As filed with the United States Securities and Exchange Commission on June 10, 2026.

Registration No. 333-295522

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

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AMENDMENT NO. 2

TO

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

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MetaOptics Ltd
(Exact name of registrant as specified in its charter)
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Not Applicable
(Translation of registrant’s name in English)

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81 Ayer Rajah Crescent
#01-45
Singapore 139967
+65 8218 0482
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Emerging growth company ☒

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

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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, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

MetaOptics Ltd

3,000,000 American Depositary Shares
Representing 36,000,000 Ordinary Shares

MetaOptics Ltd, an exempted company incorporated in the Cayman Islands (the “Company”), is offering 3,000,000 American depositary shares (“ADSs”) representing our ordinary shares, par value S$0.00000025 per share. Each ADS represents 12 ordinary shares. This is our initial public offering in the United States, and no public market currently exists for our ADSs.

Our ordinary shares have been listed on Catalist of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) since September 9, 2025 under the stock code “9MT.” We expect the initial public offering price will be between US$5.00 and US$7.00 per ADS. The actual initial public offering price per ADS, which may reflect a discount to the current market price for our ordinary shares on Catalist of the SGX-ST, will be determined between us and the underwriters at the time of pricing. Therefore, the assumed initial public offering price used throughout this prospectus may not be indicative of the actual initial public offering price.

We have submitted an application to list the ADSs on the Nasdaq Capital Market under the symbol “MOT.” We have obtained approval from Catalist of the SGX-ST, acting as agent on behalf of the Monetary Authority of Singapore, to deal in, and for the listing and quotation of, all the ordinary shares represented by the ADSs we are offering. This offering is contingent upon final approval of the listing of the ADSs on Nasdaq.

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws as such, are eligible for reduced public company reporting requirements. Please see “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer” beginning on page 5 of this prospectus for more information.

MetaOptics Ltd is a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, MetaOptics Ltd conducts all of its operations through its wholly-owned subsidiaries in Singapore and the United States. The ADSs offered in this offering are ADSs of the Cayman Islands holding company. Investors in the ADSs should be aware that they do not directly hold any interests in our subsidiaries. Further, the depositary for the ADSs will be the shareholder of record for the ordinary shares represented by the ADSs and investors’ interests in MetaOptics Ltd will derive from the terms of the deposit agreement to be entered into among us, the depositary and the registered holders of ADSs. See “Description of American Depositary Shares.”

Investing in the ADSs involves risks. See “Risk Factors” beginning on page 11.

PRICE US$             PER ADS

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(1)     We have agreed to pay the underwriters a discount equal to             % of the gross proceeds of this offering. We have also agreed to issue, on the closing date of this offering, warrants (the “representatives’ warrants”) to Roth Capital Partners, LLC and The Benchmark Company, LLC, as the representatives of the underwriters (the “representatives”), in an amount equal to 3.0% of the aggregate number of ADSs sold in this offering, including any ADSs issued pursuant to exercise of the underwriters’

over-allotment option. The registration statement of which this prospectus is a part also covers the representatives’ warrants and the ADSs issuable upon the exercise thereof. For a description of the compensation to be received by the underwriters, see “Underwriting” beginning on page 160.

(2)      Assumes that the underwriters do not exercise any portion of the over-allotment option.

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

The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about             , 2026.

Joint Book-Running Managers

Prospectus dated             , 2026

TABLE OF CONTENTS

We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on of this prospectus.

For investors outside the United States:    Neither we nor the underwriters have taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform them about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States.

Until and including             , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

RISK FACTORS

Investing in the ADSs involves a high degree of risk. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below and our financial statements and related notes, before making an investment in the ADSs. Any of the following risks and uncertainties could materially and adversely affect our business, financial condition, results of operations and prospects. The trading price of the ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We are an early-stage high-technology company with a limited operating history and have incurred net losses since our incorporation.

The Company was incorporated in March 2025, and our wholly-owned subsidiaries were incorporated in Singapore in June 2021 and in the United States in October 2025, respectively. Accordingly, we have a limited operating history upon which to evaluate our performance and prospects. Our current and proposed operations are subject to general business risks associated with new enterprises. These include fluctuations in operating results as we react to developments in our market, secure market traction and demand for our products and technology, and navigate the competitive landscape of the industry. In addition, we could be considered a new entrant in the industry and demand for our products and technology, while growing, is still nascent. At the current stage of growth, we have generated limited revenue, and incurred losses arising from operating and administrative expenses. As of December 31, 2025 and December 31, 2024, we had accumulated losses of S$11.0 million and S$5.5 million, respectively. Our ability to achieve or sustain profitability is uncertain, and we may not be able to generate significant revenue or positive cash flow in the near term, if at all. If we fail to increase our revenue while managing operating costs, we may continue to incur losses and face pressure on our liquidity and cash resources.

We have limited historical data on recurring orders, average selling prices, gross margins, customer retention and other sales and performance metrics. We expect it will take additional time to scale our business, strengthen our customer and revenue base and gain market traction for our products and technology, while continuing our efforts in building market confidence and a track record for our products and technology. The adoption of metalens is subject to the qualification timelines of our key customers and it typically requires at least 12 months to evaluate, test and approve our products for use in their own systems or applications. To our knowledge, most, if not all, of our key customers are at varying stages of designing, design review, evaluating, information or code requests, testing and approving our products for use in their own systems or applications. Such evaluation, testing and approving processes also involved purchase orders being made by such key customers for our products with integrated metalens. As this is an ongoing and dynamic process undertaken by our customers, it is not commercially practicable to segregate the processes undertaken by our customers in respect of their evaluation, testing and approval of our metalenses for use in their own systems. Notwithstanding such qualification, timelines and processes relating to our metalenses, certain IoT products with integrated metalens may be shipped immediately upon order by our customers.

We have a substantial customer and supplier concentration, and any adverse change in these relationships could materially and adversely impact our business, results of operations and financial condition.

We derived a substantial portion of our revenue from a single customer during the fiscal year ended December 31, 2025. Our largest customer, Haur-Jye Technology, located in Taiwan, accounted for 74.6% of our total revenue in FY2025. Our reliance on a single customer exposes us to risks relating to order variability, changes in purchasing patterns, and cancellations or delays, any of which can cause significant period-to-period revenue volatility. Our supplier base is also highly concentrated. MMI Systems Pte Ltd, located in Singapore, accounted for 81.0% of our total purchases in FY2025. MMI Systems Pte Ltd is a wholly owned subsidiary of MMI Holdings Limited, one of our principal shareholders, which creates additional risks, including potential conflicts of interest and heightened scrutiny regarding the commercial terms of our arrangements. While we make purchases from MMI Systems Pte Ltd on an arm’s length basis, there can be no assurance that we will be able to maintain these arrangements on acceptable terms, or at all. Our dependence on a limited number of suppliers increases our exposure to supply disruptions, capacity constraints, quality issues, longer lead times, and adverse changes in pricing or other terms. In addition, supplier concentration may limit our negotiating leverage and our ability to quickly identify and qualify alternative suppliers on

comparable terms, particularly for specialized components. Any disruption in our relationship with MMI Systems Pte Ltd, or our inability to secure alternative suppliers in a timely manner, could delay product development or delivery, increase our costs, and harm our competitive position. If we are unable to diversify our customer base or supplier relationships, or if any of our key customers or suppliers experiences financial, operational, or other difficulties, our business, results of operations, and financial condition could be materially and adversely affected.

We rely on a limited number of suppliers and agents for key components and raw material and are susceptible to supply shortages, poor performance, or price fluctuations on such materials.

We currently purchase several key materials, or have outside vendors perform process steps, such as lens coatings, imaging sensors and color filters, handling of metalens fabrication and laser cutting, used in or during the manufacture of our products from single or limited source suppliers. We depend on a limited number of suppliers and agents for key components and raw materials, and we do not have long-term supply agreements with most of them. Such key materials, components and process steps are critical to our operations. In the event any of our suppliers and agents fail to meet the requisite quality requirements and specifications of the products and process steps, we may not be able to deliver our products to customers on a timely basis, or fulfil the specified delivery quantities to our customers, if at all. We may also fail to obtain required materials or services in a timely manner in the future or could experience delays as a result of evaluating and testing the products or services procured from potential alternative suppliers. Such events will result in a material and negative impact on our business, financial condition and results of operation.

We have in the past, and may in the future, be required to provide advance payments in order to secure key materials from suppliers. If such suppliers face any financial or other difficulties, this could limit the availability of key components or materials or impair our ability to recover advances made to these suppliers. Any interruption or delay in the supply of any of these materials or services, or the inability to obtain these materials or services from alternate sources at acceptable prices and within a reasonable amount of time, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders, thereby negatively affecting our business, financial condition, and results of operation.

We currently purchase certain of our key components and raw materials for the production of metalenses from a limited number of suppliers and agents. In particular, we sourced monochrome and color filters, one of the most crucial components contained in metalens camera modules which determine the product quality of such camera modules, from Edmund Optics Singapore Pte Ltd, with manufacturing carried out at the supplier’s Japan facility, due to our stringent product specification requirements for such components. In addition, fabrication of the metalens, the key component in our optoelectronic products including camera modules which determine the product quality of such camera modules, is undertaken by a single foundry in Singapore, A*STAR, due to the limited quantities of metalens produced.

In the event we are unable to secure fabrication capacities from foundries in Singapore or select locations as part of our expansion strategy to expand into strategic overseas markets, our ability to produce and deliver metalenses will be adversely impacted, and it may be subject to delays in the production and delivery of metalenses as well as significant capital expenditures, should we undertake the construction and set up of our own foundry. Such delays and impediments to the production and timely delivery of metalenses to our customers and industry partners will result in an adverse impact on our reputation, customer relationships, business, financial condition and results of operation.

We expect to continue to depend upon a relatively limited number of suppliers and agents for certain of our key components and raw materials. Moreover, we generally do not enter into long-term purchase agreements with our major suppliers. If the suppliers and agents for certain of our key components and raw materials are unable to meet the demand of the products such as a high-volume single-order or the exact technical specifications due to the change in supplier and agent, our revenue and reliability could be adversely affected. In addition, working with suppliers and agents exposes us to third-party capacity, yield, process and confidentiality risks we do not fully control. Our suppliers and agents could prioritize larger customers, miss specifications or schedules, or encounter geopolitical, export-control or logistics disruptions that materially impact our cost, delivery and competitiveness. In the event that all or any of these major suppliers or agents cease to supply major components or raw materials to us in the future and we are unable to find alternative suppliers or agents in a timely manner or on commercially reasonable terms, our business and financial performance may be adversely affected.

We have not yet commenced mass production of metalens prototypes, which will only take place upon receipt of a critical mass of purchase orders from our customers.

While we have successfully demonstrated the ability to produce metalenses on a 12-inch glass wafer (with each glass wafer containing in excess of 2,000 metalenses) in large quantities of up to a range of more than ten metalenses wafers per hour through the deep ultra-violet (“DUV”) immersion photolithography process, we have not yet commenced mass production of metalens prototypes, which refers to the shipment of one million metalens units per year, as we have not yet secured a major purchase order from customers necessitating mass production of our metalenses.

Separately, we may not be able to convert our upcoming product pipeline, such as AI and smart devices, to be successfully put into mass production given that such products are still in development stages and may not be easily replicated. In relation to metalenses prototypes which are within our current fabrication capabilities to mass produce, we may not be able to make a smooth transition to mass production, either via in-house manufacturing or contract manufacturers, due to various challenges including supply chain constraints that could lead to delays in obtaining raw materials or components and quality control issues that may arise when scaling up, making it harder to maintain consistent product standards. In the event we are unable to secure fabrication capacity from foundries in Singapore or around the region or such fabrication bases are unable to scale production quickly enough to meet the demand due to factors such as a lack of skilled labor necessary to operate advanced machinery or manage complex production lines, our ability to mass produce metalenses will be adversely impacted in the short term.

If we are unable to protect and enforce our intellectual property rights, we may be unable to compete effectively.

We believe that our intellectual property rights are important to our success and our competitive position, and we rely on a combination of patents and trademarks, as well as trade secrets and know-how. Although we have devoted substantial resources to the establishment and protection of our intellectual property rights, the actions taken by us may not prevent imitation or improper use of our products by others or prevent others from claiming violations of their intellectual property rights by us.

In addition, we cannot assure that, in the future, our patent applications will be approved, that any patents that may be issued to us will protect our intellectual property, or that third parties will not challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us, which may result in an adverse impact on our prospects and competitive advantage. We also rely on confidentiality procedures and contractual provisions with our employees, consultants, and business partners to protect our proprietary rights, but we cannot assure the compliance by such parties with their confidentiality obligations, which could be very time-consuming and expensive to enforce.

We have entered into several license agreements to support our intellectual property and the termination of any of these license agreements may have a material adverse impact on our ability to develop and commercialize derived products and/or technology under each respective agreement.

We have entered into several license agreements to support our various products and technology. We may, in the future, enter into additional license agreements to secure the rights to third-party intellectual property that are necessary or useful to our business. Our current license agreements and any future license agreements that we may enter into may impose various royalty payments, milestones, and other obligations on us. Under certain license agreements, we may not control the prosecution of the licensed intellectual property or may not have the first right to enforce the intellectual property. In those cases, we may not be able to adequately influence patent prosecution or enforcement or prevent inadvertent lapses of coverage due to failure to pay maintenance fees. If we fail to comply with any of our obligations under a current or future license agreement, the licensor may allege that we have breached our license agreement and may accordingly seek to terminate our license. Termination of any of our current or future licenses could result in our loss of the right to use the licensed intellectual property, which could materially adversely affect our ability to develop and commercialize products and technology. Under some license agreements, termination may also result in the transfer of or granting of rights under certain of our intellectual property and information related to the product candidate being developed under the license, such as regulatory information. The agreements under which we have licensed intellectual property or technology or may license intellectual property or technology in the future to or from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. Moreover, if disputes over intellectual property that we have licensed or may license prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected products and technology.

Some of the intellectual property covered by our licenses relates to patent applications. We cannot assure you that any of the currently pending or future patent applications will result in granted patents, nor can we predict how long it will take for such patents to be granted.

Some of the intellectual property covered by our current license from the licensor concern certain patent applications and commercialization obligations. While to some extent and for at least a certain period of time, the licensor has agreed to assume responsibility for the preparation, filing, prosecution and maintenance of patent applications covered by the licensed patent rights, we cannot be certain as to when or if final patents will be issued for those patent applications covered by the licensed patent rights. However, the licensor may not successfully prosecute certain patent applications, the prosecution of which the licensor controls, under which we are only a licensee and on which our business substantially depends. Even if patents are issued from these applications, there is no assurance that such patents will be free from defects or survive validity or enforceability challenges, and the licensors may fail to maintain these patents, or may decide not to pursue litigation against third-party infringers, or may fail to prove infringement or may fail to defend against counterclaims of patent invalidity or unenforceability.

Moreover, it is possible that the licensed pending patent applications will not result in granted patents, and even if such pending patent applications are granted as patents, they may not provide a basis for intellectual property protection of commercially viable products or may not provide us with any competitive advantages. Further, it is possible that, for any of the patents that may be granted in the future, others will design around the licensed patent rights or identify new methods or processes that do not concern the rights covered by our licenses. Further, we cannot assure you that other parties will not challenge any patents granted to the licensor or that courts or regulatory agencies will hold the licensor’s patents to be valid or enforceable. We cannot guarantee that, if required to defend the licensed patents, we will have the funds to or be successful in defending challenges made against the licensed patents. Any successful third-party challenge to the licensed patents could result in the unenforceability or invalidity of such patents, or in such patents being interpreted narrowly or otherwise in a manner adverse to our interests. Our ability to establish or maintain a technological or competitive advantage over our competitors may be diminished because of these uncertainties.

We materially rely on certain licensed intellectual property. If we breach any of the agreements under which we have been granted the license to use, develop and commercialize certain technology from third parties, we may lose such licenses, which may have an adverse impact on our business.

We have entered into three license agreements with Accelerate Technologies Pte. Ltd. (“Accelerate Technologies”), the commercialization arm of A*STAR, under which we are granted rights to intellectual property that are used in the course of our business, and we may need or choose to enter into additional license agreements in the future. Our existing license agreements impose, and we expect that future license agreements will impose on us, various regulatory and commercialization obligations, payment of milestones and royalties and other obligations. In particular, pursuant to the license agreement dated August 1, 2023 between (i) Accelerate Technologies (as licensor); and (ii) MetaOptics Technologies (as licensee) (the “Aug 2023 License Agreement”), MetaOptics Technologies is required to achieve gross revenues of at least S$3.0 million within five years from August 1, 2023, and in the license agreement dated December 20, 2023 between (i) Accelerate Technologies (as licensor); and (ii) MetaOptics Technologies (as licensee) (the “Dec 2023 License Agreement”), MetaOptics Technologies is required to achieve gross revenues of at least S$5.0 million within five years from December 25, 2023. In the event that we are unable to fulfil such obligations or other obligations imposed on us by the respective stipulated deadlines, our license agreements may be terminated.

As of the date of this prospectus, our only licensor, Accelerate Technologies, is entitled to terminate the license agreement dated December 10, 2021 between (i) Accelerate Technologies (as licensor); and (ii)(A) MST SingCo and (B) MetaOptics Technologies (each as licensee) (the “2021 License Agreement”), the Aug 2023 License Agreement, and the Dec 2023 License Agreement by, among other things, giving notice to us upon the occurrence of the following events: (i) we commit a breach of the relevant license agreement and we fail to remedy within a stipulated timeframe; (ii) an encumbrance takes possession, or a receiver is appointed, of any of our property or assets; (iii) a voluntary arrangement is entered with creditors; (iv) we go into liquidation; or (v) we cease or threaten to cease to carry on business. If any of such termination events occur and Accelerate Technologies exercises its right to terminate the license, we might not be able to market products covered by the license agreements.

As of the date of this prospectus, we had not fulfilled certain commercialization obligations under the 2021 License Agreement, the Aug 2023 License Agreement and the Dec 2023 License Agreement. However, waivers in respect of such non-fulfilments were granted by Accelerate Technologies on April 29, 2025 and December 8,

2025. Under the relevant waivers, all commercialization obligations imposed by Accelerate Technologies which had not been fulfilled were removed, amended, waived and/or extended, and we believe that we remain on track to meet the amended and/or extended obligations. See “Business — Intellectual Property Licenses Granted to Us” for further details. Except as disclosed in this paragraph, there are no other breaches by us of any of the terms of the license agreements.

Our business would suffer if any current or future licenses are terminated, if Accelerate Technologies or potential licensors fail to abide by the terms of the licenses, if the licensed patents or other rights are found to be invalid or unenforceable, or if we are unable to enter into necessary license agreements on acceptable terms.

Separately, in relation to the 2021 License Agreement, other than MetaOptics Technologies, MST SingCo currently remains a licensee to such agreement. However, the 2021 Licensed Products specifically relate to optical lenses which are not relevant to and do not overlap with MST SingCo’s principal business and product offerings to its customers. The 2021 Licensed Products have been used solely by MetaOptics Technologies since the time the 2021 License Agreement was entered into.

We believe, and MST SingCo has advised us, that it will not make commercial or business sense for MST SingCo to utilize, develop or commercialize the 2021 Licensed Products, as MST SingCo does not have the specific domain knowledge and know-how to do so. In addition, MST SingCo has advised us that MST SingCo will not be acting in its best interest as our strategic investor, as well as in the interest of us, should it compete directly with us by utilizing, developing or commercializing the 2021 Licensed Products. However, there can be no assurance that MST SingCo’s assessment will not change in the future, and it may decide to utilize, develop or commercialize the 2021 Licensed Product, which may directly compete with us.

Disputes may arise between us and our licensors regarding intellectual property.

