding rather than as segment reporting under ASC 280.

Revenue by Country/Region

The Company generates revenue from customers located in multiple geographic regions. Revenue is classified based on customer location, while the Company’s operations and long-lived assets are located in Singapore.

For the fiscal year ended June 30, 2024, total revenue was $9,349,789 and was primarily derived from customers in Mainland China and Hong Kong. Revenue from Mainland China totaled $5,977,570, representing approximately 63.9% of total revenue, while revenue from Hong Kong amounted to $3,009,000, or approximately 32.2%. Revenue from Vietnam contributed $363,219, representing approximately 3.9% of total revenue.

For the fiscal year ended June 30, 2025, total revenue was $9,322,878, and the geographic composition of revenue changed. Revenue from Hong Kong increased to $7,083,080, representing approximately 76.0% of total revenue. This increase reflects the consolidation of substantially all sales previously made to customers in Mainland China through a Hong Kong-based trading entity, as a result of which no revenue was recorded directly from Mainland China during the year.

Revenue from other regions totaled $541,763, representing approximately 5.8% of total revenue for fiscal year 2025. This amount included $506,890 of revenue from Japan, representing approximately 5.4% of total revenue, which was attributable entirely to sales of European Ash sawn timber, a product category introduced during the year. Revenue from Dubai totaled approximately $34,873, representing approximately 0.4% of total revenue.

Overall, changes in revenue by country/region between fiscal years reflect variations in customer purchasing patterns, shipment timing and product mix. Revenue by country/region does not represent separate operating segments, as the Company is managed and evaluated on a consolidated basis.

Revenue by Species

The following table sets forth the breakdown of the Company’s revenues by species and product type for the fiscal years ended June 30, 2024 and 2025:

Within log sales, revenue composition by species shifted between fiscal years due to changes in supplier harvest plans, market pricing conditions and customer procurement preferences. In fiscal year 2025, increased sales of certain species — particularly Tali — partially offset lower revenues from other traditional species such as Wenge, Bilinga and Iroko. Newly introduced species, including Bosse, Eyoum and Padouk, also contributed to revenue in fiscal year 2025, reflecting broader sourcing and product availability during the year.

Analysis of Sales Volume by Species

The following table presents the breakdown of sales volume by species for the fiscal years ended June 30, 2024 and 2025:

Total sales volume increased from 33,280 cubic meters in fiscal year 2024 to 46,131 cubic meters in fiscal year 2025, representing an increase of 12,851 cubic meters, or 38.6%. This growth reflects higher overall trading activity during fiscal year 2025 and an expansion in the range of products and species sold.

Log sales volume increased by 36.0%, from 33,280 cubic meters in fiscal year 2024 to 45,266 cubic meters in fiscal year 2025. The increase was driven primarily by a substantial rise in sales of Tali, which increased from 572 cubic meters to 5,879 cubic meters, as well as the introduction of additional log species. Newly introduced species, including Bosse, Eyoum and Padouk, together accounted for 8,025 cubic meters of log sales in fiscal year 2025 and contributed meaningfully to the overall increase in volume.

These increases were partially offset by lower sales volumes in several traditional species. In particular, volumes of Wenge, Bilinga and Iroko declined year over year, reflecting normal variations in supplier harvest availability and customer demand across different species during the period.

In addition to higher log volumes, the Company launched its sawn timber segment in fiscal year 2025, contributing 865 cubic meters of European Ash. This marked the Company’s initial expansion beyond raw log sales into sawn timber products and accounted for approximately 1.9% of total sales volume for the year.

Despite the significant increase in total sales volume, total revenue remained relatively stable between fiscal years 2024 and 2025. This outcome reflects differences in pricing across species and product categories, changes in delivery arrangements, and the introduction of sawn timber, which carries different unit pricing characteristics compared to raw logs.

Analysis of Sales Price by Species

The following table presents the weighted average selling prices per cubic meter for logs and sawn timber by species for the fiscal years ended June 30, 2024, and 2025. Prices are presented under yard-delivery terms, where the Company’s responsibility ends at the source location, and under FOB (Free On Board) terms, which include inland transportation and export logistics.

In fiscal year 2025, weighted average selling prices under yard-delivery terms increased for most recurring log species compared to the prior year. Notable price increases were recorded for Wenge, which increased by 23.9%, Bilinga, which increased by 12.7%, and Iroko, which increased by 8.7%. Moderate increases were also observed for other continuing species, including Bomanga, Kosipo and Tali. These changes reflect prevailing market conditions, differences in customer demand by species and changes in the mix of products sold during the year.