Licensing of intellectual property is of importance to our business and involves complex legal, business and scientific issues. Disputes may arise between us and our licensors regarding intellectual property subject to a license agreement, including:

•        the scope of rights granted under the license agreements and other interpretation-related issues;

•        whether and the extent to which our technology and processes infringe on the intellectual property of the licensor that is not subject to the license agreement;

•        our right to sublicense patents and other rights to third parties;

•        our obligations with respect to the use of the licensed technology in relation to our development and commercialization of our metalens product, and the activities that satisfy those obligations;

•        the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors, us and our partners;

•        our right to transfer or assign the license; and

•        the effects of termination.

If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected metalens product.

Our intellectual property rights are protected in limited jurisdictions, which may expose us to the risk of infringement by third parties.

We have not sought patent registration or protection in other jurisdictions where we market, distribute and sell metalenses and devices, including Japan, South Korea, the United States and certain countries in Europe. As such, we may have limited or no legal recourse in the event that third parties in jurisdictions outside of Taiwan and the People’s Republic of China (the “PRC”) infringe upon our patents. As of the date of this prospectus, we have registered eight patents in Taiwan and four patents in the PRC. These jurisdictions have been strategically selected to protect our core intellectual property in markets that are most relevant to our operations and where our key competitors are based.

Disputes over intellectual property rights could be costly and could deprive us of the technologies we need to remain competitive.

We have not applied for patent registration for some of the technological know-how related to our products such as metalens, metalens camera module, metalens manufacturing equipment and metalens IoT products. This is because the application for patent registration in Singapore, Taiwan and the PRC requires public disclosure of design details which may not be in our best interest. Patent application only provides a certain degree of protection depending on the geographical coverage of the application rather than absolute global protection for such technological know-how. We consider that such degree of protection afforded by patent application to such technological know-how does not outweigh the potential risk of plagiarism or imitation which may arise from public disclosure under a patent application of such technological know-how. Any material infringement of such technological know-how could have an adverse effect on our sales and marketing efforts and hence, the results of our operations. Moreover, we adopted an asset-light business model, and accordingly, we outsource the fabrication of our products to third-party foundries rather than undertaking such activities in-house. We cannot assure you that these third-party foundries would not disclose our proprietary information to unauthorized third parties, including technical specifications and design files. While we have arrangements to help mitigate the risk of misappropriation or unauthorized use of our intellectual property by external partners, we cannot assure you that these arrangements are adequate.

As with many technology-based businesses, there is a risk that third parties may develop substantially equivalent technologies through reverse engineering or other means. Our competitors and other companies may develop substantially equivalent technologies or otherwise gain access to our technical secrets and know-how and obtain patents for such technologies in Singapore, Taiwan, China and other jurisdictions. Litigation may be necessary to determine the validity and scope of the proprietary rights of others, or to otherwise enforce our intellectual property rights. The outcome of such potential litigation may not be in our favor. An adverse determination in any such litigation could impair our intellectual property rights, such as by legally preventing our Group from utilizing our own technical secrets and know-how. In addition, we may also need to defend our intellectual property rights in legal proceedings. If we do not prevail in such proceedings, we could be required to pay damages, develop non-infringing products and technology or obtain licenses for certain products and technology. In the event that we are required to obtain any licenses, these may not be available on commercially reasonable terms or at all. Such litigation may be costly and may divert management’s attention as well as expend other resources away from our business and may harm our business and prospects.

We have identified material weaknesses in our ICFR. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

As more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting,” we have identified material weaknesses in ICFR related to policies and procedures that did not comprehensively cover multiple control areas, including but not limited to segregation of duties, processes around payroll, and purchases and payables. These material weaknesses stem from an underlying lack of sufficient accounting and financial reporting personnel with requisite knowledge of IFRS, and comprehensive accounting and reporting policies and procedures, creating a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. These material weaknesses identified have resulted in necessary corrections to and restatements of our previously issued financial statements. These material weaknesses could result in a misstatement that would result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected. Remediation plans are actively underway, and management will continue to monitor its effectiveness. Until these identified material weaknesses are fully remediated and the ICFR operates effectively for a sustained period, management will continue to assess and enhance internal controls. While management has taken steps to remediate these control weaknesses, the material weaknesses may still be unresolved.

Unless and until these material weaknesses have been remediated, or if new material weaknesses arise, material misstatements could occur and go undetected in our interim or annual financial statements, and we may be required to restate our financial statements. In addition, we may experience delays in satisfying our reporting obligations or to comply with SEC rules and regulations, which could result in, among other things, regulatory or enforcement actions, securities litigation, limitations on our ability to access capital markets, debt rating agency downgrades or rating withdrawals, or loss in confidence of our investors, any one of which could adversely affect the valuation of our ADSs

and our business prospects. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate ICFR.

If we fail to develop and maintain an effective system of ICFR, we may be unable to accurately report our financial results or prevent fraud.

As a public company, we are subject to the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires us to include a report from management on the effectiveness of our ICFR starting with our second annual report on Form 20-F. In addition, once 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 ICFR. Our management may conclude that our ICFR is not effective. Moreover, even if our management concludes that our ICFR 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 control or the level at which our control is documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, as a result of becoming a public company, our reporting obligations may place a significant strain 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 weaknesses and deficiencies in our ICFR. In addition, if we fail to maintain adequate and effective ICFR, 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 ICFR in accordance with Section 404. 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 ordinary shares and ADSs. Additionally, ineffective ICFR could expose us to increasing risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Our risk management and internal control systems may not be adequate or effective.

While we seek to improve our risk management and internal control systems on a continuous basis, we cannot assure you that these systems are sufficiently effective in ensuring the prevention of fraud. Since our risk management and internal control systems depend on implementation by our employees, we cannot assure you that our employees or other related third parties are sufficiently or fully trained to implement these systems, or that their implementation will be free from human error or mistakes. If we fail to timely update, implement, and modify, or fail to deploy sufficient human resources to maintain our risk management policies and procedures, our business, results of operations, financial condition and prospects could be materially and adversely affected.

Demand for our products depends on trends and developments in the markets for end products containing our products.

Many of our products are utilized or incorporated as core components for optical and optoelectronic instruments and systems. In particular, we offer lenses which can be used in optical systems for a wide range of consumer electronic products, such as smartphone cameras, pico projectors, micro electromechanical systems scanners, AR/VR devices and contactless biometric devices. As such, the demand for our products depends to a large extent on trends and developments in the markets for end products which we believe are characterized by rapidly changing technology, frequent new product specifications and changing customer demands. If demand for smartphone cameras, pico projectors, micro electromechanical systems scanners, AR/VR devices, and contactless biometric devices were to decrease for any reason, we would experience a corresponding decrease in demand for our metalenses which would have an adverse effect on our optoelectronic products business. If we fail to adjust our product lines or expand the use cases of our metalenses to accommodate such changes in market trends, our business and profitability may be adversely affected.

Our success also depends on our ability to adequately respond and adapt to technological developments in a timely and cost-effective manner through continuous improvement of our existing products and services and the introduction of new products applying the latest technologies that improve performance, features and reliability. The failure to adapt to such changes may have a material adverse effect on our business, operating results and financial condition.

Our customers may cancel their orders, change production quantities or delay production.

We rely on the relationships we have developed with our major customers, and generally we do not obtain firm, long-term purchase commitments from them. Our customers may continue to require shorter delivery time for their orders, cancel their orders, change production quantities or delay production for any reason. Cancellations, reductions or delays by a significant customer or by a group of customers could seriously and adversely affect our results of operations.

In addition, we make significant investment decisions, including determining the levels of business that we will seek and accept, production schedules, component and raw material procurements, personnel needs and other resource requirements, based on our estimates of future customer requirements. The short-term nature of our customers’ commitments and the possibility of rapid changes in demand for their products reduce our ability to predict future customer requirements. Although there are generally no cyclical trends in our business, on occasion, customers may require rapid increases in production due to the evolving demand dynamics of our end products, which can stress our resources and may lead to reduced margins. Moreover, we may not have sufficient capacity at any given time to meet our customers’ demands, which may result in us having to reject or delay customers’ orders. In addition, to the extent certain components of our costs and operating expenses are fixed, a reduction in customer demand could adversely impact our gross margins and operating income.

Any failure by us to further refine our technology and develop and introduce new products or improved processes could render our products or production methods uncompetitive or obsolete and reduce our sales and market share.

The optical component industry is rapidly evolving and competitive. We will need to invest significant financial resources in R&D to keep pace with technological advances in the optical component industry and to compete effectively in the future. For 2025 and 2024, we incurred expenses of S$1,843,294 and S$1,036,635, respectively, to R&D activities. However, R&D activities are inherently uncertain, and we might encounter practical difficulties in commercializing the results of our R&D activities and launching new products as originally intended. For example, MetaOptics Technologies collaborates with various local and overseas academic and research institutions, such as A*STAR in Singapore for a certain portion of its R&D activities. These collaborations are conducted pursuant to formal or contractual arrangements which set out the parties’ respective rights, responsibilities, obligations, allocation of benefits (such as intellectual property ownership) or other matters. While the terms of these agreements are generally clear, disagreements may nonetheless arise due to the inherent nature of any collaborations, including R&D collaborations. These disagreements may stem from differing interpretations of contractual provisions or from the fact that the agreements may not fully anticipate all practical scenarios that could arise during the course of a project.

In addition, our R&D expenses may not reap corresponding benefits, and our competitors or industry peers may develop technologies and processes to manufacture products that prove to be more cost-effective and have better performance and utility. Therefore, our R&D efforts may be rendered obsolete by the technological advances of others. Our R&D expenses may not be entirely capitalized, which may result in higher expenses and lower margins. Any failure by us to further refine our technology and develop and introduce new products or improved processes could render our products uncompetitive or obsolete and may result in a decline in our market share.

Life cycles of optical products’ application and imaging devices are short due to rapid changes in technology.

Our future success will partly depend on our ability to develop, design and market products and improve manufacturing and fabrication processes which meet changing customer needs and to successfully anticipate or respond to technological changes in manufacturing processes or the end consumer products in a cost-effective and timely manner. Many of our products are applied in optical products such as imaging devices, which have short product life cycles due to frequent product introductions, rapidly changing technology and evolving industry standards. There can be no assurance that we will be successful in developing new products as a result of our R&D efforts or our cooperation with industry leaders, or that it will keep pace with technological changes taking place in the market. Any delay or failure to adequately respond to the technological changes could have a material adverse effect on our business or our operating results.

The markets for our products are highly competitive.

We face competition from optical products manufacturers in Singapore and abroad who offer products that are similar to or otherwise compete with our products. Heavy reliance on a niche market with limited customers will expose us to market volatility and changing demand shifts. We also envisage that the selling price of our products and

revenue generated from product orders may be driven down in the future, in the event we are faced with competitive pressures or market share erosion. If we fail to maintain our competitiveness by failing to expand our product portfolio, failing to maintain and improve the quality of our products and maintain competitive prices, or if the number of competitors increases substantially, or if their service quality or product utility improves rapidly, or if the commercial terms they offer are more competitive, our business, financial performance and position, and prospects may be adversely affected.

Moreover, although barriers of entry exist in the design and manufacturing of optical products due to highly specific technical expertise, substantial capital requirements, and difficulties relating to building customer relationships, new industry entrants cannot be precluded from developing or acquiring the required technical capabilities and customer base through substantial investments in necessary technologies and market development to compete with our existing business. If new entrants succeed in establishing operations and developing products with superior technology that compete with us, our business and prospects may be adversely affected.

We rely, in large part, on key business and sales relationships for the successful commercialization of our products, which if not developed or maintained, will have an adverse impact on achieving market awareness and acceptance and will result in a loss of business opportunities.

To achieve wide market awareness and acceptance of our product and technologies, and as part of our business strategy, we will enter into a variety of business relationships with other companies that will incorporate our product or technology into their products or market their products based on our technologies. The successful commercialization of our product and technologies will depend in part on our ability to (i) undertake a successful campaign with our customers with our prototypes; and (ii) meet obligations under contracts with respect to the products and achieve related development requirements. The failure to secure or build these business relationships will limit the commercialization of our product and technologies, which will have an adverse impact on our business development and our ability to generate revenues. Any delays in entering into new and beneficial collaborations or strategic partnership agreements related to any product or technology we develop could hinder the development and commercialization of our product and technology, which would materially and adversely affect our business prospects, financial condition, and results of our operations.

The advancement of our product and technology and the potential commercialization of our current and future product and technology will require substantial additional financing. The entry into a variety of business relationships with other companies or such collaborations, may incur non-recurring and other charges, increase our near and long-term expenditures, and require us to issue our equity securities that dilute our existing shareholders, or disrupt our management and business.

We face competition in seeking appropriate strategic partners and alliances, and the negotiation process can be time-consuming and complex. Any definitive agreement for other partnerships or alliances is contingent, among others, on our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors, including the design or results of product and technology, the progress of our product and/or technology, the impact to our product supply chains, the potential market for the product and technology, the costs and complexities of manufacturing and delivering such product and technology for commercialization and in certain instances, across various geographies and varying competitive landscapes and the potential of competing products.

We face product liability risks, which could adversely affect our business.

The sale of our optical products involves the inherent risk of product liability claims by others. Although we maintain a product liability insurance policy, there can be no assurance that our insurance coverage will be sufficient to cover all of our losses in all events. In particular, the amount and scope of the insurance coverage may be inadequate to protect us in the event that a product liability claim is successfully asserted. If a claim is asserted and successfully litigated by an adverse party, our financial position and results of operations could be adversely affected.

Any failure to maintain our brand recognition and value may adversely affect our business.

Developing our brand recognition and value will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality products and customer service on a timely basis. In addition, brand recognition and value are based in large part on perceptions of subjective qualities, and even isolated incidents can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation. Although we have sales representatives in South Korea and sales distributors in the PRC and Taiwan to increase our brand presence and

provide high quality customer service to key smartphone manufacturers in these countries, we, including our brand and value, could nonetheless be adversely affected if our public image or reputation is tarnished by negative publicity. Any loss of confidence on the part of customers in our brand or reputation would be difficult and costly to overcome and could have a material adverse effect on our business, financial condition and results of operations.

We will need to increase the size of our organization, and we may experience difficulties in managing growth.

As of the date of this prospectus, we have seven employees, comprising three members of our management team, two other full-time employees, and two part-time employees. We are required to continue expanding our managerial, operational, technical, finance, sales and other resources in order to manage the anticipated growth of our operations, continue our development activities and expand the testing and commercialization of our optical products and technologies. Our existing management and personnel, systems and facilities may not be sufficient to manage and support our future growth. Our growth strategy requires that we expand our resources, such as hiring more personnel, upgrading facilities and enhancing our operation systems, but also ensure that we maintain the agility and innovation that have been central to us and the products offered. To achieve this, we intend to identify and hire more employees of various expertise to drive the growth of our organization. At the same time, we intend to continue to prioritize investment in R&D to drive the commercialization of our optical products and technologies.

If we are unable to attract skilled employees, increase the size of our organization or manage our future growth effectively, it will impair our ability to execute our business strategy and our business, financial condition, results of operations and growth prospects will be materially and adversely affected.

Our continued success and growth depend substantially on the continuing service and contribution of our executive officers and research scientists, as well as our ability to attract and retain new and existing technical personnel.

Our success to date can be largely attributable to the contributions and expertise of our executive officers, each of whom has invaluable experience and knowledge relevant to our industry. In particular, Mr. Thng Chong Kim has an intimate understanding of the demands, technicalities and intricacies of our business and customers’ needs. As an early-stage high-technology company, our management team is lean and comprises seven employees, comprising three members of our management team, two other full-time employees, and two part-time employees, and the loss of any member of our management team may adversely affect the execution of our business strategies and adversely impact our business operations and prospects.

We do not maintain keyperson life insurance for any of our executive officers. In assessing the need for such coverage, we have taken into account various factors, including the availability and cost of obtaining such insurance. Given the specific circumstances of certain individuals, such policies are not commercially practicable at this stage. If we are not successful in retaining the services of our management or other key personnel or hire suitably qualified personnel to replace them on a timely basis, our business, results of operation, financial conditions and prospects may be materially and adversely affected.

We also rely extensively upon experienced and skilled research scientists seconded to MetaOptics Technologies under the T-Up program to spearhead the design of the products, who have since August 1, 2025 commenced full-time employment with us. Launched in 2003, the T-Up program is a secondment program funded by Enterprise Singapore and administered by A*STAR, where A*STAR’s research scientists and engineers are seconded to local enterprises to help them build in-house R&D capabilities and grow their business revenue.

As we continue to grow, we will need additional qualified management personnel and employees to manage our expanded business. Competition for management personnel and employees, especially employees with specific technical and research expertise, may be keen and there is no guarantee that we will be able to hire and retain an adequate number of management personnel and skilled employees in the future. Notwithstanding that most of the production and fabrication of the products have been diversified and outsourced to various suppliers with specialized expertise, a shortfall in qualified management personnel and skilled employees may hinder our business execution strategies and growth plans. Compensation levels may need to be increased substantially to attract and retain our executive officers and skilled employees. The onset of any of the aforementioned situations may result in a material adverse impact on our business, financial performance, results of operation and prospects.

We may face risks associated with debt financing.

Although we have not entered into any credit facilities as of the date of this prospectus, we may require and secure bank borrowings in the future to fund our growth and business expansion initiatives. Such credit facilities may contain covenants including: (i) restrictions on change of control and disposal of materials assets; (ii) financial

covenants restricting us from incurring additional indebtedness or encumbrance over our assets; (iii) compliance with certain financial thresholds set in the relevant facility letters and agreements such as a certain level of minimum tangible net worth and loan to equity ratio; and (iv) restrictions on our ability to make distributions. The undertakings and covenants contained in the bank borrowings could restrict our ability to respond to changes in business and economic conditions to engage in potentially beneficial transactions and to obtain other required financing.

As of December 31, 2025, we have a non-current liability of S$2.1 million, which mainly arose from the amount due to MST SingCo arising from the 2021 License Agreement, under which consideration of S$2.9 million was paid on our behalf directly by MST SingCo (a co-licensee under the 2021 License Agreement), and we are obligated to repay that amount to it. MST SingCo has issued a letter to us stating it has no intention to demand immediate repayment of the aforementioned amount until June 30, 2026 (the “MST SingCo Non-Demand Letter”). Subsequently, MetaOptics Technologies sent a letter to MST SingCo reflecting an updated repayment arrangement between the parties (the “MOT to MST SingCo Acknowledgement Letter”), which provides and acknowledges that the amount of S$2.9 million, which is non-interest-bearing, and that such amount is expected to be repaid by MetaOptics Technologies to MST SingCo from 2027 onwards and by no later than 2029, or any such time as mutually agreed by MST SingCo and MetaOptics Technologies, with the first payment in 2027 being S$250,000, the second payment in 2028 being S$630,000 and the remaining S$2,000,000 in 2029. While MST SingCo has not executed any written agreement of the terms set out in the MOT to MST SingCo Acknowledgement Letter, MST SingCo has acknowledged and confirmed that it has no intention to call for early repayment of any amount prior to 2027. Thereafter, Dato Sri Chua Chwee Lee and Jee Wee Jene, who are executive directors of MST ListCo and together are controlling shareholders of MST ListCo and, indirectly of MST SingCo, each provided an irrevocable undertaking to MetaOptics Technologies that he or she will use best efforts to procure that MST SingCo shall abide by, comply with and act in accordance with the intentions and understandings of the parties reflected in the MST SingCo Non-Demand Letter and the MOT to MST SingCo Acknowledgement Letter. Each irrevocable undertaking is evidenced by a deed governed by the laws of Singapore and executed by Dato Sri Chua Chwee Lee and Jee Wee Jene, respectively, and, as such, we will not have any repayment obligations to MST SingCo prior to 2027.

In the event that we finance some of our capital expenditures through hire purchase and short-term borrowings in addition to cash flow from operations and long-term borrowings in the future, our working capital position may become negative, and our leverage ratios will increase. If we are unable to secure other funding sources for our operational requirements and additional financing is required, our operations may be adversely affected.

We may experience disruptions to our information technology (“IT”) systems or infrastructure failure.

We may be exposed to cybersecurity risks such as data breaches, ransomware, or unauthorized access to sensitive company data. As we are reliant on our IT systems, the failure of information technology systems or infrastructure may lead to loss of data, operational disruptions and our inability to deliver the products as per customers’ requests on a timely basis and thus, resulting in customers’ dissatisfaction or leakage of confidential information. There can be no assurance that our IT systems will operate without interruption or that they will not malfunction. It may be difficult or costly to keep our IT systems up-to-date or to implement major system maintenance and upgrades. Disruptions to our business may lead to the incurring of expenses or losses. Disruptions to our systems may also occur due to security or data breaches, damage to our data centers, or external interruptions in technology infrastructure. Any system disruption or failure could reduce our productivity, customer satisfaction, and/or materially and adversely affect our business, financial condition and results of operations.

Our metalens design and manufacturing processes rely on sophisticated software and are highly complex, exposing us to risks related to software issues, impurities in the production environment and manufacturing disruptions, which could reduce our production yields, hurt our sales and adversely affect our customer relationships and business reputation.

Designing and manufacturing optical components is a highly complex and precise process that requires the use of sophisticated and costly equipment and software, which have to be regularly modified and updated to improve metalens design, production yields and product performance and reduce unit manufacturing costs. However, these updates and migration to advanced technologies expose us to the risk of production difficulties arising from new or changed processes, which could affect the quality of the products and cause delivery delays, reduced output or both. As we expand our production capacity or modify our production processes to adjust to new product specifications from our customers, we may experience lower production yields, initially as is typical with any new equipment, software or process, which may have an adverse impact on our turnover and profit margins.

We must constantly update the software and ensure that our research scientists, designers and engineers are proficient in utilizing its complex features to support the new solutions and technologies we regularly introduce. This process is time-intensive and expensive and may lead to higher costs in the future. We cannot assure you that our current and planned systems, software, procedures and controls will be adequate to support our future operations.

In addition, manufacturing optical components requires a tightly controlled and clean environment. Microscopic impurities such as dust and other contaminants, minor deviations in the manufacturing process or malfunctions of equipment or facilities can cause substantial decreases in production yields, affect the quality of the product, and in some cases, cause production to be suspended or result in products unfit for commercial sale.

While we employ strict quality assurance procedures at key manufacturing stages to anticipate and mitigate potential quality issues, our products may contain undetected defects or otherwise fail to perform as expected, especially when new camera modules and optical components manufactured using the latest technologies are first introduced to the market. These defects could cause us to incur significant re-engineering costs, divert the attention of our engineering personnel from product development efforts or lead to returns of our products and adversely affect our customer relationships and business reputation.

Our tenancy agreements for our facilities in Singapore contain control requirements that restrict changes in the shareholding of MetaOptics Technologies, and a breach of these requirements could result in the termination of our leases and loss of access to our facilities.

MetaOptics Technologies leases two premises in Singapore from Jurong Town Corporation, which are used as design centers and demonstration laboratories, as well as for administrative functions. Each tenancy agreement contains a control requirement providing that the shareholders of MetaOptics Technologies as of a specified date, namely June 9, 2023 for #01-45 and April 30, 2025 for #01-51, whether individually or in any combination, must directly own more than 50% of the issued shares of MetaOptics Technologies, and that the prior consent of Jurong Town Corporation is required for any change to this requirement. As part of our corporate reorganization completed in April 2025, MetaOptics Ltd became the holding company of MetaOptics Technologies. As of April 3, 2025, MetaOptics Technologies has obtained the prior written consent of Jurong Town Corporation for the aforementioned change in control.

However, future changes in the share capital or shareholding structure of MetaOptics Technologies could trigger a breach of the control requirements unless the prior consent of Jurong Town Corporation is obtained. There can be no assurance that Jurong Town Corporation will grant consent to any future change in control, or that consent will be obtained on acceptable terms or in a timely manner. A failure to comply with the control requirements would constitute a breach of MetaOptics Technologies’ obligations under the relevant tenancy agreement, and Jurong Town Corporation would be entitled to re-enter and repossess the premises, resulting in the immediate termination of the tenancy. Although these premises are not critical to our core business operations and could be readily relocated, the loss of either or both of our leased premises could disrupt our operations and require us to relocate on short notice and potentially at higher cost.

Our operations are subject to the political, economic and social developments as well as laws, regulations and licensing requirements in Singapore and globally.

While we operate out of Singapore, we market, distribute and sell metalenses and devices across various jurisdictions, including Singapore, Japan, South Korea, China, Taiwan, the United States, and certain countries in Europe. As such, our business, prospects, financial position and results of operations may be adversely affected by political, economic, social and legal developments in Singapore and globally that are beyond our control. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, changes in interest rates, rates of economic growth, fiscal and monetary policies of the government, inflation, deflation, methods of taxation and tax policy, tariffs and other international trade policies, unemployment trends, and other matters that influence consumer confidence, spending and tourism. In particular, factors such as gross domestic product growth, disposable income and unemployment rates, both in Singapore and globally, may affect the demand for our products and services and indirectly affect our business operations.

Given the uncertainties of the future economic outlook, there is no assurance that we will be able to grow our business, or that we will be able to react promptly to any changes in economic conditions. In the event that we fail to react promptly to changing economic conditions, our business, prospects, financial condition and results of operations may be adversely affected.

Our operations are subject to the potential impact of recently imposed tariffs by the U.S. government.

As we market, distribute and sell metalenses and devices to the United States, our business, financial performance and prospects are subject to risks arising from developments in the U.S. trade policy, particularly in relation to tariffs imposed on imported goods.

In 2025, the U.S. government announced a series of tariff measures aimed at protecting domestic industries. These tariffs may affect a broad range of goods, including components and products relevant to our operations. If our products, or the components used in their manufacture, become subject to such tariffs, we may face increased costs of doing business in the United States, reduced price competitiveness, or disruptions to supply chains and customer relationships.

In response to the U.S. tariffs, a number of countries announced retaliatory tariffs and other countermeasures. Such developments may adversely affect our ability to maintain or grow our market share in the United States and may also impact broader demand for our products. Political tensions as a result of trade policies could reduce trade volume, cross-border investment, technological exchange, and other economic activities between major economies, resulting in a material adverse effect on global economic conditions and the stability of global financial and stock markets. Moreover, the heightened geopolitical uncertainty and potential for further escalation may affect the global macroeconomic environment.

Notwithstanding that the series of tariff measures imposed by the U.S. administration does not have any material impact on us, there is no assurance that current or future U.S. tariff measures, including those introduced or expanded under the current administration, or any countermeasures enacted in response to such tariffs, will not have a material adverse effect on our business, financial condition, results of operations and prospects.

We do not currently generate significant revenue from the U.S. market. However, this does not preclude the possibility of us deriving material revenue from the United States in the future. Additionally, the impact of tariff measures may be indirect, as they could potentially affect our customers based in the PRC and Taiwan.

We may be subject to liabilities for non-compliance with statutory provisions.

There have been instances of procedural non-compliance arising from instances of inadvertent omissions and administrative oversights leading to us not fully complying with certain statutory provisions in Singapore. In particular, default penalties amounting to S$150 were imposed in relation to the late lodgment of the notice of appointment of the auditor in 2022, and in relation to the late lodgment of the notice of resolution of an extraordinary general meeting in 2023. These penalties have been duly settled in full, and we confirm that these matters did not have any material adverse impact on us. While we have (i) engaged Ascentium as our corporate secretarial agent and to assist with the day-to-day oversight of the corporate secretarial matters and to mitigate against further instances of non-compliance in respect of our Group; and (ii) have not been subject to any disciplinary actions or proceedings, and no other enforcement actions have been taken against us for the aforementioned non-compliance as of the date of this prospectus, there is no assurance that further penalties will not be imposed for any past non-compliance or that such lapses will not recur in the future.

We may consider acquisitions or strategic collaborations which are capital intensive, result in dilutive effects to our shareholders’ equity interest, cause us to incur debt or assume contingent liabilities and/or subject us to other risks.

From time to time, we may contemplate undertaking various acquisitions and strategic collaborations, including licensing or acquiring intellectual property rights, technologies or businesses, as well as joint ventures or strategic partnerships with manufacturers, foundries, or industry partners. Any potential acquisition or strategic partnership we may undertake involves several risks and challenges, including, but not limited to:

•        increased operating expenditure and cash flow requirements;

•        assimilation of operations and intellectual property, including difficulties associated with integrating new personnel;

•        the diversion of our management’s time and focus from our existing operations and initiatives in pursuing such a strategic partnership, merger or acquisition;

•        retention of key employees, the loss of key personnel, and uncertainties in maintaining crucial business relationships;

•        risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products, assets, technology portfolio and capabilities; and

•        our inability to generate revenue from acquired intellectual property rights, assets, technologies, and/or businesses sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

If we undertake acquisitions or strategic partnerships, we may issue securities which will dilute the equity interests of our shareholders and ADS holders, take on debt obligations, incur significant one-off expenditures or acquire intangible assets that could result in substantial future amortization expenses. Moreover, we may not identify suitable acquisition or strategic partnership opportunities, and this inability could impair our growth or limit access to technology or products or fabrication capabilities that may be important to the development of our business.

Growing focus on evolving environmental, social, and governance (“ESG”) issues by shareholders, merchants, users, regulators, employees and other stakeholders may impose additional risks and costs on our business.

Matters relating to ESG have become an area of growing and evolving focus among our shareholders and other stakeholders, including among merchants, users, employees, regulators and the general public in the geographic markets in which we operate. In particular, we face heightened expectations with respect to our practices, disclosures and performance in relation to environmental sustainability, climate change, biodiversity, diversity, equity and inclusion and human rights practices, among other topics.

The current regulatory landscape regarding climate change and other ESG-related matters is evolving and is likely to continue to develop in ways that require our business to adapt and require us to make certain disclosures regarding our operations and our commitments. Governments are, and may continue to, enact new laws and regulations and/or view matters or interpret laws and regulations differently than they have in the past, including laws and regulations which are responsive to ESG trends or otherwise seek to reduce the carbon emissions relating to travel and set minimum energy efficiency requirements, which could materially and adversely affect our business, results of operations and financial condition.

If we fail to meet rapidly evolving expectations on ESG matters, we may experience harm to our brand and reputation, adverse press coverage, a reduction in our attractiveness as an investment, greater regulatory scrutiny and potential legal claims, greater difficulties in attracting and retaining users and talent, increased costs associated with our legal compliance, insurance or access to capital, and as a consequence, our business, results of operations, financial condition and/or stock price could be materially and adversely affected.

Fluctuations in foreign currency exchange rates may adversely affect our operational and financial results.

We operate in multiple geographic markets, which exposes us to the effects of fluctuations in currency exchange rates. We generally incur costs and expenses for employee compensation and other operating expenses in the local currencies in the markets in which we operate. We do not rely on any single currency as we earn revenue in different local currencies across our markets. However, fluctuations in the exchange rates among the various currencies that we use could cause fluctuations in our operational and financial results. Because fluctuations in the value of these local currencies are not necessarily correlated, our results of operations in any period may be materially and adversely affected by such volatility. Additionally, we may be subject to restrictions on currency exchange in some of the jurisdictions in which we operate.

We may enter into derivatives transactions and incur relevant costs from time to time to manage our exposure to exchange rate risk. Such derivatives transactions, while intended to be nonspeculative, are designed to protect us against increases or decreases in exchange rates, but not both. If we have entered into derivatives transactions to protect against, for example, decreases in the value of a local currency and such local currency instead increases in value, we may incur financial losses. Such losses could materially and adversely affect our financial condition and results of operations.

The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions.

We are a holding company. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable laws and regulations in these markets. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries in some of our markets to distribute dividends to us, the relevant regulations may be changed and the ability of these subsidiaries to distribute dividends to us may be restricted in the future. For more information, please see “Dividend Policy” beginning on page 36 of this prospectus.

Risks Related to the ADSs and this Offering

There has been no prior market for our ordinary shares or the ADSs on a U.S. national securities exchange, and an active and liquid market for the ADSs may fail to develop or be sustained, which could harm the market price of the ADSs.

Our ordinary shares have been listed on Catalist of the SGX-ST since September 9, 2025. Prior to this offering, there has been no public market on a U.S. national securities exchange for our ordinary shares or the ADSs. We plan to apply to list the ADSs on the Nasdaq Capital Market. There is no guarantee that Nasdaq, or any other exchange or quotation system, will permit the ADSs to be listed and traded. The closing of this offering is contingent upon the successful listing of the ADSs on the Nasdaq Capital Market. Even if the ADSs are approved for listing on the Nasdaq Capital Market, a liquid public market for the ADSs may not develop, or if it is developed, may not be sustained. The lack of an active market may impair your ability to sell the ADSs at the time you wish to sell them or at a price that you consider reasonable.

The initial public offering price for the ADSs has been determined by negotiation between us and the representatives based upon several factors, including prevailing market conditions, our historical performance, the trading price of our ordinary shares in Singapore, estimates of our business potential and earnings prospects and the market valuations of similar companies. The initial public offering price for the ADSs may not be indicative of the price at which ADSs will trade in the public market after this offering. The price at which the ADSs are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of the ADSs regardless of our operating performance or prospects.

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of the ADSs is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with similar business operations. In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following:

•        variations in our net revenues, earnings and cash flows;

•        announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

•        announcements of new offerings and expansions by us or our competitors;

•        changes in financial estimates by securities analysts;

•        detrimental adverse publicity about us, our products and services or our industry;

•        announcements of new regulations, rules or policies relevant for our business;

•        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 large and sudden changes in the volume and price at which the ADSs 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.

The dual listing of our ordinary shares and the ADSs following this offering may adversely affect the liquidity and value of the ADSs.

Following this offering and after the ADSs are traded on the Nasdaq Capital Market, our ordinary shares will continue to be listed on Catalist of the SGX-ST. We cannot predict the effect of this dual listing on the value of our ordinary shares and ADSs. However, the dual listing of our ordinary shares and the ADSs may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for the ADSs in the Unites States. The price of the ADSs could also be adversely affected by trading in our ordinary shares on Catalist of the SGX-ST.

Although our ordinary shares will initially continue to be listed on Catalist of the SGX-ST following this offering, we may decide at some point in the future to propose to our ordinary shareholders to delist our ordinary shares from Catalist of the SGX-ST, and our ordinary shareholders may approve such delisting. We cannot predict the effect such delisting of our ordinary shares on Catalist of the SGX-ST would have on the market price of the ADSs on the Nasdaq Capital Market.

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

If you purchase the ADSs in this offering, you will pay more for each ADS than the corresponding amount paid by existing shareholders for their ordinary shares. In addition, you will pay substantially more for the ADSs in this offering than our net tangible book value per ordinary share. As a result, you will experience immediate and substantial dilution of approximately US$5.16 per ADS, assuming that no outstanding options to acquire ordinary shares are exercised. This number represents the difference between the assumed initial public offering price of US$6.00 per ADS, the mid-point of the estimated initial public offering price range set forth on the front cover of this prospectus, and our adjusted net tangible book value of US$0.84 per ADS as of December 31, 2025, after giving effect to this offering. You may experience further dilution to the extent that our ordinary shares are issued upon exercise of any share options. See “Dilution” for a more complete description of how the value of your investment in ADSs will be diluted upon completion of this offering.

We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our operating results or the price of the ADSs.

We intend to use the proceeds from this offering for the purposes and in the manner set out in the section entitled “Use of Proceeds” of this prospectus. However, there can be no assurance that our current intentions will materialize. As a result of the number and variability of factors that determine our use of the proceeds from this offering, the actual uses may vary substantially from our current intentions. Our management will have considerable discretion in the application of the net proceeds received by us from 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 ADS price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

Our shareholders may face difficulties in protecting their interests, and the ability to protect their rights through U.S. courts may be limited because we are incorporated under Cayman Islands law and our operations are based in emerging markets.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, 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 jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, 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 state or federal court in the State of New York. Moreover, while under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit.

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, the register of mortgages and charges and any special resolutions passed by shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our 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. If we choose to follow the home country practice, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “— We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies” and “— As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. domestic issuers. This may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.”

Additionally, as a company incorporated under Cayman Islands law with operations based in emerging markets, there may be challenges in enforcing U.S. judgments or court orders. These challenges may include differences in legal systems and limited legal enforcement mechanisms, and local regulations that make it difficult to collect on judgments.

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

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

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

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

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

•        the sections of the Exchange Act imposing liability for insiders who profit from trades made in a short period of time; and

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

Following this offering, 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 quarterly basis, distributed pursuant to the rules and regulations of Nasdaq. 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 the information 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 were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. domestic issuers. This may afford less protection to holders of our common shares than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different from the standards applied to U.S. domestic issuers and could provide less protection to you than you would have under the Nasdaq rules applicable to domestic issuers. We intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers. In the future, we may rely on certain exemptions provided by Nasdaq. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses and may impede our ability to maintain our listing on Nasdaq.

After our listing on the Nasdaq Capital Market, 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. If we lose our foreign private issuer status on a determination date, then, beginning on the first day of the fiscal year following the determination date, we would have to comply with U.S. federal proxy rules and other requirements, our officers and directors would become subject to the short-swing profit recovery provisions of Section 16 of the Exchange Act and holders of more than 10% of our ordinary shares would become subject to the reporting and short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules as well as our ability under the Exchange Act to present our financial statements pursuant to IFRS instead of pursuant to U.S. GAAP. In addition, on June 4, 2025, the SEC issued a concept release seeking public comment on whether to amend the current eligibility criteria for foreign private issuer status under the U.S. securities laws to better balance investor protection and capital formation. This marks the first comprehensive review of the foreign private issuer regulatory framework since 2008 and signals a potential material shift in the foreign private issuer regulatory framework. While no rule changes have been proposed yet, any future amendments could impact our eligibility to qualify as a foreign private issuer.

As a U.S. listed public company that would not qualify as a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer, as well as increased accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange. If we lose our foreign private issuer status and are unable to devote adequate funding and the resources needed to maintain compliance with Nasdaq’s corporate governance requirements applicable to domestic issuers, we may become unable to maintain the listing of the ADSs on the Nasdaq Capital Market or other U.S. securities exchanges.

Our financial statements may not provide you the same information as financial statements prepared under U.S. accounting rules.

Our financial statements are prepared in accordance with IFRS. IFRS differs from U.S. GAAP in certain significant respects, including, among others, the recognition of revaluation of the property, the classification of minority interest in accordance with net identifiable assets, the nonrecognition of deferred employees’ profit sharing, consolidation of subsidiaries, the acquisition of shares of subsidiaries from minority stockholders and the determination of deferred income taxes. For this and other reasons, the presentation of financial statements and reported earnings prepared in accordance with IFRS may differ in significant respects from the presentation of financial statements and reported earnings prepared in accordance with U.S. GAAP.

We will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies.

Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. For as long as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among others, the exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting. As a result, our shareholders may not have access to certain information that they deem important.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our securities that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Because we will be subject to ongoing public reporting requirements for such time as we remain an emerging growth company that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our securities less attractive if we elect to rely on these exemptions or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our securities.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and they may not be able to exercise their right to direct the voting of the underlying ordinary shares represented by your ADSs.

Holders of the ADSs do not have the same rights as our registered shareholders. As a holder of ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights that are carried by the underlying ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. If we timely instruct the depositary to ask for your instructions, then upon receipt of your voting instructions, the depositary will endeavor to vote the underlying ordinary shares represented by your ADSs in accordance with such instructions insofar as practicable and permitted under the provisions of or governing our ordinary shares. If we do not instruct the depositary to ask for your instructions, voting instructions will not be sought from holders of ADSs. You will not be able to directly exercise your right to vote with respect to the underlying ordinary shares represented by your ADSs unless you withdraw the ordinary shares represented by your ADSs and become the registered holder of such shares prior to the record date for the general meeting.

When a general meeting is convened, you may not receive sufficient advance notice of the meeting to surrender your ADSs for the purpose of withdrawal of the ordinary shares underlying your ADSs and become the registered holder of such shares to allow you to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and fix in advance a record date for such meeting. Such closure of our register of members or the setting of such a record date may prevent you

Singapore take-over laws contain provisions that could discourage a take-over of us.