Several species sold in fiscal year 2025, including Bosse, Eyoum and Padouk, were newly introduced and therefore did not have comparable pricing data for fiscal year 2024. These species were sold at prevailing market prices and contributed to changes in the overall pricing mix of the Company’s log sales. In addition, European Ash sawn timber, which was introduced in fiscal year 2025, was sold at an average yard-delivery price of $586 per cubic meter, reflecting the pricing characteristics of sawn timber relative to raw logs.

The increased use of yard-delivery arrangements in fiscal year 2025 also affected the presentation and comparability of selling prices across periods. Under yard-delivery terms, selling prices exclude logistics and freight components that were embedded in FOB pricing. As a result, comparisons of weighted average prices between periods should be considered in conjunction with changes in delivery terms and product mix.

Overall, changes in weighted average selling prices across species and product categories influenced the composition of revenue in fiscal year 2025. The effect of pricing trends, together with changes in cost structure and delivery arrangements, on gross profit and gross margin is discussed further under “Cost of Revenues” and “Gross Profit.”

Under the Supplier Agreement with our main supplier, Auronova, purchasing prices are fixed at $150 per cubic meter, subject to a review every two years, with any adjustment capped at a maximum increase of 20%. The purchase price of $150 per cubic meter represents the base procurement cost for all species of logs, and Auronova does not charge species-specific prices. Logs purchased under the agreement are subsequently sorted and classified by species, diameter and quality grade at the yard level. Our sales prices vary by species and are determined based on prevailing market demand, log dimensions, grade specifications and delivery terms. Differences between procurement cost and selling prices reflect species mix, grade classification and delivery arrangements.

Cost of revenues

Cost of revenues consists primarily of the cost of materials, including African hardwood logs and sawn timber, and freight costs. For the fiscal years ended June 30, 2024, and 2025, total cost of revenues decreased by $425,001, or 5.5%, from $7,701,426 to $7,276,425, despite an increase in trading volumes during the period.

Cost Components

The composition of cost of revenues changed materially between fiscal years as a result of changes in delivery arrangements. In fiscal year 2024, cost of revenues included both cost of materials and freight costs, with freight costs of $2,096,800 accounting for approximately 27.2% of total cost of revenues. In fiscal year 2025, freight costs were eliminated entirely, and cost of revenues consisted solely of cost of materials, which totaled $7,276,425.

Cost of materials increased by $1,671,799, or 29.8%, from $5,604,626 in fiscal year 2024 to $7,276,425 in fiscal year 2025. This increase was primarily driven by higher trading volumes and the introduction of sawn timber products, partially offset by lower unit costs for log procurement.

Cost of Materials by Delivery Arrangement

The composition of cost of materials by delivery arrangement are as follows:

Cost of materials represents procurement costs incurred upon delivery of logs to our Maluku yard, including supplier charges and yard-level handling costs. In fiscal year 2024, cost of revenues additionally included inland transportation, freight, port handling and other export-related costs associated with FOB delivery arrangements. These logistics-related costs totaled approximately $2.1 million in fiscal year 2024. In fiscal year 2025, following the Company’s full transition to yard-delivery arrangements, cost of revenues consisted solely of procurement costs.

The Company offers customers two primary delivery arrangements: (i) FOB delivery at Matadi Sea Port and (ii) yard-delivery at the Company’s log yard at Maluku River Port. Under FOB delivery, the Company arranges inland transportation from the Maluku yard to the export port and bears associated transportation, port handling and export clearance costs, which are recorded within cost of revenues. Under yard-delivery arrangements, customers assume responsibility for inland transportation and export logistics, and the Company’s costs are limited to procurement and yard-level handling.

Although the Company conducted both FOB and yard-delivery transactions in fiscal year 2024 based on customer preferences and operational considerations, the execution of the Supplier Agreement on September 9, 2024 formalized the separation of product supply from bundled logistics services. Following the execution of the Supplier Agreement, the Company fully transitioned to yard-delivery as its standard delivery arrangement in fiscal year 2025.

As a result, while fiscal year 2024 reflected a mixed delivery model, with approximately 53.5% of cost of materials incurred under FOB delivery and 46.5% under yard-delivery, in fiscal year 2025, all customer deliveries were conducted under yard-delivery arrangements, and the Company no longer incurred inland transportation or export-related freight costs from its Maluku yard to the seaport.

Unit Economics and Cost Drivers

To provide additional insight into underlying cost drivers, sales volumes and weighted average unit costs are summarized below.

Log sales volume increased from 33,280 cubic meters in fiscal year 2024 to 45,266 cubic meters in fiscal year 2025, representing an increase of 36.0%. Despite this increase in volume, the weighted average cost per cubic meter of logs decreased by 10.7%, from $168 per cubic meter to $150 per cubic meter. The reduction in unit cost reflects more efficient sourcing practices and changes in species mix during the year.

In fiscal year 2025, the Company also introduced sawn timber, which contributed incremental cost of materials with a higher unit cost due to their processed nature. Sawn timber sales totaled 865 cubic meters during the year, with a weighted average cost of $538 per cubic meter. All sawn timber transactions were conducted under yard-delivery arrangements and did not result in freight costs being incurred by the Company.

Overall Cost Trends

Total cost of materials increased year over year, primarily due to higher sales volumes and the introduction of sawn timber products in fiscal year 2025. However, total cost of revenues declined as a result of the Company’s transition to yard-delivery arrangements, which eliminated freight costs that represented a significant portion of cost of revenues in fiscal year 2024 and were not incurred in fiscal year 2025.

Lower weighted average unit costs for logs partially offset the increase in material costs driven by higher volumes. The combined effect of changes in delivery arrangements, sales volumes, product mix and unit-level cost efficiencies influenced gross profit and gross margin trends, which are discussed further below.

Gross Profit and Gross Profit Margin

The following table presents a detailed breakdown of gross profit and gross profit margin for the fiscal years ended June 30, 2024, and 2025:

Gross profit increased to $2,046,453 in fiscal year 2025, representing an increase of $398,090, or 24.2%, compared to $1,648,363 in fiscal year 2024. Gross profit margin increased from 17.6% in fiscal year 2024 to 22.0% in fiscal year 2025. The increase in gross profit and gross profit margin was primarily driven by changes in the Company’s delivery structure and cost composition, as well as shifts in product mix.

Key Drivers of Gross Profit and Gross Profit Margin

•        Transition to Yard-delivery

Following the execution of the Supplier Agreement on September 9, 2024, the Company began transitioning its downstream customer deliveries to yard-delivery arrangements at its Maluku log yard and completed the transition in fiscal year 2025. During fiscal year 2025, all customer deliveries were conducted under yard-delivery terms, replacing the mixed delivery model in fiscal year 2024 that included both yard-delivery and FOB Matadi arrangements.

Under the yard-delivery model, customers assume responsibility for export logistics and ocean freight. As a result, freight costs of $2,096,800 incurred in fiscal year 2024 — representing 27.2% of total cost of revenues — were eliminated entirely in fiscal year 2025. This delivery-term shift represents a structural change in the Company’s cost base and was the primary contributor to the increase in gross profit and the improvement in gross profit margin in fiscal year 2025.

•        Changes in Cost Structure and Product Mix

Direct material costs for logs increased by 21.5%, from $5,604,626 in fiscal year 2024 to $6,811,055 in fiscal year 2025, primarily due to higher trading volumes and changes in product mix, including the introduction of sawn timber. However, the impact of higher material costs was more than offset by the elimination of freight costs and lower weighted average unit costs for logs, as discussed under “Cost of Revenues.”

Contribution by Product Line

•        Logs

Logs remained the primary contributor to gross profit in both fiscal years. Gross profit from log sales increased to $2,004,933 in fiscal year 2025, representing an increase of 21.6% compared to fiscal year 2024. Gross profit margin on logs improved from 17.6% to 22.7%, reflecting the combined effects of higher average selling prices across several species and the elimination of freight expenses following the transition to yard-delivery.

•        Sawn Timber

The sawn timber segment, which was introduced in fiscal year 2025, generated gross profit of $41,520, representing a gross margin of 8.2%. Although the segment remains limited in scale, its contribution reflects the Company’s initial expansion into sawn timber and had a modest impact on overall gross profit for the year.

•        Loading Service

In fiscal year 2024, the Company recorded $100,000 of revenue from a one-off loading service, which did not have any associated cost of revenues and therefore contributed fully to gross profit for that period. This service was discontinued in fiscal year 2025 and did not contribute to revenue or gross profit in that year.