We are subject to the Singapore Take-over Code which contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of us. Under the Singapore Takeover Code, except with the consent of the Securities Industry Council of Singapore, any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with him, in 30% or more of the voting shares, is required to extend a take-over offer for the remaining voting shares in accordance with the Singapore Take-over Code. Except with the consent of the Securities Industry Council of Singapore, such a take-over offer is also required to be made if a person holding between 30% and 50% (both inclusive) of the voting shares, either on his own or together with parties acting in concert with him, acquires additional voting shares representing more than 1% of the voting shares in any six month period. While the Singapore Take-over Code seeks to ensure an equality of treatment among shareholders, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of our ordinary shares and the ADSs and the ability to realize any benefits from a potential change of control.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs or are registered under the provisions of the Securities Act. To the extent the rights are transferable, the depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

Substantial future sales or perceived potential sales of ADSs in the public market could cause the price of ADSs to decline.

Sales of substantial amounts of ADSs in the public market after completion of this offering, or the perception that these sales could occur, could adversely affect the market price of ADSs. The ADSs sold in this offering will be freely tradable without restriction or further registration under the Securities Act. In connection with this offering, we and certain of our directors, executive officers, and shareholders, which, in the aggregate, beneficially own more than 50% of our ordinary shares immediately prior to this offering, have agreed not to sell any ordinary shares or ADSs for 180 days after the date of this prospectus without the prior written consent of the representatives of the underwriters, subject to certain exceptions. We have also agreed, where applicable, not to facilitate our shareholders’ conversion of ordinary shares to ADSs during such period without the prior written consent of the representatives. However, at the request of the parties subject to the lock-up restriction, the representatives may exercise their discretion to release the lock-up restriction prior to the expiration of the lock-up period. Any sale or perceived sale of the shares into the market may cause the price of ADSs to decline. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on a price appreciation of the ADSs for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business, including our expansion plans in the United States. 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 the ADSs as a source for any future dividend income.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades the ADSs or publishes inaccurate or unfavorable research about our business, the market price for the ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.

ADS holders are not entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary directly or indirectly arising out of, based on or relating to our ordinary shares, other deposited securities, the ADSs, the ADRs, the deposit agreement or any transaction contemplated therein or the breach thereof (whether based in contract, tort, common law or any other theory), including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs shall relieve us or the depositary from our respective obligations to comply with the Securities Act and the Exchange Act.

Notwithstanding the foregoing, even if an action is brought against the depositary, by holding an ADS or an interest therein or being a holder of ADRs, you will be agreeing that (i) the depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly based on, arising out of or relating to the deposit agreement, the ADSs, the ADRs or the transactions contemplated in any of them, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination against any other party or parties to the deposit agreement, by having the dispute referred to and finally resolved by an arbitration conducted, in the depositary’s discretion, in either New York or Hong Kong.

An ADS holder’s right to pursue claims against the depositary is limited by the terms of the deposit agreement. The obligation and liability of the depositary and us are also limited by the terms of the deposit agreement.

Under the deposit agreement, any legal suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement (including a cause of action arising under the Securities Act or the Exchange Act) or the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in the state or federal courts in the State of New York, and you, as a holder of the ADSs, will have irrevocably waived any objection which you may have to those courts as a venue for any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. This exclusive forum provision may subject you to increased costs to bring a claim and limit your ability to bring a claim in a judicial forum that you believe to be favorable, which may discourage such lawsuits. It is possible that a court could find this type of forum selection provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. Accepting or consent to this forum selection provision does not constitute a waiver by you of compliance with federal securities laws and the rules and regulations thereunder. You may not waive compliance with federal securities laws and the rules and regulations thereunder. The deposit agreement provides that the depositary may require any

claim asserted by it against us arising out of or relating to our ordinary shares, the ADSs or the deposit agreement be referred to and finally settled by an arbitration conducted under the terms described in the deposit agreement. See “Description of American Depositary Shares” for more information.

You may be subject to limitations on the transfer of your ADSs.

The ADSs are transferable on the books of the depositary. However, the depositary may close its books (and/or any portion thereof) at any time or from time to time when deemed expedient by it. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. The issuance of ADSs, the acceptance of deposits of shares, the registration, registration of transfer, split up or combination of ADRs or, subject to applicable law, the withdrawal and delivery of ordinary shares on the cancellation of ADSs may be suspended, generally or in particular instances, when the books of the depositary or our share register is closed or when any such action is deemed required, necessary or advisable by the depositary for any reason.

We may not be able to satisfy listing requirements of the Nasdaq Capital Market or obtain or maintain a listing of the ADSs.

We must meet certain financial and liquidity criteria to obtain and maintain a listing on the Nasdaq Capital Market; however, there is no guarantee that we will be able to satisfy these requirements. If we fail to meet any of Nasdaq’s listing standards, the ADSs may be delisted. In addition to applying its enumerated listing standards, Nasdaq has broad discretionary authority over the initial and continued listing of securities on Nasdaq in order to maintain the quality of and public confidence in its market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest. Nasdaq may use this discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, our board of directors may determine that the cost of maintaining our listing on a U.S. national securities exchange outweighs the benefits of such listing. A delisting of the ADSs may materially impair your ability to buy and sell the ADSs and could have an adverse effect on the market price of, and the efficiency of the trading market for, the ADSs. The delisting of the ADSs could significantly impair our ability to raise capital and the value of your investment.

Negative publicity, which includes those relating to any of our directors, executive officers, or significant shareholders, may adversely affect the price of the ADSs.

Negative publicity or announcements relating to any of our directors, executive officers or significant shareholders may adversely affect the market perception of us or the price or trading performance of the ADSs, whether or not it is justified. For instance, such negative publicity may arise from unsuccessful attempts in joint ventures, acquisitions or take-overs, or involvement in insolvency proceedings.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

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

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

•        our goals and strategies;

•        our future business development, financial condition and results of operations;

•        our expectations regarding demand for and market acceptance of our products;

•        expected changes in our revenue, costs or expenditures;

•        competition in our industry;

•        our proposed use of proceeds from this offering;

•        government policies and regulations relating to our business and industry;

•        general economic and business conditions in Singapore, Southeast Asia and globally; and

•        assumptions underlying or related to any of the foregoing.

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance.

Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from industry publications and reports generated by third-party providers of market intelligence. Although we believe that this data is reliable, we have not independently verified the accuracy or completeness of the data and information contained in these publications and reports. Statistical data in these publications also include projections based on a number of assumptions. Failure of these markets to grow at the projected rate may have a material and adverse effect on our business and the market price of the ADSs. 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 rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately US$14.3 million from this offering (or US$16.8 million if the underwriters exercise their option to purchase additional ADSs in full), assuming an initial public offering price of US$6.00 per ADS, the mid-point of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each US$1.00 increase (or decrease) in the assumed initial public offering price of US$6.00 per ADS would increase (or decrease) the net proceeds to us from this offering by approximately US$2.8 million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (or decrease) of 1,000,000 in the number of ADSs offered by us would increase (or decrease) the net proceeds to us from this offering by approximately US$5.6 million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. We do not expect that a change in the initial public offering price or the number of ADSs offered by us would have a material effect on our uses of the proceeds from this offering, although it may accelerate the time at which we will need to seek additional capital.

We intend to use the net proceeds from this offering primarily to support our expansion plans in the United States, including for the following purposes:

•        approximately US$7.1 million, or 50.0%, for product development and strategic partnerships (including up to approximately US$2.9 million, or 20.0%, for acquisition of businesses, technologies, or other assets that we believe will complement our existing operations), including:

•        development of products incorporating our metalens technology;

•        enhancement of our manufacturing and prototyping capabilities such as next generation DLW systems and automatic camera module assembly equipment;

•        development of rectangular metalens and tunable metalens camera modules;

•        demonstration of ultra-thin metalens smartphones and gesture-controlled metalens smart glasses; and

•        integration of metalenses into integrated circuits and co-packaged optics;

as of the date of this prospectus, we have not identified any specific targets for potential acquisition or investments;

•        approximately US$1.8 million, or 12.5%, for development of AI-powered software and algorithmic capabilities supporting our metalens products and applications; and

•        approximately US$5.4 million, or 37.5%, for working capital and general corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds from this offering, which will applied on a pro rata basis if the actual net proceeds are higher or lower than the estimated amount. Our management, however, will have discretion in the application of net proceeds to us from this offering, and investors will be relying on the judgment of our management regarding the use of these net proceeds. If an unforeseen event occurs or business conditions change, we may use the proceeds from this offering differently than as described in this prospectus. See “Risk Factors — Risks Related to the ADSs and this Offering — We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our operating results or the price of the ADSs.”

The forward-looking statements made in this prospectus relate only to events or information as of the date on which these statements are made in this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

DIVIDEND POLICY

Our Company and its subsidiaries have not declared or distributed any dividends as of the date of this prospectus.

We currently do not have a fixed dividend policy. The declaration and payment of future dividends may be recommended by our Board at their discretion, after considering a number of factors, including the factors outlined below, as well as other factors deemed relevant by our board of directors:

•        the level of our cash and retained earnings;

•        our actual and projected financial performance;

•        our projected levels of capital expenditure and expansion plans;

•        the ability of our subsidiary to make dividend payments to our Company;

•        our working capital requirements and general financial condition; and

•        the terms of borrowing or financing arrangements (if any).

As a holding company incorporated in the Cayman Islands and given that our business is operated through our subsidiaries in Singapore and the United States, we are further dependent on distributions from our subsidiaries, MetaOptics Technologies and MetaOptics USA, in order to declare and pay dividends in the future. The ability of our subsidiaries to declare any dividends to us, in terms of the timing, amount and form, will depend on the income and cash available to them and may be restricted under applicable laws or regulations. Our subsidiaries may also be restricted from paying dividends or making any other distributions to us, as required by the terms of the instruments governing the borrowings of our subsidiaries, as the case may be.

All dividends must be paid out of our profits available for distribution, as derived from the standalone audited financial statements of our Company and not from our audited consolidated financial statements or our share premium account. Our board of directors may, without the approval of our shareholders, resolve to pay dividends and authorize payment of the dividends out of the funds of our Company lawfully available therefor. A dividend shall be deemed to be an interim dividend unless the terms of the resolution pursuant to which the board of directors resolve to pay such dividend specifically state that such dividend shall be a final dividend. All dividends will be paid in accordance with the Companies Act and our Memorandum and Articles of Association.

If we pay any dividends on our ordinary shares, we will pay those dividends that are payable in respect of the ordinary shares underlying our ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to our ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.”

No inference should or can be made from any of the foregoing statements as to our actual future profitability or ability to pay dividends.

CAPITALIZATION

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

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of 36,000,000 ordinary shares in the form of ADSs by us in this offering, based on an assumed initial public offering price of US$6.00 per ADS, the mid-point of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise its option to purchase additional ADSs in full in this offering.

The as adjusted capitalization information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the actual initial public offering price of the ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus and the section of this prospectus titled “Management’s discussion and analysis of financial condition and results of operations.”

____________

(1)      Total capitalization equals the sum of long-term debt and total equity.

The number of shares outstanding does not give effect to:

•        any exercise of the representatives’ warrants; and

•        any exercise of the underwriters’ option to purchase additional ADSs in this offering.

The as adjusted columns exclude the impact on equity of the issuance of the representatives’ warrants.

We have translated information in the table above presented in S$ into US$ at the rate of S$1.284068 to US$1.00, the approximate exchange rate as of December 31, 2025.

Each US$1.00 increase (or decrease) in the assumed initial public offering price of US$6.00 per ADS would increase (or decrease) the amount of our as adjusted cash and cash equivalents, total equity, and total capitalization by US$2.8 million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (or decrease) of 1,000,000 in the number of ADSs offered by us would increase (or decrease) the amount of our as adjusted cash and cash equivalents, total equity, and total capitalization by US$5.6 million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

DILUTION

If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2025 was approximately US$5.4 million, or US$0.02 per ordinary share and US$0.27 per ADS. Each ADS represents 12 ordinary shares. Our net tangible book value per share represents the amount of our total consolidated tangible assets less our total consolidated liabilities, divided by the number of ordinary shares outstanding as of December 31, 2025. As adjusted net tangible book value per ordinary share is calculated after giving effect to the issuance of ordinary shares in the form of ADSs by us in this offering. Dilution is determined by subtracting the net tangible book value per ordinary share and ADS immediately upon the completion of this offering from the initial public offering price per ordinary share and ADS.

After giving further effect to the issuance and sale of ordinary shares in the form of ADSs in this offering, based on an assumed initial public offering price of US$6.00 per ADS, the mid-point of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2025 would have been US$19.7 million, or US$0.07 per ordinary share and US$0.84 per ADS. This represents an immediate increase in net tangible book value of US$0.05 per ordinary share and US$0.58 per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$0.43 per ordinary share and US$5.16 per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

Each US$1.00 increase (or decrease) in the assumed initial public offering price of US$6.00 per ADS would increase (or decrease) our as adjusted net tangible book value by US$0.01 per ordinary share and US$0.12 per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (or decrease) of 1,000,000 in the number of ADSs offered by us would increase (or decrease) our as adjusted net tangible book value by US$0.02 per ordinary share and US$0.24 per ADS, assuming no change in the assumed initial public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in this offering in full, our as adjusted net tangible book value as of December 31, 2025 would have been US$22.2 million, or US$0.08 per ordinary share and US$0.94 per ADS, and the dilution in as adjusted net tangible book value per ordinary share and per ADS to new investors purchasing ADSs in this offering would be US$0.42 and US$5.06, respectively, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

ENFORCEABILITY OF CIVIL LIABILITIES

Cayman Islands

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability, in order to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:

•        political and economic stability;

•        an effective judicial system;

•        a favorable tax system;

•        the absence of exchange control or currency restrictions; and

•        the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include but are not limited to:

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

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

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

Our operations are mainly conducted in Singapore, and substantially all of our assets are located in Singapore. All of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets 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 individuals, or to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. We have been informed by Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, that the United States and the Cayman Islands are not a party to any treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. 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 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 Maples and Calder (Hong Kong) LLP that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands, at common law, without any re-examination of the merits of the underlying dispute by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner, and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the 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.

Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.

A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Singapore

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. 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) enter judgments in original actions brought in Singapore against us or our directors or officers predicated solely upon the securities laws of the United States or any state in the United States.

In making a determination as to enforceability of a judgment of the courts of the United States, the Singapore courts need to be satisfied that the judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money.

In general, a foreign judgment that is final and conclusive as between the parties, given by a competent court of law having jurisdiction over the parties subject to such judgment, and for a fixed and ascertainable sum of money, may be enforceable as a debt in the Singapore courts under common law unless procured by fraud, or if the proceedings in which such judgment was obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgment(s) from Singapore or earlier foreign judgment(s) recognized in Singapore, or if the 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. Singapore courts do not allow the enforcement of foreign judgments against us, our directors and officers to the extent that doing so would 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 under civil liability provisions of the federal securities law of the United States would be regarded by the Singapore courts as being a judgement given pursuant to foreign penal, revenue or other public laws. Such a determination has yet to be conclusively made by a Singapore court in a reported decision.

CORPORATE HISTORY AND STRUCTURE

Corporate History

MetaOptics Ltd is a holding company incorporated under the laws of the Cayman Islands on March 21, 2025. We conduct our operations through (i) MetaOptics Technologies, our wholly-owned subsidiary in Singapore incorporated on June 15, 2021, and (ii) MetaOptics USA, our wholly-owned subsidiary in the United States incorporated on October 27, 2025.

Restructuring in Connection with SGX-ST Placement

Our ordinary shares were listed on Catalist of the SGX-ST on September 9, 2025 (the “SGX-ST Placement”), see “— Listing on Catalist of the SGX-ST” below. In connection with the SGX-ST Placement, we undertook a restructuring exercise to rationalize and streamline our Group (the “Restructuring Exercise”).

The following steps were taken during the Restructuring Exercise:

(i) Incorporation of our Company

Our Company (Registration No. 419911) was incorporated in the Cayman Islands on March 21, 2025 under the Companies Act as an exempted company under the name “METAOPTICS INC.” Effective June 27, 2025, we changed our name to “MetaOptics Ltd” At the time of incorporation, our Company had an issued and paid-up share capital of S$0.0001 comprising one ordinary share of par value of S$0.0001, which was held by Mapcal Limited. Mapcal Limited which is an affiliate company of Maples and Calder (Hong Kong) LLP, the legal adviser to our Company as to Cayman Islands law, was used for administrative ease to facilitate the incorporation of our Company. Immediately after the incorporation of our Company on March 21, 2025, the entire issued and paid-up share capital of our Company was transferred from Mapcal Limited to Angelling Capital Holdings Limited, a company that is wholly-owned by Mr. Thng Chong Kim, our Executive Chairman.

(ii) Acquisition of 100% of the issued and paid-up share capital in MetaOptics Technologies by our Company

On April 30, 2025, our Company acquired the entire issued and paid-up share capital in MetaOptics Technologies pursuant to a sale and purchase agreement (“Share Swap Agreement”) with all of the shareholders of MetaOptics Technologies as of April 30, 2025, being: (a) Yang Chia International Co Ltd; (b) Mr. Lin, Chen-Yen; (c) Angelling Capital Holdings Limited; (d) L & K Precision Engineering Pte. Ltd.; (e) Opulent Techno Pte. Ltd.; (f) Mr. Zhang Hongjun; (g) Z&H Brothers Oversea Investment Pte. Ltd.; (h) Accelerate Technologies; (i) Dong & Geng Capital Pte. Ltd.; (j) Haur-Jye Technology Co. Ltd.; (k) Aquaspring Group Limited; (l) Dr. Arseniy Kuznetsov; (m) MMI Holdings Limited; (n) Autec Solutions Pte. Ltd.; (o) MST SingCo; (p) Origgin Ventures Pte. Ltd.; (q) Mr. Aloysius Chua Hao Peng; (r) Oriental Spirit Pte. Ltd.; (s) Technical Trend Pte. Ltd.; (t) Mr. Chang, Shun-Teh; and (u) Mr. Chen Xin.

The consideration amount was satisfied by the allotment and issuance of 509,008 ordinary shares of a par value of S$0.0001 each of our Company to the shareholders and was arrived at on a willing-buyer and willing-seller basis, taking into account the net asset value of MetaOptics Technologies as of December 31, 2024.

On April 30, 2025, the transfer of 100% of the equity interest in MetaOptics Technologies to our Company was completed. Following such transfer, MetaOptics Technologies became a direct wholly-owned subsidiary of our Company.

Following the completion of the Restructuring Exercise, our issued and paid-up share capital was S$50.9009, comprising 509,009 ordinary shares of a par value of S$0.0001 each.

Share Subdivision

On June 27, 2025, the shareholders of our Company approved a share subdivision, pursuant to which each authorized issued and unissued share of a par value of S$0.0001 in our Company was subdivided into 400 shares of a par value of S$0.00000025 each, such that the authorized share capital of the Company was changed from S$50,000 divided into 500,000,000 ordinary shares of a par value of S$0.0001 each to S$50,000 divided into 200,000,000,000 ordinary shares of a par value of S$0.00000025 each (the “Share Subdivision”).

Following the completion of the Restructuring Exercise and the Share Subdivision, our issued and paid-up share capital is S$50.9009 comprising 203,603,600 ordinary shares of a par value of S$0.00000025 each.

Listing on Catalist of the SGX-ST

On September 9, 2025, we completed an initial public offering and listing of our ordinary shares on Catalist of the SGX-ST, pursuant to which 30,000,000 ordinary shares were placed at S$0.20 per share, raising gross proceeds of S$6.0 million. In addition, 2,359,632 ordinary shares were allotted and issued to ZICO Capital Pte. Ltd., the sponsor, issue manager and placement agent for the listing, in partial satisfaction of their management fees in connection with the listing.