Operating Expenses

Operating expenses include Selling, General and Administrative Expenses (“SG&A”) as well as Other Expenses:

For the fiscal years ended June 30, 2024, and 2025, total operating expenses increased from $657,674 in fiscal year 2024 to $720,020 in fiscal year 2025, representing an increase of $62,346, or 9.5%.

Selling, General and Administrative Expenses

SG&A consist primarily of selling and marketing expenses and general and administrative expenses.

SG&A expenses increased from $651,931 in fiscal year 2024 to $700,056 in fiscal year 2025, representing an increase of $48,125, or 7.4%.

Selling and marketing expenses decreased significantly, from $63,237 in fiscal year 2024 to $23,519 in fiscal year 2025, a decline of 62.8%. These expenses primarily consist of meals and entertainment, as well as travel and transportation costs incurred to support customer acquisition and market development activities. The decrease reflects reduced external marketing activities during fiscal year 2025.

General and administrative expenses include employee compensation, legal and professional fees, amortization of right-of-use assets, financial costs and other overhead and administrative costs. General and administrative expenses increased by $87,843, or 14.9%, from $588,694 in fiscal year 2024 to $676,537 in fiscal year 2025. This increase was primarily attributable to higher management fees paid to a related party for corporate and administrative support services, as well as higher bank charges resulting from increased transaction volumes and cross-border settlements associated with expanded business operations.

Other Expenses

Other expenses consist primarily of realized and unrealized foreign exchange losses. Other expenses increased from $5,743 in fiscal year 2024 to $19,964 in fiscal year 2025. The increase was mainly attributable to higher unrealized foreign exchange losses arising from increased exposure to foreign-currency-denominated balances and adverse exchange rate movements during fiscal year 2025.

Other Income

Other income increased from approximately $128 for the fiscal year ended June 30, 2024, to approximately $62,788 for the fiscal year ended June 30, 2025. This increase was primarily driven by interest income of $61,204 which was attributable to the maturity of short-term loans extended to third parties. Other income in fiscal year 2025 also included a government grant of $1,564 and rebates received of $20.

Profit Before Income Tax

Profit before income tax increased from $990,817 for the fiscal year ended June 30, 2024, to $1,389,221 for the fiscal year ended June 30, 2025, an increase of $398,404, or 40.2%. This increase was primarily driven by higher gross profit resulting from the transition to yard-delivery arrangements and improved pricing dynamics, as well as higher other income, partially offset by higher general and administrative expenses and increased foreign exchange losses.

Income tax expenses

Under the current laws of the Cayman Islands and the British Virgin Islands (BVI), neither FF Global Holdings Ltd (Cayman) nor its wholly owned subsidiary FF Global (BVI) Ltd is subject to income or capital gains taxes. In addition, dividend distributions from these jurisdictions are not subject to withholding tax.

Future Faith Pte. Ltd. is incorporated and tax resident in Singapore and is subject to Singapore corporate income tax on its taxable income. Income tax is assessed and paid at the entity level based on profits generated within the Singapore jurisdiction.

Income tax expense increased from $143,961 in fiscal year 2024 to $225,629 in fiscal year 2025. The increase reflects higher taxable income resulting from improved operating performance, including higher gross profit and operating income during fiscal year 2025.

Net Income

Net income increased from $846,856 in fiscal year 2024 to $1,163,592 in fiscal year 2025, representing an increase of $316,736, or 37.4%.

This increase was primarily driven by higher gross profit resulting from improved pricing dynamics and the Company’s transition from FOB delivery to yard-delivery arrangements, which eliminated freight-related costs. The improvement was further supported by reduced selling and marketing expenses and an increase in other income, primarily interest income.

These favorable factors were partially offset by higher general and administrative expenses, increased foreign exchange losses, and higher income tax expense associated with stronger profitability and expanded operations in Singapore.

Seasonality

Historically, the Company has not experienced material seasonality in its operations. Based on management’s assessment of the historical operating results for the periods presented, the Company’s financial performance has not exhibited material seasonal fluctuations.

Revenue and profitability are primarily influenced by market conditions, supplier capacity and the execution of operational initiatives, rather than by seasonal factors. Accordingly, based on historical experience, the Company does not expect seasonality to have a material impact on its future operating results under its current business model.

LIQUIDITY AND CAPITAL RESOURCES

Our principal source of liquidity has historically been cash generated from operating activities and, to a limited extent, short-term advances from related parties. We have primarily used this liquidity to fund working capital requirements and operating expenses. As of June 30, 2025, the Company had net working capital of approximately $1.06 million, calculated as total current assets of approximately $4.44 million less total current liabilities of approximately $3.38 million. Our operations are conducted through our Singapore-based operating subsidiary, Future Faith Pte. Ltd., and we are not currently subject to any material legal or economic restrictions on the ability to transfer funds from our Singapore subsidiary to the Company.

Working Capital

The following table summarizes our current assets and current liabilities as of June 30, 2024 and 2025.

As of June 30, 2025, total current assets increased to $4,442,539 from $941,656 as of June 30, 2024, primarily driven by higher cash balances and a significant increase in trade and other receivables associated with increased trading activity and the timing of customer collections toward the end of fiscal year 2025. Cash increased as a result of improved operating performance and higher collections during the period.

Total current liabilities increased to $3,381,454 from $1,065,686 over the same period, reflecting higher procurement volumes and the timing of supplier settlements, as well as increases in trade and other payables incurred in the ordinary course of operations. As a result of these changes, the Company reported net current assets of $1,061,085 as of June 30, 2025, compared to net current liabilities of $124,030 as of June 30, 2024.

Management believes that the increase in both current assets and current liabilities primarily reflects normal working-capital fluctuations associated with higher trading volumes and timing differences between customer collections and supplier payments, rather than changes in the underlying liquidity profile of the business.

Cash

Cash increased from $107,001 as of June 30, 2024, to $708,069 as of June 30, 2025. The increase primarily reflects improved operating performance, higher collections during the fiscal year and the timing of customer receipts and supplier payments.

Trade and Other Receivables

Trade and other receivables increased from $834,655 as of June 30, 2024, to $3,734,470 as of June 30, 2025. The increase was primarily attributable to higher shipment volumes toward the end of fiscal year 2025 and the timing of collections from customers. Our standard credit terms generally range from 30 to 90 days.

Trade receivables increased from $500,059 as of June 30, 2024, to $3,734,470 as of June 30, 2025, reflecting both increased sales volumes and extended credit terms granted to selected customers under long-term commercial arrangements. As a result, the Company experienced a longer average collection cycle in fiscal year 2025 compared to the prior year.

Despite the increase in trade receivables, the Company did not record any allowance for credit losses as of June 30, 2024, or 2025. Management closely monitors customer creditworthiness and historical collection patterns and has not experienced any material defaults or write-offs. Management believes that the increase in trade receivables reflects normal operating fluctuations rather than deterioration in credit quality.

Other receivables totaled $334,596 as of June 30, 2024. These balances primarily consisted of an unsecured loan of $300,000 extended to a third party, bearing interest at 8% per annum and maturing on September 21, 2024, as well as amounts due from related parties of $34,596. All outstanding balances were fully repaid by their respective due dates. As a result, the Company did not recognize any allowance for expected credit losses on other receivables as of June 30, 2024.

As of June 30, 2025, the balance of other receivables was nil, reflecting the Company’s decision to discontinue third-party lending activities and focus its financial resources on core operating and growth initiatives.

Trade and Other Payables

Trade and other payables increased from $749,987 as of June 30, 2024, to $2,902,751 as of June 30, 2025. The increase primarily reflects higher procurement activity and the timing of supplier settlements toward the end of fiscal year 2025.

Trade payables increased from $263,500 as of June 30, 2024 to $2,468,220 as of June 30, 2025. The increase was mainly attributable to higher log procurement volumes, particularly toward the end of fiscal year 2025, consistent with the Company’s expanded trading activity. Trade payables are generally due within 90 to 120 days from the invoice date, in accordance with supplier terms and standard industry practices.

Other payables consist primarily of non-trade operating and financing-related balances, including amounts owing to related parties and directors, accrued operating expenses, and loan from a related party.

As of June 30, 2024, and 2025, other payables were comprised of the following:

•        Amounts owing to related parties, which decreased from $428,638 as of June 30, 2024, to $426,087 as of June 30, 2025, primarily due to repayments made during fiscal year 2025 as operating cash flows improved.

•        Amounts owing to directors, which decreased from $21,346 as of June 30, 2024, to $7,953 as of June 30, 2025. These balances represent short-term advances provided by directors to support working capital requirements. The amounts are unsecured, interest-free and repayable on demand.

•        Accrued operating expenses, which were not material in either period.