December 2025 Placement on Catalist of the SGX-ST

On December 19, 2025, we completed a private placement of an aggregate of 6,685,028 ordinary shares at a placement price of S$0.7255 per share to a number of private and corporate investors, raising gross proceeds of approximately S$4.85 million and increasing our issued share capital from 235,963,232 shares to 242,648,260 shares, with no placee holding more than 5% post-completion. The proceeds from this private placement are expected to (i) strengthen our financial position and expand our capital base to support the fulfillment of an anticipated growing pipeline of global customer purchase orders, and (ii) provide liquidity and funding to provide for our general working capital requirements, thereby enhancing our supply-chain readiness and accelerating our scaling plans for our glass-based metalens solutions in anticipation of rising demand across consumer devices, automotive systems and emerging industrial applications.

Corporate Structure

The diagram below illustrates our corporate structure and the equity interests held by our directors, executive officers, principal shareholders and related entities upon completion of this offering, based on 278,648,260 ordinary shares outstanding immediately following this offering, assuming no exercise of the underwriters’ over-allotment option:

____________

(1)      Mr. Thng Chong Kim, our Executive Chairman, is the sole shareholder of Angelling Capital Holdings Limited as of the date of this prospectus. Mr. Thng Chong Kim is a non-executive director of MST ListCo.

(2)      Our Non-Independent and Non-Executive Director, Ms. Jee Wee Jene is a director of MST SingCo and an executive director of MST ListCo. She currently holds 25,780,479 shares representing 17.2% in the issued share capital of MST ListCo. Dato Sri Chua Chwee Lee and Ms. Jee Wee Jene are spouses. Ms. Jee Wee Jene is deemed to be interested in approximately 53.1% of the shareholding interest in MST ListCo, taking into account her personal beneficial ownership, the interests of her spouse, and the interests held through a corporation controlled by her. Consequently, she is deemed interested in the 12.6% shareholding interest in the capital of our Company held by MST SingCo, which is a wholly-owned subsidiary of MST ListCo.

(3)      MMI Holdings Limited is a company incorporated in Singapore. To our knowledge, MMI International Ltd directly holds 100% of the issued share capital of MMI Holdings Limited. MMI International Ltd is wholly owned by Precision Capital Pte Ltd, which is majority owned by Precision Capital Holdings Limited, which is in turn wholly owned by KKR MMI Holdings GP Limited. KKR & Co. Inc. (NYSE: KKR) (as ultimate parent company of KKR MMI Holdings GP Limited), KKR MMI Holdings GP Limited, Precision Capital Holdings Limited and MMI International Ltd may also be deemed to be the beneficial owners having shared voting and dispositive power over the ordinary shares of our Company held by MMI Holdings Limited.

(4)      Mr. Lin Shui-Ching holds 100% of the entire issued share capital of Aquaspring Group Limited and has voting and dispositive power over the ordinary shares of our Company held by Aquaspring Group Limited.

Our Subsidiaries

The details of our subsidiaries are as follows:

PRICE RANGE OF OUR ORDINARY SHARES

Our ordinary shares have been trading on Catalist of the SGX-ST under the stock code “9MT” since September 9, 2025. The following table sets forth, for the periods indicated, the reported high and low closing sale prices and the average daily trading volumes of our ordinary shares on Catalist of the SGX-ST. Ordinary share prices are presented in Singapore dollars and U.S. dollars.

On June 9, 2026, the closing sale price of our ordinary shares on Catalist of the SGX-ST was S$0.76 per ordinary share (US$0.69 per ordinary share). We have translated information in the tables above presented in S$ into US$ at the rate of S$1.2903 to US$1.00, which is the exchange rate set forth for cable transfers in the City of New York, as certified by the Federal Reserve Bank of New York, on June 5, 2026.

Market demand, customer adoption and competitive dynamics.

Our results depend on overall market demand for our meta optics components and products, our ability to retain existing customers by delivering high-quality solutions and maintaining strong working relationships, and our success in securing new purchase orders and entering into longer-term arrangements with both existing and new customers, including through strategic alliances and partnerships globally.

We also compete with both new market entrants and established competitors in international markets, and our ability to continue innovating and incorporating our meta optics components into customers’ products to meet evolving requirements of customers and end-customers will influence our growth trajectory. Our ability to execute on our stated business strategies and future plans, and the impact of changes in government policies, laws, regulations and rules in our operating markets, will likewise affect our results.

Production capacity, supply chain scalability and partner relationships.

Our performance is linked to available production capacity and our ability to meet demand for our products and services either in-house or through partners that augment our production capabilities and capacities. While we have demonstrated mass-production possibility, scaling to mass production requires timely access to fabrication capacity, stable yields and consistent quality. We are engaging domestic and overseas fabrication partners and continuing to diversify qualified suppliers to mitigate capacity, quality and logistics risks. Our costs mainly depend on (a) our production and sales volume, which directly influences the quantity of materials and services procured; (b) fluctuations in component and assembly costs, including supplier pricing and global supply chain dynamics that affect delivery lead-times, shipping costs and availability of critical metalens components and materials; and (c) our product mix, as different specifications and IoT products entail varying levels of material usage and assembly complexity.

Product mix, pricing and gross margin dynamics.

Our gross margin is sensitive to the mix among meta optics components, IoT devices and equipment, each of which carries distinct material intensity and assembly complexity. Pricing is influenced by the level of competition, absence of long-term purchase commitments, and the timing of customer orders. Rapid demand changes can also stress resources or reduce utilization, which may compress margins. Inventory and receivables cycles associated with product ramps and late-period billings can affect turnover metrics and, consequently, near-term working capital and cash conversion.

R&D execution and operating expenses.

Our ability to continue innovating and enhancing our R&D initiatives to produce high-quality, next-generation consumer products, integrate our components into customers’ devices, and meet changing needs will materially influence our operating performance. We expect continued investment in R&D. However, R&D timelines and commercialization outcomes are inherently uncertain and may precede revenue realization, while operating expenses will continue to reflect the scale-up of our business. Our ability to successfully execute our R&D initiatives will materially impact our results of operations.

Key Components of Our Results of Operations

The following section presents the key components of our results of operations by the nature of corresponding operating activities for the periods indicated.

Revenue

Our revenue is primarily derived from the sale of goods, the sale of equipment and services.

Sale of goods relates to the sale of optic lenses, modules and IoT devices. The transaction price is the amount of consideration to which the Company to be entitled in exchange for transferring the promised goods. The sales are made in accordance with purchase orders and contracts entered into with the customers. Payment terms are generally on cash term basis. The revenue is recognized at a point in time, when control of the products has been transferred to the customers, which is usually the point when the goods are shipped to the customer. In determining the transaction price, management considers whether there is any variable consideration including rebates, discounts or price adjustments. There are no rebates for sales made during the year, and discounts or price adjustments are not material.

Sale of equipment relates to direct laser writers (“DLW”), which are used in smartphone sensors and optical appliances. Customers typically pay a deposit of approximately 30-50% upon order confirmation, with the remaining balance payable when the equipment is ready for shipment. Deposits received prior to shipment are recognized as contract liabilities. Revenue is recognized at a point in time, when control of the equipment is transferred to the customer, which is generally upon delivery of the equipment.

In determining the transaction price, management considers whether there is any variable consideration including rebates, discounts or price adjustments. There are no rebates for sales made during the year, and discounts or price adjustments are not material.

Services revenue relates to on-site installation service upon delivering the capital equipment. These services are contracted and invoiced separately and represent separate performance obligations, as the customer can benefit from the services on their own and they are separately identifiable from the related equipment.

Revenue from services is recognized over time, as the customer simultaneously receives and consumes the benefits provided by the Group’s performance. The Group applies the output method, with progress measured based on the achievement of the specified service or installation milestone, which management believes best depicts the transfer of control of the services to the customer.

Other than the service revenue relating to on-site installation services, there is one metalens design services contract, which is immaterial for the periods presented.

The following table sets forth a breakdown of our revenue by nature, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated.

The following table sets forth a breakdown of our revenue by geography. In presenting the geographical locations, our revenue is based on the geographical locations of where our customers are based:

Cost of Sales

Our cost of sales primarily consisted of purchases of components, such as optical modules, third-party assemble costs and royalty expense for licenses. Our cost of sales amounted to S$642,562 and S$62,871 in 2025 and 2024, respectively.

Other Income

Our other income relates to bank interests and government grants. The following table sets forth a breakdown of our other income by nature, each expressed in the absolute amount and as a percentage of our total other income for the periods indicated.

Administrative Expenses

Our administrative expenses mainly comprised of depreciation of plant and equipment, employee compensation, directors’ fees, professional fees, auditors’ remuneration, and other expenses. Our depreciation expenses relates to the natural deterioration plant and equipment due to the passage of time. Our employee compensation includes wages and salaries and contributions to defined contribution plans.

The following table sets forth a breakdown of our administrative expenses by nature, each expressed in the absolute amount and as a percentage of our total expenses, for the periods indicated.

Research and Development Expenses

Our research and development expenses mainly comprised of amortization of intangible assets, R&D salaries, development and prototype expenses. Our research and development expenses amounted to S$1,843,294 and S$1,036,635 in FY2025 and FY2024, respectively.

The following table sets forth a breakdown of our research and development expenses by nature, each expressed in the absolute amount and as a percentage of our total expenses, for the periods indicated.

Employee Compensation

The following table sets forth a breakdown of our employee compensation by nature, each expressed in the absolute amount and as a percentage of our total expenses, for the periods indicated.

Selling and Marketing Expenses

Our selling and marketing expenses mainly comprised of tradeshows and advertising expenses. Our selling and marketing expenses amounted to S$204,622 and S$49,186 in 2025 and 2024, respectively.

Finance Expenses

Our finance expenses arose from deemed interest expense on amount due to a shareholder and interest expense on lease liabilities. Our finance expenses amounted to S$176,883 and S$1,844 in 2025 and 2024, respectively.

Results of Operations

The following tables set forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

Comparison of the Years Ended December 31, 2025 and 2024

Revenue

Our revenue amounted to S$787,388 and S$79,440 in 2025 and 2024, respectively, representing an increase of 891%. The increase was primarily driven by equipment revenue from the delivery of one DLW system, which contributed S$541,944, and related installation services of S$39,210. Revenue from sales of goods increased from S$79,440 in 2024 to S$206,234 in 2025, mainly due to higher sales of pico projector and metalens products following their launch in mid-2024. The increase in revenue was primarily volume driven, with no material changes in pricing across our product offerings.

Cost of Sales

Our cost of sales amounted to S$642,562 and S$62,871 in 2025 and 2024, respectively, representing an increase of 922%. The increase was primarily driven by higher equipment and product sales in 2025. Cost of sales mainly comprises purchases of components (including optical modules), third party assembly costs, and royalty expenses. The increase was largely attributable to higher component purchases and third party assembly costs associated with the delivery of the DLW system and increased sales of pico projectors, as well as a corresponding increase in royalty expenses with higher sales.

Gross Profit

Our gross profit amounted to S$144,826 and S$16,569 in 2025 and 2024, respectively, representing an increase of 774%. The increase was primarily due to significantly higher revenue in 2025 driven by equipment sales. Gross profit margin decreased from 20.9% in 2024 to 18.4% in 2025, mainly due to lower margins associated with such equipment sales compared to product and services sales. Equipment sales typically carry lower margins due to higher component and assembly costs, compared to our product and services offerings, which resulted in the overall decline in gross profit margin.

Other Income

Our other income amounted to S$317,686 and S$2,000 in 2025 and 2024, respectively, representing an increase of 15,784%. The increase was primarily due to the receipt of a S$300,000 grant under the Grant for Equity Market Singapore (“GEMS”) Grant Scheme administered by the Monetary Authority of Singapore in relation to qualifying expenses incurred for our September 9, 2025 initial public offering and listing of ordinary shares on the SGX Catalist.

Administrative Expenses

Our administrative expenses amounted to S$3,682,794 and S$886,702 in 2025 and 2024, respectively, representing an increase of 315%. The increase was primarily due to higher legal and professional fees incurred in connection with this offering and our September 9, 2025 initial public offering and listing of ordinary shares on the SGX Catalist.

Research and Development Expenses

Our research and development expenses amounted to S$1,843,294 and S$1,036,635 in FY2025 and FY2024, respectively, representing an increase of approximately 78%. The increase was primarily due to higher research and development expenses incurred in connection with new product launches.

Selling and Marketing Expenses

Our selling and marketing expenses amounted to S$204,622 and S$49,186 in 2025 and 2024, respectively, representing an increase of 316%. The increase was primarily due to higher advertising and promotional expenses incurred in connection with new product launches.

Finance Expenses

Our finance expenses amounted to S$176,883 and S$1,844 in 2025 and 2024, respectively, representing an increase of 9,492%. The increase was primarily due to deemed interest expense recognized on the non-current balance due to a shareholder, bearing an effective interest rate of 9.1% and repayable between 2027 and 2029.

Loss After Income Tax and Total Comprehensive Loss

Our loss after income tax and total comprehensive loss amounted to S$5,445,573 and S$1,950,882 in 2025 and 2024, respectively, representing an increase of 179%. The increase was primarily due to higher administrative expenses, increased research and development expenses, and higher finance expenses recognized during 2025.

Seasonality

Given the relatively short period during which our products have been offered for sale, we have not observed any significant seasonal trends.

Inflation

To date, inflation has not materially affected our results of operations. Although we have not been materially affected by inflation in the past, we may be affected if the countries in which we operate experiences higher rates of inflation in the future.

Liquidity and Capital Resources

Our future capital requirements will depend upon many factors including, without limitation, our ability to produce, market and sell our products, consumer demand for our products, our ability to secure required financing, and in the event consumer demand is strong for our products, our ability to expand our business to facilitate this demand. We have limited capital resources and have historically financed our growth and operations mainly through capital injections from and equity subscriptions by our investors. Our principal uses of the cash have been for general operations and working capital requirements and capital expenditures. As of December 31, 2025 and December 31, 2024, we had cash at bank balances of S$8,789,537 and S$959,226, respectively, and except for the amount due to MST SingCo, we do not have any other loans or borrowings. The amount due to MST SingCo is related to the 2021 License Agreement, under which consideration of S$2,880,000 was paid on our behalf directly by MST SingCo (a co-licensee under the 2021 License Agreement), and we are obligated to repay that amount to it, with the first payment in 2027 being S$250,000, the second payment in 2028 being S$630,000 and the remaining S$2,000,000 in 2029. For more information on the repayment terms, see “Risk Factors — Risks Related to Our Business and Industry — We may face risks associated with debt financing.”

We believe that our existing cash and cash equivalents and the net proceeds from this offering will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months following the date of this prospectus.

We may, however, need additional cash resources in the future if we experience changes in business condition or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at

The following table sets forth a summary of our cash flows for the periods presented.

Operating Activities

Net cash used in operating activities in 2025 was S$4,537,929, primarily due to increased expenses during the year arising from research and development, employee expenses and professional fees. The amount was further adjusted by changes in working capital requirements, attributable to higher prepayments to suppliers for new orders placed partially offset by increased customer deposits reflected in contract liabilities.

Net cash used in operating activities in 2024 was S$1,226,885, primarily due to research and development, professional fees and employee compensation. The amount was further adjusted by changes in working capital items which amounted in net working capital outflow of S$42,242. This was mainly due to the increase in prepayments and deposits of S$274,131 primarily for the purchase of goods.

Investing Activities

Net cash from investing activities in 2025 was S$4,292, which was attributable to interest received of S$4,292.

Net cash used in investing activities in 2024 was S$25,000, which was attributable to payment for intangible asset of S$25,000.

Financing Activities

Net cash provided by financing activities in 2025 was S$12,366,501, which was primarily attributable to proceeds from issuance of shares of S$10,850,000, partially offset by payment for transaction cost in relation to issuance of shares of S$622,599.

Net cash provided by financing activities in 2024 was S$1,483,483, which was primarily attributable to proceeds from contribution from shareholders of S$1,499,999, partially offset by lease and interest payments of S$16,516.

Capital Expenditures, Commitments and Continent Liabilities

Capital Expenditures

We did not have any capital expenditures in 2025 and 2024, other than the payment for the intangible asset of S$25,000 in 2024. Other than what have been included in the capital commitments and contractual obligations discussed below, we do not expect to incur material costs to accomplish these goals.

Commitments

As of December 31, 2025 we had no capital commitments.

Our lease liabilities comprise the lease of office premise. As of December 31, 2025, our lease liabilities were as follows:

Contingent Liabilities

As of December 31, 2025, we did not have any material contingent liabilities.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our ordinary shares and classified as shareholder’s equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Foreign Exchange Management

Accounting Treatment of Foreign Currencies

The individual financial statements of each of our entities are measured and presented in its functional currency. The functional currency of the Company, MetaOptics Technologies and MetaOptics USA are S$, S$ and US$, respectively.

Holding Company Structure

We are a holding company with no business operations of our own. We conduct all of our operations through our subsidiaries located in Singapore and elsewhere. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Quantitative and Qualitative Disclosures About Market Risk

Our operations expose us to a variety of financial risks. The key financial risks include interest rate risk, foreign currency risk, credit risk and liquidity risk.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. We have no significant exposure to interest rate risk except from those that arises from our bank account. Interest rate risk is limited to potential decreases in the interest rate offered on cash held with a financial institution in Singapore. Our exposure to changes in market interest rates is not significant.

Foreign Currency Risk

We are exposed to foreign currency risk when we enter or transact in currencies other than our functional currency. Our currency exposure is as follows:

INDUSTRY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under “Risk Factors,” before deciding whether to invest in our ADSs. The information presented in this section has been derived from an industry report commissioned by us and prepared by China Insights Industry Consultancy Limited, an independent research firm, to provide information regarding our industry and our market position in Singapore and globally. We refer to this report as the “Independent Market Report.”

Overview of Optical Metalens Market

Optical metalens technology, a revolutionary flat lens solution rooted in metasurface engineering, is redefining the future of imaging and sensing systems. By enabling wavelength-scale light manipulation with significantly reduced bulk and complexity, optical metalens offers ultrathin, lightweight, and highly tunable alternatives to traditional optics. Since its conceptual inception by Harvard researchers in 2011 and its first experimental validation in 2016, optical metalens technology has rapidly evolved from lab-scale prototypes to early-stage commercialization. Key milestones include the shift from plasmonic to high-efficiency dielectric materials, improvements in nanofabrication techniques, and initial industrial-scale applications. By 2022, metalenses began integration into commercial devices like smartphones and drones. From 2023, the technology gained wider adoption in AR/VR, automotive sensing, and smart consumer electronics, driven by compatibility with semiconductor manufacturing and AI-enhanced optical systems. In 2024 and 2025, the metalens industry has entered an early scaling phase supported by improving broadband optical performance, enabling closer integration with compact sensing modules in consumer electronics such as smartphones. At the same time, the compatibility of metasurface optics with silicon photonics architectures is supporting emerging applications in co-packaged optics (“CPO”) and other chip-level optical systems.

The global optical metalens industry has demonstrated remarkable growth in recent years and is poised for continued expansion. From 2020 to 2025, the market expanded from US$2.3 million to US$64.5 million, representing a CAGR of 94.5%. This rapid growth was primarily fueled by early-stage adoption in consumer electronics and rising awareness of the technology’s potential. According to the Independent Market Report, consumer electronics will remain the dominant sector, followed by automotive and security applications. Meanwhile, the global penetration rate remained modest in 2025, but was quickly gaining momentum, with optical metalens penetration estimated at 1.2% in consumer electronics in 2025. The total addressable market is also expanding rapidly, suggesting enormous potential for future commercialization, according to the Independent Market Report.

Market size of the optical metalens industry, in terms of revenue, by application
scenario, Global, 2020-2030E(1)

____________

Source: Independent Market Report

(1)      The industry was segmented by major downstream application sectors. For each sub-sector, market size estimates were derived by assessing (i) the total shipment volumes by product category, (ii) the estimated number of metalenses incorporated per unit, (iii) the penetration rate of metalens adoption, and (iv) the applicable average selling price.

The revenue and CAGR projections are derived from several key assumptions, including (i) anticipated growth in downstream product shipment volumes, such as the total shipment volume of consumer electronics which is estimated to increase from 2.5 billion units to 2.7 billion units from 2025 to 2030, (ii) continued increase in penetration of metalens technology, with the total penetration rate of metalens adoption relative to the total addressable market projected to rise from 0.4% in 2025 to 3.0% in 2030, (iii) expected number of metalenses per device, which varies by application and is anticipated to increase due to broader and more complex use cases, and (iv) the anticipated average selling price, which is expected to increase in the near term as the product mix shifts toward more advanced and higher-value metalens solutions, with the average unit price of metalenses projected to grow at a CAGR of approximately 3.4% from 2025 to 2030. The analysis is based on publicly available industry data and interviews with industry experts and is considered by us to be reasonable in light of prevailing industry trends and projected market conditions.

In Singapore, the optical metalens industry has undergone a phase of accelerated growth from 2020 to 2025, the total market size is estimated to reach US$166,410 by 2025, up from US$4,605 in 2020. Singapore’s strong positioning as a regional hub for electronics manufacturing and R&D has likely contributed to early trials and niche deployments of metalens applications. From 2025 onwards, the market is projected to continue expanding at a high speed, reaching a size of US$5.1 million by 2030, with a CAGR of 98.3%, indicating strong sustained momentum as the industry moves from experimental deployments to broader commercialization. Consumer electronics is expected to remain the leading application area. The automotive sector is also forecasted to expand, reflecting the gradual but steady integration of advanced optical components such as metalenses in LiDAR devices and in-cabin monitoring systems. Similarly, the security sector shows healthy growth, driven by applications in high-resolution surveillance and biometric verification. Singapore’s strategic focus on advanced manufacturing and photonics innovation, coupled with strong institutional support for R&D and industry-academia collaboration, is expected to reinforce the growth trajectory of the optical metalens market.

Asia plays a critical role in the optical metalens market such as China, Taiwan, South Korea, and Japan. In 2025, China’s optical metalens market reached US$10.3 million, representing 16% of the global share, largely fueled by the domestic smartphone supply chain and industrial vision applications; Taiwan accounted for 12% of the global market, with a market size of US$7.7 million, primarily driven by optical foundry services; South Korea’s market reached US$6.4 million, capturing 10% of the global market, mainly for internal integration in smartphone sensors; and Japan’s market was smaller at US$1.9 million, representing 3% of the global market. These regions remain pivotal in driving the overall growth and expansion of the global metalens market in the coming years.

Major Applications of Optical Metalenses

Optical metalens, with their ultra-thin, planar design and precise control over light’s phase, amplitude, and polarization, are transforming multiple industries by enabling miniaturized, high-performance optical systems. Their unique capabilities are driving advancements across several sectors:

Consumer Electronics

Application of optical metalens in consumer electronics including smartphones, AR/VR devices, smart home appliances, projector imaging etc. As the technology of smartphones evolves, so does the amount of space and energy its imaging and sensing systems take. The optical metalens technology is able to fix chromatic aberration with thin and flat structures, helping achieve smaller sizes of optical imaging and sensing systems in smartphones, thus is expected to replace conventional optical lenses in smartphones to reduce product thickness. Meanwhile, developers of AR/VR systems continue to wrestle with the challenge of incorporating bulky hardware systems into devices to be worn on the head. Optical metalenses offer the prospect of tiny optical elements incorporated into small, high-performing, lightweight headsets and smart glasses, thus gaining increasing popularity in the AR/VR field. Smart home appliances, together with IoT applications, have been rapidly evolving, which has put forward higher requirements for the performance of IoT optical sensors. Optical metalenses allow for greater miniaturization as well as enhance and expand the functionality of optical fibers of IoT systems, creating greater potential for IoT technology. In projector imaging applications, optical metalenses offer advantages such as ultra-compact form, improved light control, and high-resolution imaging, enabling the development of thinner, lighter, and more energy-efficient projection systems. This opens new possibilities for portable projectors, wearable displays, and embedded projection technologies in smart devices.

To capture the growing demand for high-performance optical components across consumer electronics, we have developed proprietary metasurface flat lens technology optimized for ultra-compact camera systems, which are critical to mobile and IoT devices. To strengthen our capabilities and enhance our market reach, we have entered into non-exclusive memoranda of understanding with manufacturers experienced in camera module design and production for global tier-1 smartphone brands, subject to non-disclosure agreements. We are continuing discussions regarding product design for potential collaboration.

Backed by our product quality, we believe we are well-positioned to benefit from the stable demand for smartphone optical components. In addition, with a diverse portfolio of IoT products, including pico projectors, and IoT metalens color cameras, we are well-prepared to address the evolving requirements of next-generation consumer electronics and IoT applications.

Automotive Sector

In the realm of autonomous driving and advanced driver assistance system (“ADAS”), metalenses contribute to the development of compact, high-resolution imaging systems. Their ability to replace multiple conventional lens elements with a single, flat lens simplifies the optical assembly, leading to more streamlined sensor designs. This miniaturization facilitates the integration of sophisticated imaging capabilities into limited spaces within vehicles, enhancing the functionality of systems such as LiDAR devices, cameras, and other optical sensors essential for navigation and safety. Additionally, as LiDAR systems use new high-power vertical-cavity surface-emitting lasers as illuminators, which generate substantial heat, traditional optics made of polymer materials are prone to deformation at high temperatures. In contrast, optical metalenses can better withstand the high heat, thus ensuring stable and reliable performance. This makes them a more suitable choice for high-temperature environments in automotive applications.

We are actively marketing our metalenses in the new energy vehicle industry and have integrated them into HUDs autonomous driving applications. Leveraging our expertise in metalens technology, we intend to further expand our presence in the growing ADAS optical components market to capture emerging opportunities driven by increasing industry demand.

Security

One of the significant advantages of metalenses is their broadband imaging capability, which supports infrared and multispectral monitoring. This feature is particularly beneficial in low-light conditions, where traditional optical systems may struggle. By capturing a broader spectrum of light, metalenses improve the clarity and detail of images in challenging environments, thereby enhancing the effectiveness of security systems. The integration of AI with metalens technology further amplifies their potential in automated threat detection and tracking. Researchers have developed deep learning techniques that enhance the image quality of metalens-based cameras, transforming low-quality images

into high-resolution outputs. In addition, non-contact 3D biometric sensing has emerged as a key application area where metalens technology shows strong potential. Metalenses enables compact, highly accurate depth sensing solutions essential for facial recognition, gesture control, and identity verification systems, thereby contributing to the advancement of secure and efficient biometric authentication methods.

We have developed and demonstrated its new contactless 3D biometric sensor at the Consumer Electronics Show 2025 in Las Vegas. Accordingly, we believe that we are well-positioned amidst the demand for contactless biometric solutions and other security applications.

Telecommunications

Optical metalenses enhance optical fiber communication by improving signal focusing and reducing loss, leading to higher data transmission speeds and reliability. In 5G technology and beyond, they contribute to the miniaturization and optimization of antennas and optical components, enabling more efficient fiber-optics networks. Optical metalenses can serve as collimating lenses in fiber optics, helping to converge light from one cable to another. This improves signal power transfer efficiency, allowing for shorter cable lengths and reducing overall costs Furthermore, the potential of having optical metalenses improve satellite communication and remote-sensing technologies is promising for the future of global connectivity.

Industrial Applications

One significant application of metalenses is in optical inspection systems for quality control. Their ability to focus light with high precision allows for the detection of microscopic defects in semiconductor wafers and manufactured components, improving the accuracy and efficiency of inspection processes. The compactness of metalenses facilitates their integration into existing inspection equipment, enabling more streamlined and effective quality assurance measures. Additionally, metalenses improve laser processing applications, such as photolithography, cutting, and engraving. Their superior beam focusing capabilities enhance the precision of laser-based manufacturing processes, leading to finer feature resolution and better energy efficiency.

Biomedical Applications

The compact and planar nature of metalenses makes them well-suited for miniaturized medical devices. By enabling reasonable optical resolution in a significantly smaller form factor, metalenses allow for thinner, less invasive probe designs. This can improve patient comfort during procedures, such as when the device is inserted through the mouth. As such, the reduced size and functional efficiency of metalenses highlights their strong application potential in biomedical settings.

While we do not plan to market our products in the biomedical industry, we remain open to the possibility of entering this sector in the future, depending on evolving market demand.

Data Center and AI Infrastructure

In large-scale data center and AI infrastructure environments, the continued expansion of model complexity and data throughput requirements is increasingly shifting system performance constraints toward interconnect bandwidth and energy efficiency. In this context, CPO is widely regarded within the industry as a key architectural approach for improving interconnect bandwidth density while reducing energy consumption per transmitted bit, particularly for AI training and data-intensive computing workloads.

By integrating optical engines at the package level alongside switching ASICs or accelerator chips, CPO architectures significantly shorten high-speed electrical interconnect paths, thereby reducing signal attenuation, power loss, and overall energy consumption in high-bandwidth networking systems. This packaging-level integration strategy helps address the scaling limitations of conventional electrical interconnects and enables more compact system designs with higher port densities. Within such CPO architectures, optical metalenses may be introduced as compact optical coupling or beam-collimating elements to facilitate efficient light transfer between optical fibers and on-package photonic components. Owing to their ultra-thin form factor and high degree of wavefront design flexibility, metalenses are particularly well suited for package-level optical integration in environments characterized by stringent space constraints and tight power budgets, such as hyperscale data centers.

From a system implementation perspective, the use of metalenses at the package level has the potential to improve optical coupling efficiency, relax alignment tolerances, and enhance overall link performance without substantially increasing packaging complexity. These attributes may support higher interconnect densities and improved scalability in future optical networking systems.

Overall, metalens-enabled CPO solutions represent a promising technical option for next-generation data center and AI infrastructure, with potential value primarily reflected in system scalability, bandwidth utilization efficiency, and energy optimization. As data center architectures continue to evolve toward higher bandwidth and tighter energy constraints, such approaches are expected to attract increasing attention in specific high-performance interconnect applications.

Metalens Manufacturing and Test Equipment Landscape

DLW

A DLW is a maskless laser lithography system that enables the direct writing of micro- and nano-scale patterns onto substrates such as photoresist-coated wafers or glass. In the context of metalens development and early-stage commercialization, direct laser writing is primarily used to accelerate design iteration cycles and support small-batch fabrication, where rapid pattern modification and process optimization are required without the cost and lead time associated with photomasks. Our DLW is designed as a metalens fabrication tool optimized for fast prototyping and low-volume production, supporting up to 4-inch glass wafers in a non-vacuum operating environment.

As metasurface designs continue to evolve toward higher pattern density and tighter dimensional tolerances, we expect demand for DLWs to be driven by the need for finer resolution, improved dimensional control, and stable performance across larger writing areas. Industry development is also expected to emphasize higher throughput, improved focus control, and enhanced repeatability to support the gradual transition from research-oriented usage to pilot-scale manufacturing. Our DLW utilizes a 266 nanometers (“nm”) laser source and is specified to achieve a minimum linewidth of 90 nm and minimum critical dimensions of 120 to 150 nm for circular pillar structures, with support for high writing speed and precise stage control. We believe these specifications position our system favorably for metalens applications requiring sub-200 nm feature sizes, which are increasingly important for advanced optical performance.

In comparison with certain peer maskless laser lithography systems, industry disclosures generally indicate minimum critical dimensions in the range of approximately 200 nm to 400 nm. By contrast, our DLW is specified to achieve a minimum critical dimension of 120 nm, representing a materially finer patterning capability. We believe this level of resolution provides a competitive advantage in meeting the fabrication requirements of next-generation metalenses, where sub-200 nm feature sizes, precise dimensional control, and uniformity across dense metasurface patterns are critical to achieving high optical performance.

Comparisons of technologies of top participants in the DLW industry are as follows:

____________

Source: Independent Market Report

(1)      Established in 1984, Company G is headquartered in Germany and is a private company. Its main business centers on high-precision maskless direct-write lithography systems for micro- and nanofabrication.

(2)      Established in 1980, Company H is headquartered in Germany and is a private company. Its main business centers on maskless nanofabrication and characterization systems.

(3)      Established in 2007, Company I is headquartered in Germany and is a private company. Its main business centers on high-resolution 3D microfabrication systems and related materials for research and industrial applications.

(4)      Established in 2003, Company J is headquartered in the Netherlands and is a private company. Its main business centers on photolithography process equipment, especially maskless lithography UV DLW systems.

Automatic Metalens Tester

An automatic metalens tester is a precision optical characterization system used to evaluate metalens performance under controlled conditions, including different working distances and wavelength ranges. Such systems support both design validation during development and automated screening, binning, and traceability in manufacturing, where measurement consistency and repeatability are critical. As metalens adoption expands into commercial optical modules, testing platforms are expected to evolve toward higher levels of automation, broader wavelength coverage, and increased throughput, particularly to support applications spanning the visible and near-infrared spectrum and to enhance yield management and quality control at scale.

Our automatic metalens tester is designed to evaluate metalens components under both infinite and finite working distance configurations and across multiple wavelength bands. The system is configured as a cleanroom-compatible, fully enclosed platform with automated handling and vision alignment, supporting dual-station testing in the visible and near-infrared ranges. It includes automated pick-and-place handling for testing and sorting metalenses from up to 12-inch diced wafer input. A flipper module enables the tester to measure components in both orientations. It provides a range of optical performance measurements, including focal length, point spread function, efficiency, modulation transfer function, and dot-pattern analysis, supporting both development validation and production characterization.

Automatic Metalens Assembler

An automatic metalens assembler is an integrated production system designed to align, assemble, and test metalens-based modules at scale. Such systems typically combine high-precision motion control, vision-based alignment, and in-line optical and electrical testing to achieve consistent placement accuracy and stable module performance. As metalens components advance from discrete device validation to module-level commercialization across applications such as smartphones, AR/VR devices, and IoT products, we expect demand for automated assembly and test systems to increase. In this context, customers are expected to place greater emphasis on platforms that balance precision, throughput, and traceability while supporting efficient changeover between different product configurations.

Our automatic metalens assembler is designed as an integrated assembly and test platform for metalens-based camera modules, incorporating precision XYZ pick-and-place motion, vision-based alignment, and in-line optical and electrical testing within a compact production footprint. The system supports automated, high-throughput operation with sub-10 micrometer positioning repeatability and includes multiple assembly stations, dual-side handling capability, and integrated image quality and electrical performance verification, supporting scalable production with consistent quality control.

Market Drivers

Key drivers behind the optical metalens industry’s accelerated development include:

Strong Support Ecosystem and Incentive Policies

Singapore has established a comprehensive and well-integrated industrial ecosystem that strongly supports the growth of the optical metalens sector. The government has introduced a range of incentive policies, such as the Intellectual Property Development Incentive, which offers tax reductions on income derived from qualifying intellectual property assets developed and commercialized in Singapore, encouraging businesses to enhance their capabilities and engage in high-value economic activities. Additionally, Singapore is home to leading research institutions, providing state-of-the-art R&D facilities and talent support. The country also boasts a mature semiconductor and precision manufacturing base, supported by global industry players and an integrated supply chain, creating a favorable environment for the development and commercialization of optical metalens technologies. The launch of a S$500 million national semiconductor fabrication facility under the National Semiconductor Translation and Innovation Centre of A*STAR, operational by 2027, will enhance R&D infrastructure and accelerate the commercial scaling of advanced technologies. Altogether, this well-supported ecosystem provides metalens companies with a strong foundation for innovation, scaling, and long-term growth.

Technological Breakthroughs in Optical Metalens

Advancements in key enabling technologies, such as AI-driven computational imaging, dispersion engineering, and multilayer metasurface design, have mitigated some technical bottlenecks of optical metalens, including chromatic aberration and limited bandwidth. These innovations now enable high-resolution, aberration-free imaging with compact form factors, broadening the commercial viability of optical metalens solutions.

Rapid Growth of Downstream Industries

The evolution of key downstream application scenarios, including smartphones, AR/VR devices, autonomous vehicles, and CPO, etc., has created strong demand for lightweight, compact, and high-performance optical solutions. Optical metalens, with its superior form factor and function, is uniquely positioned to meet this growing need across diverse sectors.

In data center and AI infrastructure, CPO and optical architectures are emerging as important application contexts for metalenses, where ultra-thin form factors and precise wavefront control may support beam shaping, optical coupling, and relaxed alignment tolerances in highly integrated interconnect modules. In parallel, consumer electronics, particularly smartphones and AR/VR devices, remain major downstream segments, where metalenses may replace or augment conventional lens stacks to enable compact imaging and sensing solutions under stringent space and power constraints. In addition, growing deployment of high-resolution imaging and sensing technologies in areas such as autonomous driving and biometric systems, including facial recognition and access control, is expected to further accelerate the integration of metalens technologies across a broad set of application scenarios.

Demand for Miniaturization and Lightweight Designs

The growing demand for compact and lightweight designs in consumer electronics is a key driver for the adoption of optical metalenses. Devices such as smartphones, tablets, and AR/VR headsets are continuously evolving toward slimmer form factors, placing greater pressure on optical components to follow suit. Optical metalenses meet this challenge by replacing bulky, multi-element traditional lenses with ultra-thin, nanostructured surfaces capable

of achieving complex optical functions on a single layer. This drastically reduces the size and weight of optical modules, simplifies integration, and supports the development of highly compact and miniaturized product designs. In AR/VR devices, in particular, lighter optics directly translate to improved ergonomics and enhanced immersive user experiences.

Beyond consumer electronics, similar miniaturization requirements are emerging in advanced telecommunications infrastructure, particularly in CPO for high-performance computing and data center networking. As data rates and energy efficiency requirements increase, CPO architectures demand extremely compact optical components for integration within space-constrained packages, driving demand in optical metalenses as planar, high-precision solutions for light coupling.

Ranking of the Top Five Participants in the Global Optical Metalens Industry

According to the Independent Market Report, the global optical metalens industry is in an early but rapidly accelerating phase of commercialization, with more players entering the industry in the past five years. Early movers have gained visibility through advancements in optical performance and scalable patterning techniques. While some players have achieved early commercialization through partnerships with device manufacturers, many are still refining their fabrication processes or scaling from research prototypes to production-ready products. The ability to transition from laboratory-grade technology to reliable, repeatable manufacturing remains a central challenge across the industry. Geographically, companies in North America, Europe, and Asia are active in pushing the frontiers of optical metalens technology, with varying degrees of maturity. As of 2025, companies ranking as the top five participants in the global optical metalens industry are headquartered in Europe and Asia, collectively accounting for approximately 81.4% of global market share.

According to the Independent Market Report, we were distinguished from our competitors as the only optical metalens company in the world with a strategic focus on color imaging applications and have achieved mass production capabilities for and shipment of color metalens by the end of 2025. According to the Independent Market Report, we were also the first in the industry to achieve mass production capability for color metalenses on 12-inch glass substrates, with pillars as small as 120 nm, and our monochrome wide-angle metalens has achieved nanostructure features as small as 80 nm. In addition, we are the only publicly listed metalens company globally by the end of 2025, underscoring our leadership position, transparency, and long-term commitment to scaling metalens technologies for commercial applications. Unlike most competitors who produce infrared metalens on silicon substrates using nanoimprint photolithography or standard photolithography, we employ DUV immersion photolithography to achieve 120nm nanostructures. This enables the consistency and scalability needed for high-volume production of color metalens, where nanoimprint techniques typically struggle to deliver at such fine resolutions.

We also hold intellectual property in direct etching on glass substrates, presenting a breakthrough compared to traditional fabrication with silicon-based substrates. With our advanced glass substrate capabilities and the ability to mass produce smaller-sized pillars required by color metalens, we have secured a market position that competitors cannot easily replicate.

According to the Independent Market Report, in terms of revenue in 2025, we ranked third globally among metalens companies that have achieved mass production capabilities and shipments by the end of 2025, and fifth globally among all metalens companies. We also differentiate ourselves through our full-stack capabilities, spanning from nanostructure design to final product delivery for both enterprise customers and the consumer market. Leveraging a combination of DUV immersion photolithography and direct laser writing, we support both scalable mass production and flexible prototyping. In addition, we maintain a high degree of vertical integration relative to industry peers, with in-house capabilities covering critical equipment and systems, including DLWs, automated metalens testers and assemblers. This vertically integrated operating model strengthens our control over manufacturing processes and contributes to enhanced production yields and cost efficiencies.

Based on information set out in the Independent Market Report, the ranking and market share of top participants in the global optical metalens industry with mass production capabilities and shipments, in terms of revenue, in 2025, are as follows:

____________

Source: Independent Market Report

According to the Independent Market Report, the ranking and market share of top participants in the global optical metalens industry, in terms of revenue in 2025, are as follows:

____________

Source: Independent Market Report

(1)      Established in 1987, Company A is headquartered in Switzerland and is a public company. Its main business centers on the design, development, manufacturing, and marketing of a wide portfolio of semiconductors and advanced optical solutions such as metasurface-based technologies for imaging, 3D sensing, and Time-of-Flight applications.

(2)      Established in 2006, Company B is headquartered in Denmark and is a private company. Its main business includes the design, development, and mass production of metalenses and related optical devices for imaging, sensing, and displays.

(3)      Established in 2020, Company C is headquartered in China and is a private company. Its main business focuses on the design and manufacturing of metalenses and metasurface optical products.

(4)      Established in 2020, Company D is headquartered in China and is a private company. Its main business focuses on the design and manufacturing of metasurface optical devices and optical chips.

The ranking does not account for differences in revenue composition and product mix. While we are more oriented towards IoT and consumer products, competitors tend to concentrate on lenses.

Based on information set out in the Independent Market Report, we have set out below, a comparison of technologies and application scenarios of the top participants in the optical metalens industry:

____________

Source: Independent Market Report

(1)      Established in 2021, Company E is headquartered in the United States and is a private company. Its main business centers on metalenses and flat-optics components and systems for imaging and sensing applications.

(2)      Established in 2017, Company F is headquartered in the United States and is a private company. Its main business focuses on meta-optical imaging systems.

BUSINESS

Overview

We are a vertically integrated metalens technology company, combining core competencies across metalens equipment, foundry, products, and metaoptics AI. We conduct our operations through our wholly-owned subsidiaries in Singapore and the United States.

Metalenses are ultra-thin, flat-surface lenses which are smaller, lighter, consume less power, and offer a wider field of view, compared to conventional optical lenses. The unique flatness of metalenses enables the correction of optical defects, delivering reasonable quality color images. Leveraging our AI-based algorithm and processing software, which incorporates several advanced algorithms to enhance the optical design and image processing, our metalens technology can further sharpen the images to achieve higher resolution and enhanced image quality, and allow users to manipulate the individual RGB channels to edit the color images through computational reconstruction. We believe that our innovations have transformative potential in shaping next-generation optical systems.

Our operations are centered on the design and manufacture of metalenses and metalenses prototypes, and to demonstrate the viability, efficacy, applications and use cases of our metalenses, we have expanded our operations to include the development of metalens camera modules and metalens IoT products, such as infrared metalens cameras, pico projectors, and IoT metalens color cameras. Our metalenses have also been integrated into a wide range of applications by our customers, including 5G smartphones, contactless 3D biometric modules, projectors, and for industrial applications such as IoT devices, LiDAR devices and HUDs for planes and self-driving cars, and AR/VR devices. To date, although we have achieved mass production capabilities for our metalens prototypes (“mass production” in our perspective refers to the shipment of one million metalens units per year in numerical), we have not yet received a critical mass of purchase orders from our customers necessitating mass production of our metalenses.

To facilitate small-scale production of our metalenses to fulfil purchase orders, reduce concentration risk and diversify our supply chain, and to demonstrate the manufacturing capabilities for our metalenses, we also design and produce equipment for the manufacture of metalenses, in particular the 4-inch DLWs. Our 4-inch DLWs enable our customers to revise specifications and design of our metalenses directly, reducing the lead time and providing for a shorter turnaround time from prototyping to testing and deployment into end products. In addition, our metalens equipment offerings have grown to include the design and production of metalens automatic testers, for use by our customers to ensure quality control of metalenses prior to shipment. These capabilities enable us to serve as a one-stop provider of metalens and metalens IoT products, offer customers comprehensive end-to-end services, and preserve and grow our competitive advantage in the industry.

We offer our products to manufacturers of automotives, AR/VR devices, consumer electronic appliances, end-customers, and traders for the distribution of such products. While we offer our products worldwide, our existing customers for metalens equipment, metalenses and IoT products, are mainly located in Singapore, Japan, South Korea, China, Taiwan, the United States, and several countries in Europe.

We intend to use the net proceeds from this offering primarily to support our expansion plans in the United States. See “Use of Proceeds.”

Our Strengths

We believe the following strengths have contributed to our continued success:

Expertise in the design of meta optics components

Our competitive strength lies in our ability to design meta optics components that are both innovative and optimized for manufacturability. Our design team carries advanced design expertise with a deep understanding of fabrication processes, which has allowed us to create functional designs and minimize production limitations. As process engineers, our team ensures that each design is tailored to align with fabrication capabilities, guaranteeing that our designs are not only cutting-edge but also practical and viable for production. This design-to-fabrication approach distinguishes us by ensuring the feasibility and manufacturability of our meta optics solutions.

To support our “design for manufacturing” approach, we leverage advanced software, such as Ansys Lumerical and Zemax. These software solutions, which are not widely accessible in many countries, enable us to perform complex simulations that bridge the gap between design innovation and production feasibility, facilitating the creation of designs that are compatible with fabrication processes while meeting stringent technological requirements.

Our design expertise is bolstered by our ability to manufacture photolithography equipment, which enables the production of metalenses with critical dimensions as small as approximately 50nm. This advanced technology is essential for applications such as color imaging, and wide-angle imaging. By contrast, many of our competitors operate with feature sizes of above 200nm for their metalenses, typically in the infrared sensing region for general sensing applications. We believe this capability is particularly relevant to customers in the United States, where access to DLW or other photolithography equipment with such critical dimensions is limited. Our ability to design and manufacture metalenses with miniature lens sizes and improved optical performance, has allowed us to differentiate ourselves from the competition.

Meta optics components are critical to the quality of a wide range of electronic end-products. With our strong design expertise and continuous in-house R&D efforts, we are capable of designing high-quality and cutting-edge meta optics components required by our customers and are well positioned to respond to the fast pace of technological changes in the electronic end-products. We are able to meet the demanding requirements of AR/VR devices, electric vehicles, and consumer electronics applications for ultra-precision and miniaturization, and we provide our customers with a comprehensive range of meta optics components for a wide range of applications.

Expertise in the manufacturing of meta optics components, with scalable and flexible manufacturing platforms

Our metalens fabrication and production process flow adopts the standard semiconductor chip manufacturing process using 12-inch DUV immersion photolithography. This process flow, which is capable of processing at least 10 12-inch wafers per hour, is also mature and well-established, exhibiting high-yield and high throughput. We are also able to fabricate metalens on a small batch basis using direct laser writing technologies with our DLW, which uses a laser beam to directly write patterns onto a material’s surface. The DLW allows us and/or our partners to undertake rapid prototyping of metalens with high precision and customized outcomes.

Both our DUV immersion photolithography and direct laser writing processes offer complementary strengths, supporting both efficient mass manufacturing and agile product development for optical metalens applications. In contrast, and according to the Independent Market Report, most of our competitors are using electron beam and nanoimprinting processes that limit mass production and may result in low yield and low throughput.

We have also engaged with research institutes in Singapore and sought to expand into innovating the technology of developing and conducting mass production of meta optics components, which could be used by customers on optical sensors, camera and flash lenses, autonomous vehicles and AR/VR displays. In particular, we are negotiating a research collaboration agreement for tunable metalens module, which we target to complete in 2027.

Vertically integrated full-stack design and manufacturing approach

We provide advanced meta optics equipment, including DLWs for mastering and small-volume production of metalenses, as well as metalens automatic testers for characterization and testing. In addition to providing cutting-edge equipment, we design, produce, and sell metalenses, metalens modules, and metalens IoT modules, both directly to customers and through third-party distribution channels. This integration of equipment and product development is supported by a core technical team of research scientists in metalens design, fabrication, and characterization, enabling us to operate as a vertically integrated metalens designer and manufacturer. We also offer a comprehensive range of services, from design and manufacturing to module packaging and final optical characterization services.

This vertically integrated design, production and testing approach enables us to mass produce our products in a cost-effective manner, reduce lead times, and maintain greater control over the entire production process. This approach enhances production flexibility which enables us to quickly adjust our production approach, equipment settings, and human resources in response to customers’ demands, especially for the launching of new products. This also enables us to serve as a one-stop provider of metalenses, offering customers comprehensive and end-to-end services. These benefits can provide us with a competitive advantage in establishing and preserving long-term relationships with our major customers.

Production of cutting-edge meta optics components

We develop and produce cutting-edge meta optics components, including metalenses — tiny, flat, lightweight lenses, making them a clinch to fit into the smallest of devices, and allowing lower power consumption and wider field-of-view, compared to conventional lenses. Our metalenses are manufactured using glass and dielectric materials, making them more heat-resistant than conventional plastic lenses, which supports significant miniaturization of integrated circuits and positions them as an environmentally friendly alternative to conventional lenses.

Compared to conventional lenses which are curved and bulky, metalenses are smaller and offer higher capabilities and performance. The unique flatness of our metalenses enable the correction of optical defects, delivering reasonable quality color images. Unlike conventional optical lenses, metalenses allow users to manipulate the individual RGB channels to edit the color images through computational reconstruction. With our cutting-edge meta optics components, we aim to transform the optics industry, especially in consumer smartphone cameras and projectors, and industrial applications such as the IoT, HUD for planes and self-driving cars, and augmented reality devices.

We believe that our capability to conduct mass production of metalenses differentiates us from our competitors. Although there have always been companies worldwide that similarly design metalenses, we distinguish ourselves by possessing the capability not only to design and mass produce metalenses, but also to package them into IoT products and distribute them to industry partners for sampling.

Leveraging on our ability to design and mass produce metalenses, we will continue to develop other metalens camera modules and metalens loT products, thereby enabling us to capture more opportunities arising from rapid technological changes, increasingly shorter product life cycles and the widening use of optics in new products.

Strong R&D and advanced manufacturing capabilities

Our R&D team comprised two research scientists and engineers seconded from A*STAR under the T-Up program in 2023, who have since commenced full-time employment with us. From time to time and subject to our ongoing R&D needs and requirements, we may enter into other research collaboration agreements with A*STAR.

One of our research scientists is an expert in the field of active nano-photonics and optical technologies with a PhD degree in Metamaterials and Nano-Optics, with specialized knowledge in designing metasurfaces and flat optical systems, numerical optimization, and optical switching. The other research scientist has a PhD degree in Electrical and Electronic Engineering, with expertise in optical design and nanofabrication, specifically in the areas of photolithography and nanoimprint. By leveraging our team’s experience and diverse expertise, we are able to innovate and develop cutting-edge products.

By working closely with these scientists on metalens design, prototyping, testing and production, we are able to effectively research and develop new and cutting-edge products and technology. In less than a year, the research scientists seconded to MetaOptics Technologies went from early design concepts to fully assembled working prototypes of several imaging camera products, including the lenses used in pico projectors and miniature projectors designed for compact and portable devices like wearables, and mobile devices, as well as a metalenses multi-testing system. By leveraging A*STAR’s T-Up program, we benefited from intellectual property licensing terms at reasonable rates, which left us with more resources to attract investors and grow the business.

We also expect to leverage the research expertise and local fabrication services of A*STAR’s R&D platform. By doing so, we can benefit from potential cost savings and shorter turnaround times. In addition, we have recently expanded our U.S. based R&D support through our new associate membership in Stanford Engineering’s SystemX Alliance Program. We expect this to support technical validation and enable quick-turn metalens prototyping capabilities for U.S. customers developing next-generation devices. See “— Research and Development” below for further information.

Committed management team with extensive industry and deep sector expertise

We have an experienced and stable management team. In particular, our Executive Chairman, Mr. Thng Chong Kim, has over 15 years of experience in the manufacturing industry, and has worked in several American multinational companies as engineering director and general manager. Mr. Thng Chong Kim is assisted by Mr. Aloysius Chua Hao Peng, our Chief Executive Officer (the “CEO”) and executive director, who is key in driving innovation in optical technology development, and has contributed significantly to our growth and technological advancements. Mr. Aloysius Chua Hao Peng plays a key role in numerous projects and is systematic in liaising with suppliers on the specifications of various key metalens components, thoroughly evaluating them for functionality. He possesses in-depth knowledge of all essential features and requirements of these components. Our management team has an in-depth working knowledge of market trends and customers’ needs. We believe that this collective knowledge and experience enables us to understand and address the needs and preferences of our customers, allowing us to make informed and flexible decisions, ranging from micro product specifications issues to macro group-wide policies. Supported by a lean organizational structure, our team is able to make decisions and execute strategies quickly, enabling us to respond efficiently to evolving customer requirements and market developments. Moreover, the members of our management team own beneficial equity interests in our Company. We believe that such ownership in the equity interest of our Company would strengthen the sense of

belonging of the management team towards us, align our interest and our shareholders with our management team, and enhance the stability of our management team. The stability within our management team ensures that we are able to pursue long-term growth plans and can offer a stable working environment which attracts talents to join us.

Our Strategies

We intend to further grow our business by pursuing the following strategies:

Leveraging our existing capabilities to expand product sales through new investments, acquisitions of assets and/or businesses

While we are able to offer cutting-edge meta optics components and products, we believe that with the sustained use of smartphones for visual storytelling, consumers will become more demanding, expecting sharper photos and higher resolutions in their mobile phone cameras. The image digitalization trend of consumer products has presented and will continue to present us with significant new commercial opportunities for our products. We believe our R&D expertise, will enable us to cost-effectively adapt existing product lines for use in new end products.

For example, by customizing our existing advanced metalenses in various applications and replacing traditional optoelectronic modules with meta optics, we are able to expand our product lines and produce new categories of products. As part of this strategy, we established our U.S. subsidiary, MetaOptics USA, in October 2025 to collaborate with major U.S. technology leaders and support market penetration. In particular, we have entered into non-disclosure agreements with several prospective U.S. customers and partners, to evaluate potential projects involving our metalens camera modules, IoT cameras, and automated metalens test equipment.

We also plan to further leverage our existing capabilities to expand our product range and fabrication capabilities, with a focus on miniaturizing devices and integrating metalenses into a wider range of applications for smart devices, such as optical sensors, camera and flash lenses, AI glasses or smart glasses, autonomous vehicles and AR/VR displays, making these devices smaller and more efficient.

We also intend to incorporate a new laser with a pulsing feature to build customized molds for our customers, enabling faster production and suitability for a variety of applications.

Securing manufacturing capacities

To support major customer requirements and facilitate further growth, we plan to expand into strategic overseas markets to penetrate key customer bases in smart device applications and consumer marketplaces, particularly through the deployment of our IoT metalens products. As part of this expansion strategy, we intend to establish metalens manufacturing bases in strategic countries overseas, with a near-term focus on the United States. We intend to partner with suitable industry players to build metalens capabilities in these regions, in order to better serve our customers and to enhance supply chain resilience and responsiveness.

By utilizing our existing capabilities to increase the production volume of our meta optics components and expand our business organically, we believe we will be able to enhance our competitiveness and increase market share in the optical industry. In particular, we plan to expand our manufacturing bases in strategic overseas locations. MetaOptics Technologies has signed a non-disclosure agreement with an overseas foundry to utilize its 12-inch DUV immersion photolithography for mass production, targeting potential orders from major consumer electronic companies. Additionally, we have entered into two memoranda of understanding with camera module manufacturers to support the expansion of their metalens production. These memoranda of understanding contemplate collaboration on prototyping, process development, and customer outreach, and discussions are ongoing to define commercial and operational milestones.

To further bolster our manufacturing capabilities, we are in preliminary discussions with two U.S. universities and a semiconductor original equipment manufacturer regarding deployment and demonstration of our DLW technology in the United States to support U.S. customers. Subject to customer qualification cycles, technical readiness, contracting, and market conditions, we currently expect our first DLW sale in United States in the second half of 2027. As we establish and scale manufacturing capabilities in the United States, we expect to deepen strategic engagement with customers in Silicon Valley and other key U.S. markets and pursue long term supply arrangements to support the ramp up of mass production of our metalens products and the development of next generation metalens technologies.

Enhancing our R&D capabilities to develop more advanced products and improve product quality

We believe it is essential for us to further enhance our R&D capabilities to develop more advanced products and improve product quality, both of which are critical to reinforcing our competitiveness and satisfying the increasing demands placed upon us by the rapidly evolving market. In particular, we plan to enhance our R&D capabilities by:

•        allocating resources towards the R&D of advanced materials with higher refractive index, such as titanium dioxide. These advancements aim to enhance the optical performance of our metalenses;

•        allocating resources to develop tunable metalenses;

•        recruiting additional experienced R&D personnel, to oversee our R&D activities;

•        continuing our technological collaborations with customers to customize metalenses for integration into their devices and develop new products and technologies; and

•        exploring strategic collaborations with leading overseas science parks and innovation centers to co-develop advanced metalens applications.

We have recently expanded our U.S. based R&D support through our new associate membership in Stanford Engineering’s SystemX Alliance Program. This will enable us to explore research engagements with Stanford faculty and students in areas aligned with our metalens design, manufacturing, and integration objectives. We expect this to support technical validation and enable quick-turn metalens prototyping capabilities for U.S. customers developing next-generation devices.

By improving our R&D capabilities, we believe that we will be able to strengthen our product mix by incorporating advancements into our existing products, as well as to offer newly developed products featuring the latest technologies to the market. We also believe that improvements in production techniques and processes resulting from our R&D activities will result in higher product quality and an enhanced ability to customize precisely to specifications that satisfy the customers’ needs.

Reinforcing and diversifying our supplier network

A stable supply of high-quality components, such as lenses, filters and sensors, for production at commercially competitive prices is crucial for our success and continued growth. As such, we plan to reinforce and diversify our supplier network by focusing on building and managing our relationships with existing strategic suppliers and by actively seeking new suppliers who meet our standards. We will also actively monitor and evaluate our suppliers. While price is a factor when evaluating a supplier, we will also evaluate our suppliers on the basis of quality and consistency of their raw materials and components, as well as their ability to meet the procurement scale and delivery timelines required by us.

By reinforcing and diversifying our supplier network, we believe we will be able to reduce our reliance on a limited number of suppliers and minimize the risk of raw material and component shortages and price or quality fluctuations. We will continue to identify and engage additional suppliers that are able to meet the quality, reliability and delivery requirements, in order to broaden our supplier base and further reduce supplier concentration risk.

Recruiting, training and retaining skilled engineers and experienced staff

We believe that recruiting, training and retaining engineers and staff with proper know-how and extensive experience in relevant fields are essential to our operations and overall success. As such, while we will continue to outsource certain operational functions for cost-effectiveness, we remain committed to attracting top talent who possess an extensive knowledge of optics technologies and process engineering. We intend to make full use of our competitive remuneration packages to motivate and nurture our existing employees and attract qualified candidates.

Metalens Technology

Optical metalens technology is a revolutionary flat lens solution rooted in metasurface engineering. By enabling wavelength-scale light manipulation with significantly reduced bulk and complexity, optical metalens offers ultrathin, lightweight, and highly tunable alternatives to traditional optics.

Our Core Competencies

Our business is supported by a strong foundation of core competencies that enable innovation and enhance product quality:

•        Metalens equipment.    We focus on selling advanced metalens production machines, specifically the 4-inch DLW, the metalens automatic tester and the automatic metalens module assembling machine.

•        Metalens foundry.    We specialize in the production of customized metalenses for customers using our 4-inch DLW and front-end semiconductor manufacturing process with 12-inch DUV immersion photolithography equipment, which can produce dimensions as small as 50nm. Unlike most of our competitors which typically rely on electron beam lithography and nanoimprint lithography in their fabrication process, our metalens fabrication process utilizes a 12-inch glass wafer DUV immersion photolithography process, which results in high yield and high throughput. Such a customized fabrication process coupled with our advanced metalens equipment currently enables us to produce critical dimensions as small as 60nm, with potential capabilities to scale down to around 50nm. This allows us to cater to high-performance applications such as color imaging and wide-angle imaging. This capability supports fast prototyping, low-volume pilot builds, high-yield, and high-throughput mass production.

•        Metalens products.    We focus on the design and development of IoT products, such as infrared metalens cameras, color metalens cameras, color imaging metalens, wide-angle monochrome metalens, and pico projectors, for integration into various industries.

•        Metaoptics AI.    We develop imaging and IoT algorithms to optimize the implementation and performance of metalens technology.

We offer a range of products and services tailored to meet the diverse needs of both business-to-business (“B2B”) and business-to-consumer markets (“B2C”). For B2B clients, customers can purchase our products directly or engage us for design and simulation services using comprehensive and specialized lens design software (e.g., LUMERICAL software). We also provide design and integration services, such as replacing existing 2D contact with 3D non-contact fingerprint detection applying our metalens design. For the B2C market, we offer products that our customers can purchase, and integrate into their personal systems or devices, ensuring seamless functionality and performance.

Industry Applications and Opportunities

Our metalenses are integrated into a wide range of applications by our customers, especially in 5G smartphones, contactless 3D biometric modules, projectors, and for industrial applications such as IoT devices, LiDAR devices and HUDs for planes and self-driving cars, and AR/VR devices.

We believe our products will provide significant growth opportunities over the next several years given the wide-ranging applications of our products across diverse markets:

•        Industrial.    In relation to the industrial or IoT market, with the fast development of 5G-technology, the IoT technology has been rapidly evolving, which has put forward higher requirements for the performance of sensors in which we integrate our metalenses. Optical metalenses allow for greater miniaturization as well as enhance and expand the functionality of optical IoT systems, creating greater potential for IoT technology.

•        Automotive.    Optical sensors are also rapidly becoming standard equipment in automotives to assist the operations of evolving functions. Compared to conventional optical lenses, optical metalenses are able to provide higher thermal stability and higher efficiency while taking up smaller spaces in vehicles, thus gaining increasing attention from vehicle manufacturers.

•        AR/VR.    In the AR/VR market, developers of AR/VR systems continue to wrestle with the challenge of incorporating bulky hardware systems into devices to be worn on the head. Optical metalenses offer the prospect of tiny optical elements incorporated into small, high-performing, lightweight headsets and smart glasses, thus gaining increasing popularity in the AR/VR field.

•        Security.    In relation to the security industry, optical metalenses can be applied to drones to reduce the weight burden of their imaging and sensing systems for prolonging flight time. The flat, lightweight, ultrathin, compact, and easy-to-integrate advantages of optical metalenses enable their wide potential usage in sectors requiring higher security including the military field, immigration and smart door locks. In

addition, optical metalenses can be seamlessly integrated into 3D contactless fingerprint sensor modules, significantly upgrading the security of existing products. For example, by incorporating metalenses into smart door locks, the fingerprint sensors can be more resistant to spoofing or unauthorized access. This ensures that only legitimate users can gain entry to secured areas. Similarly, in automated teller machines, the integration of metalenses in fingerprint sensors can improve the speed and precision of identity verification, reducing the risk of fraud and enhancing overall user security. The advanced capabilities of metalenses allow for higher resolution and better performance in compact form factors, making these security systems more efficient and effective in safeguarding sensitive information and assets.

•        Biomedical.    Our products are also relevant in the biomedical industry. Due to their compact and lightweight characteristics, metalenses can enable the miniaturization of imaging components, such as those used in endoscopic devices. Conventional endoscopy often involves relatively large camera modules affixed to the tip of a tube, which may cause discomfort to patients. By allowing for smaller camera designs, metalenses can support the development of slimmer endoscopic tools that may reduce patient discomfort during such usage, while still enabling effective imaging for diagnostic purposes. The compact, lightweight design of optical metalenses, which can even be small enough to fit into a pill for capturing images inside the body, offers a promising alternative to the larger camera tubes traditionally inserted through the mouth. This miniaturized form factor enables less invasive procedures, improving patient comfort while maintaining high-quality imaging capabilities for medical diagnostics. Therefore, the functionality of optical metalenses has put forward its application potential for biomedical usage.

•        Telecommunications.    In the smartphone industry, as the technology of smartphones evolves, so does the amount of space and energy its imaging and sensing systems take up. The optical metalens technology is able to fix chromatic aberration with thin and flat structures, achieving smaller sizes of optical imaging and sensing systems in smartphones, and is thus expected to replace conventional optical lenses in smartphones to reduce product thickness.

We will continue to target specific applications in each of these major markets or industries.

Our Products

We offer all our products worldwide through our direct sales efforts and distribution channel. While our sales to date have been concentrated in certain geographical locations as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Components of Our Results of Operations — Revenue,” our full product portfolio described below is marketed and made available globally.

Metalens Equipment

•        Direct Laser Writer

Our metalens equipment includes the cutting-edge DLW, which we develop and manufacture for our own use and use by certain customers of ours. Our DLW is a 4-inch metalens fabrication and characterization tool with maskless lithography that supports fast, quick-turn metalens prototyping and low-volume production. Its 2D lens technology enables the reduction of the laser focal spot for high-quality and achromatic focusing to achieve a minimum feature size of less than 90nm for straight line writing and less than 150nm for the minimum pillar diameter of the metalens. It is also compact with high accuracy and repeatability in nanometer range, achieved by writing with a 6-axis piezo scanning stage.

•         Automatic Metalens Tester

Our metalens equipment also includes the automatic metalens tester, which is a precision optical characterization system used to evaluate metalens performance under controlled conditions, including different working distances and wavelength ranges. Our automatic metalens tester is designed to evaluate metalens components under both infinite and finite working distance configurations and across multiple wavelength bands. The system is configured as a cleanroom-compatible, fully enclosed platform with automated handling and vision alignment, supporting dual-station testing in the visible and near-infrared ranges. It includes automated pick-and-place handling for testing and sorting metalenses from up to 12-inch diced wafer input. A flipper module enables the tester to measure components in both orientations. It provides a range of optical performance measurements, including focal length, point spread function, efficiency, modulation transfer function, and dot-pattern analysis, supporting both development validation and production characterization.

Metalens

Metalenses are advanced optical components designed for a wide range of applications, including color imaging, face recognition and non-contact fingerprint sensing. Leveraging our proprietary metalens technology, we have developed flat-surface lenses made of glass that offer smaller size, lighter weight, and lower power consumption as compared to the existing conventional 3D lenses.

Our metalenses are characterized by their ultra-thin, lightweight and flat design, measuring approximately 350nm to 800nm in thickness. This compact form factor enables seamless integration into even the smallest devices, compared to conventional lenses. The flatness of our metalenses also allows the correction of optical defects, delivering better and reasonable image quality.

Through our proprietary 12-inch glass wafer DUV immersion photolithography (pictured above) manufacturing process, we are able to mass produce ultra-wide field of view metalens designed for eye-tracking, facial recognition, AR/VR applications, and are uniquely positioned to achieve mass production at a reasonable cost. This capability positions us as a leader in providing innovative optical solutions to meet the growing demand for advanced technologies

We debuted a metalens integrated 5G mobile smartphone in January 2026 (pictured above), featuring an ultra-thin optical module with no camera bump and a highly heat-resistant metalens glass-based design. It also includes a non-contact metalens 3D biometric fingerprint module, enabling secure, touch-free fingerprint mapping for a seamless user experience.

Metalens Color Camera Module (2MP/5MP)

Our metalens color camera module incorporates cutting-edge single-layer metalens technology and is manufactured using our 12-inch glass wafer DUV immersion photolithography process. This advanced camera module is designed for sensing recognition and imaging for laptops and smartphone applications.

The camera module is customizable for applications such as color imaging and non-contact fingerprint recognition, making it ideal for diverse applications. The camera assembly process is highly tunable to fit specific needs, ensuring adaptability across various use cases. We have successfully integrated our camera modules into the Qualcomm Software Development Kit. This integration demonstrates that our camera modules are able to work on an Android-based smartphone operating system, which are also able to produce a reasonably better color image quality.

Metalens IoT Products

•        Infrared Metalens Camera

Our infrared metalens camera is a compact, single-layer metalens monochromatic camera for applications such as tracking, facial recognition, AR/VR, monochromatic imaging, and wide-angle imaging for security applications. Our infrared metalens camera, which is designed at 10mm x 47mm x 44mm, is inclusive of our meta optics software with AI enhancement functions. The camera assembly process is also tunable to fit a variety of other applications. Our next-generation board, which is half the size of the current version, has already been fabricated, with testing currently in progress.

•        Pico Projectors

Our revolutionary pocket-sized pico projector is an ultra-lightweight projector device utilizing our metalens, weighing just 80 grams and compactly designed at 45mm x 58mm x 30mm. The projector operates directly from a mobile phone or laptop battery via a USB-C connection, eliminating the need for a built-in power source. Some of our pico projectors’ key features include auto-focus technology, ultra-lightweight design, and low power consumption. The portability of our pico projectors is complemented by effortless usability and a superior visual experience. A second generation pico projector, that is approximately half the size of its predecessor, featuring USB-C connectivity, silent fanless operation, and low power consumption, was debuted in January 2026.

•        IoT Metalens Color Camera

Our IoT metalens color camera, designed at 10mm x 47mm x 44mm, is a cutting-edge device designed to capture high-quality color images using a single-layer metalens. It is customized for applications in color imaging and non-contact fingerprint sensing, offering advanced performance for IoT-enabled solutions. Similar to our infrared metalens camera, it is inclusive of our meta optics software with AI enhancement functions and the camera assembly process is tunable to fit a variety of other applications. The next-generation board, which is half the size of the current version, has already been fabricated, with testing currently in progress.

Non-contact 3D Biometric Metalens Sensors

Our non-contact 3D biometric metalens sensor measuring 80mm x 80mm, is designed for enhanced authentication and secure access. This product features our proprietary metalens technology, and this advanced sensor enables the capturing of highly accurate biometric data, such as fingerprint identification, without requiring any physical contact. This innovation addresses the growing demand for hygienic, efficient, and reliable biometric systems in sectors like consumer electronics, healthcare and automotive industries. Our non-contact 3D biometric metalens sensor includes our advanced software with AI image enhancement algorithm capabilities and its camera assembly process is tunable to fit a variety of other applications.

Quality Control and Quality Assurance

We are committed to delivering high-quality products to our customers by maintaining a comprehensive quality control system. In order to control the variables within our production process and ensure that all our products meet the required quality standards, our production process is monitored by dedicated quality control personnel.

At the manufacturing phase, we have assembled and built a metalens automatic tester for our licensed suppliers and/or manufacturers to characterize metalens into good and fail in relation to each of the 12-inch glass wafers that are manufactured to fulfil the customers’ order quantity. Any significant deviations identified during these assessments are promptly addressed to maintain production integrity and product quality. We also work closely with our customers by seeking their feedback at various junctures across the course of the project. We will designate a personnel for each project who will be responsible for reviewing the finalized product, which involves ensuring that the product is consistent with the specifications and designs agreed with our customers.

In addition, our sales representatives including those located in Asia-Pacific, are responsible for collecting customers’ opinions to identify areas for improvement and enhance the overall satisfaction of key customers. In the event of complaints, they handle issues appropriately and in a timely manner, working closely with us to implement effective solutions.

Research and Development

Our R&D activities and strategies are overseen by our CEO and executive director, Mr. Aloysius Chua Hao Peng, and our Executive Chairman, Mr. Thng Chong Kim, who are responsible for providing strategic direction and technical guidance to the R&D team in the development, positioning, applications and performance of our projects and technologies.

The optics industry is characterized by rapidly evolving technology advancements. The ability to achieve rapid and continual technology improvements is of critical importance to maintaining our competitive advantage to break through current optical lens limitations in consumer and IoT applications.

As part of our R&D efforts, we have entered into research and collaboration arrangements with A*STAR’s Institute of Materials Research and Engineering (“IMRE”). Under these arrangements, two research scientists are working with us on projects focused on the design and fabrication of metalenses, and the assembly of the metalenses into IoT devices. The research scientists are also contributing to the development of the next generation rectangular metalenses.

Exhibit: Picture of our next generation rectangular metalenses prototype

In addition, two research scientists were seconded to MetaOptics Technologies from A*STAR under the T-Up program at various times during the period from April 1, 2023 and May 31, 2025, and have since August 1, 2025 commenced full-time employment with us. The research scientists bring specialized expertise and experience in meta optics design, fabrication, system integration, and software design. Their contributions have been applied to our IoT products.

Launched in 2003, the T-Up program is a secondment program funded by Enterprise Singapore and administered by A*STAR. It enables the secondment of A*STAR’s research scientists and engineers to local enterprises with the aim of enhancing their in-house R&D capabilities and supporting their business growth. Participating enterprises, like our company, can leverage A*STAR’s expertise to expand our technical capabilities, develop high-technology intellectual property, and foster a culture of growth and innovation through R&D.

The T-Up program supports R&D or innovation projects for a period of up to two years through the secondment of research scientists, engineers, and technical experts from A*STAR’s research institutes. As an ongoing initiative, the T-Up programs continue to play a key role in building the R&D capabilities of Singapore’s local enterprises.

Our aggregate cost incurred for the secondment of the two scientists since the commencement of the T-Up program is S$69,301. These two scientists have since August 1, 2025 commenced full-time employment with us and, as a result, our payroll compensation cost has increased. Following the successful transition of the two scientists to our full-time employment, we did not extend our participation in the T-Up program beyond May 31, 2025.

On August 18, 2025, we accepted a development grant from a Singapore government agency, which provides funding of up to 50% of the actual qualifying costs relating to hardware or equipment and audit fee expenditures. Such grant will fund qualifying project costs namely third-party consultancy fees, software and equipment, and internal manpower costs. As of December 31, 2025 we had not utilized such grant, which has a qualifying period from September 1, 2025 to December 31, 2029.

Our R&D Projects and Initiatives

We are engaged in several major R&D projects applicable to each of our major product categories with research institutions and third-party suppliers. We adopt a milestone-based payment structure for the R&D projects, under which payments are made progressively upon the achievement of specific deliverables or development outcomes. This phased and milestone-driven approach reflects our prudent project management strategy and our commitment to maintaining quality and accountability in the development process.

Our R&D projects involve, the development of prototypes to develop, assess, improve or prove certain technical capabilities and/or functionalities of our meta optics components and products. There is therefore no specific timeline we have to adhere to, and the success of such R&D efforts is determined by the specific deliverables or development outcomes.

•        Metalenses in various shapes.    The current design of our metalenses is single-layered and round. As part of our ongoing R&D efforts, we are working on a project to enhance metalens technology by developing metalenses in various shapes, including round, rectangular, and square configurations. In particular, our new design for the 5MP sensor features a configuration with two metalenses (a doublet) stacked together, which introduces a novel approach for rectangular metalenses and doublet design. These new metalens designs are being engineered to align precisely with the parameters of sensors, ensuring the modules remain compact and do not exceed the sensors’ boundaries. This innovation aims to offer smaller and more efficient modules, supporting our commitment to advancing miniaturized optical solutions. This project is at the customer sampling stage, and we are targeting initial commercialization in the second half of 2027, subject to successful completion of customer qualification cycles.

•        AI-powered smart glasses.    We have commenced a project to develop AI-powered smart glasses incorporating our metalens monochrome camera to enable gesture-based control. These smart glasses are intended to support functions such as making phone calls and adjusting music playback through intuitive hand gestures. Designed to be lightweight, rugged, high-performance, and visually appealing, the product targets active and style-conscious users. This project is at the engineering validation stage, and we are targeting initial commercialization in the first half of 2027, subject to technical outcomes and manufacturing readiness.

•        IoT products.    For IoT products, our R&D initiatives comprise design, RGB sensing and imaging functionality improvements which can be applied to our existing IoT products, including infrared metalens cameras, second generation pico projectors and IoT metalens color cameras. The products are at the customer sampling stage and we are targeting initial commercialization of the second generation pico projectors in the second half of 2026. The total estimated R&D costs for the above initiatives are approximately S$50,000.

•        Metalens technology.    We continue to actively develop imaging and IoT algorithms to optimize the implementation and performance of metalens technology, with updates made as needed in connection with the development of new IoT products. We are in the process of integrating AI algorithms designed to enhance image sharpness into our application software. This project is at the customer sampling stage, and we are targeting initial commercialization in the second half of 2027, subject to customer qualification cycles.

We have recently expanded our U.S. based R&D support through our new associate membership in Stanford Engineering’s SystemX Alliance Program, with an annual membership fee of US$110,000 and an initial one-year membership period commencing on February 2, 2026, renewable in one-year increments upon payment of the applicable fee. This will enable us to explore research engagements with Stanford faculty and students in areas aligned with our metalens design, manufacturing, and integration objectives. We expect this to support technical validation and enable quick-turn metalens prototyping capabilities for U.S. customers developing next-generation devices.

Furthermore, subject to our ongoing R&D needs and requirements, we may leverage A*STAR’s R&D platform for local prototyping and pilot scale metalens fabrication in Singapore. This is intended to reduce cost and turnaround time relative to overseas foundries and to complement our internal design and equipment capabilities. Our collaboration arrangements with A*STAR are generally undertaken on a project-based basis, pursuant to separately negotiated terms with a defined scope of work, deliverables, timing and pricing, and payments tied to milestones or completion of agreed tasks. As part of our R&D efforts, we will continue to pursue a collaborative working relationship with our customers to test new ideas, develop new products and technologies, and customize metalenses for integration into their devices.

Sales and Marketing

The overall business development, including our sales and marketing activities, are headed by our Executive Chairman, Mr. Thng Chong Kim, whose efforts are augmented by the sales representatives, namely Z&H Brothers Oversea Investment Pte. Ltd., Auspring Co., Ltd., Nanowall Technology Pte. Ltd., Grandwell Asia Limited, and Mr. Zhang Hongjun, that our Company has engaged in Singapore, China, Taiwan, Korea and Hong Kong.

From the second half of 2024, we entered into agreements with our sales representatives on a non-exclusive basis to identify prospective clients for MetaOptics Technologies:

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(1)      Remuneration is commission-based, calculated as a fixed percentage of net income received, generally not exceeding 5%.

(2)      No fixed fees are payable in addition to the commission earned.

(3)      The agreement may be terminated by either party at any time with 30 days’ prior written notice. MetaOptics Technologies also reserves the right to terminate the agreements with immediate effect by giving written notice to the sales representative under the following circumstances:

•        the sales representative commits a material breach of any term of the agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

•        the sales representative repeatedly breaches any of the terms of the agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the agreement;

•        the sales representative suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;

•        the sales representative commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

•        a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the sales representative;

•        the sales representative suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

•        a material adverse event has occurred.

Our distribution channel is responsible for generating new customer accounts, managing relationships, as well as concluding sales contracts. They attend to customers’ queries and prepare proposals based on the potential customers’ specifications and requirements. In selected territories, we engage sales representatives to support our sales and marketing efforts. These representatives assist in localizing our outreach and bridging cultural and language differences in the respective markets.

Notwithstanding the support provided by these sales representatives, we retain full control and oversight over the formulation and implementation of our overall sales and marketing strategies. The sales representatives are engaged on a non-exclusive basis and do not have authority over our broader commercial policies, including corporate planning, branding, or pricing matters. We commenced generating revenue prior to the engagement of these representatives and continues to secure new customers and explore business opportunities independently.

As part of our marketing strategy, our team visits our existing and potential new customers regularly to better understand their needs and recommend the most effective solutions to address their requirements for various optical components. We also participate in trade shows, competitions, and exhibitions in different countries to raise awareness of our brand and to advertise our products. Through such