•        Loans from a related party including a balance of $34,604 outstanding as of June 30, 2024, which was fully repaid during fiscal year 2025 and was nil as of June 30, 2025.

All trade and other payables are classified as current liabilities and are expected to be settled within one year, consistent with Note 7 to the consolidated financial statements.

Inventory and Working-Capital Timing

The Company does not maintain inventory balances at period end. Although logs are transported to the Company’s Maluku yard for inspection, measurement and allocation prior to shipment, inventory turnover is rapid and logs are typically held only for short periods before delivery to customers. Accordingly, inventory balances were zero as of both June 30, 2024 and June 30, 2025.

Although the consolidated statements of cash flows reflect changes in “inventories,” these amounts do not represent inventory held on hand at reporting dates. Instead, they reflect timing differences between the procurement of logs, yard processing activities and delivery to customers, consistent with the Company’s operating model and the absence of inventory balances on the consolidated balance sheets, as further described in Note 2 to the consolidated financial statements. As a result, the Company’s liquidity requirements are primarily driven by the timing of customer collections and supplier payments rather than inventory holding levels.

Impact of Supply-Chain Arrangements on Liquidity

Our purchase arrangements with Auronova generally require payment prior to delivery, which may increase short-term working-capital requirements depending on the timing and scale of procurement activities. However, committed supply volumes and predictable lead times under these arrangements provide greater visibility into procurement schedules, enabling effective planning of cash outflows. In addition, because the supplier bears the risk of loss or damage to logs prior to delivery confirmation, our exposure to unexpected inventory-related cash outflows is limited.

Liquidity Outlook

Management believes that the Company’s current cash position and anticipated cash flows from operations and available working capital will be sufficient to meet its working-capital and operational requirements for at least the next 12 months. Following the completion of this offering, the Company expects to use a portion of the net proceeds for general working capital and corporate purposes. For further details, see “Use of Proceeds.”

CASH FLOWS ANALYSIS

The following summarizes our cash flows for the fiscal years ended June 30, 2024, and 2025:

Net cash generated from operating activities was $301,068 for the fiscal year ended June 30, 2025, compared to $22,057 for the fiscal year ended June 30, 2024. The increase was primarily attributable to higher net income during fiscal year 2025, driven by improved gross margin following the transition to yard-delivery arrangements, as well as improved operating efficiency. These positive factors were partially offset by increased working capital requirements associated with higher trade receivables.

Net cash generated from investing activities was $300,000 for the fiscal year ended June 30, 2025, compared to nil in fiscal year 2024. During fiscal year 2025, the Company received a $300,000 principal repayment from Spectrum Star Limited, representing the full settlement of an unsecured loan previously extended to a third party. The Company did not make any new loans or other material investments during the period.

As a result of the foregoing, cash and cash equivalents increased by $601,068 during fiscal year 2025, compared to an increase of $22,057 during fiscal year 2024. Cash and cash equivalents increased from $107,001 as of June 30, 2024, to $708,069 as of June 30, 2025.

CAPITAL EXPENDITURES

The Company did not incur any material capital expenditures during the fiscal year ended June 30, 2024, or 2025. As of June 30, 2025, the Company had no material commitments for capital expenditures. Any future capital expenditures are expected to be discretionary and aligned with business needs and available financial resources.

CONTINGENCIES

As of the date of this filing, the Company is not a party to any material legal proceedings, investigations or claims. The Company continues to monitor compliance with applicable laws and regulations and maintains internal controls designed to manage legal and regulatory risks.

Based on the foregoing, management believes that the Company’s liquidity position as of June 30, 2025, is sufficient to support its ongoing operating requirements, taking into account expected cash flows from operations, existing working capital resources and the absence of material capital commitments.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2025, the Company did not have any off-balance sheet arrangements, including guarantees, unconsolidated entities, contractual obligations or other relationships that would have a material effect on its liquidity, capital resources or financial condition. The Company has not entered into derivative instruments, special purpose entities or other arrangements that are not reflected in the consolidated financial statements.

For the six months ended December 31, 2024 and 2025

The following table sets forth a summary of our unaudited interim condensed consolidated results of operations for the periods indicated. This information should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for the full fiscal year or any future period.

Comparison of the six months ended December 31, 2024 and 2025

For the six months ended December 31, 2025, revenues increased by $1.2 million, or 25.7%, from $4.8 million for the six months ended December 31, 2024 to $6.0 million. The increase was primarily attributable to higher revenue from African hardwood logs and the increased contribution from sawn timber following their introduction in second half of fiscal year 2025. Gross profit increased by $0.2 million, or 23.7%, from $1.0 million to $1.3 million, while gross profit margin decreased slightly from 21.0% to 20.7%. Net income increased by $0.2 million, or 38.0%, from $0.6 million to $0.8 million, primarily due to higher gross profit and the recognition of an income tax benefit during the six months ended December 31, 2025, partially offset by higher operating expenses and lower other income.

Revenues

We generate revenue primarily from two sources: (i) sales of African hardwood logs sourced from our key supplier in the Democratic Republic of the Congo (“DRC”), and (ii) sales of sawn timber sourced from a third-party processor in Vietnam. For the six months ended December 31, 2024, and 2025, our customers were located in Hong Kong, Vietnam, Dubai and Japan, and mainly comprised importers, retailers and wood processors.

Revenues increased by $1,237,424, or 25.7%, from $4,807,558 for the six months ended December 31, 2024 to $6,044,982 for the six months ended December 31, 2025. The increase was primarily driven by higher revenue from African hardwood logs, changes in species mix and delivery arrangements, and the increased contribution from European Ash sawn timber following the Company’s introduction of sawn timber products in the second half of fiscal year 2025.

Revenue by Product Category

The following table sets out the breakdown of our revenue by product category for the periods indicated. This information should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for the full fiscal year or any future period.

Revenue from sales of African hardwood logs increased by $402,374, or 8.4%, from $4,807,558 for the six months ended December 31, 2024, to $5,209,932 for the six months ended December 31, 2025. Log sales remained the Company’s principal source of revenue, accounting for 86.2% of total revenue for the six months ended December 31, 2025.

Revenue from sales of sawn timber was $835,050 for the six months ended December 31, 2025, representing 13.8% of total revenue. No sawn timber revenue was recorded for the six months ended December 31, 2024. The increase reflects the continued expansion of the sawn timber product offering following its introduction in the second half of fiscal year 2025 and contributed meaningfully to revenue growth during the period.

Management reviews revenue by product category including logs and sawn timber, to monitor changes in sales mix over time. These categories are not presented as separate operating segments under U.S. GAAP. We operate a single business line — timber trading — and our Chief Executive Officer reviews financial information and allocates resources on a consolidated basis. Accordingly, the revenue composition information discussed above is provided to enhance investor understanding and should not be viewed as segment reporting under ASC 280.

Revenue by Country/Region

The Company generates revenue from customers located in multiple geographic regions. Revenue is classified based on customer location of the customer, while the Company’s operations and long-lived assets are principally located in Singapore. The following table sets forth the breakdown of our revenue by customer location for the period indicated.

For the six months ended December 31, 2024, total revenue was $4,807,558, primarily derived from customers in Hong Kong and Vietnam. Revenue from Hong Kong was $3,855,500, representing approximately 80.2% of total revenue while revenue from Vietnam contributed $917,185, representing approximately 19.1% of total revenue. Revenue from Dubai was $34,873, representing 0.7% of total revenue.

For the six months ended December 31, 2025, total revenue increased by $1,237,424, or 25.7% to $6,044,982 from $4,807,558 for the six months ended December 31, 2024. The geographic composition of revenue became more diversified during the period. Revenue from Hong Kong decreased by $142,608, or 3.7% to $3,712,892, representing approximately 61.4% of total revenue, compared with 80.2% in the prior period. Revenue from Vietnam increased by $579,855, or 63.2% to $1,497,040, representing approximately 24.8% of total revenue, compared with 19.1% in the prior period. We did not generate revenue from Dubai during the six months ended December 31, 2025. Revenue from Japan was $835,050, representing 13.8% of total revenue for the six months ended December 31, 2025, and was attributable to sales of European Ash sawn timber.

Overall, the changes in revenue by country/region reflected changes in customer purchasing patterns, shipment timing and product mix, including increased revenue contribution from Vietnam, the absence of Dubai revenue during the six months ended December 31, 2025, and sales of European Ash sawn timber to customers in Japan following the Company’s introduction of sawn timber products in second half of fiscal year 2025. Revenue by country/region does not represent separate operating segments, as the Company is managed and evaluated on a consolidated basis.

Revenue by Species

The following table sets forth the breakdown of the Company’s revenues by species and product type for the six months ended December 31, 2024 and 2025: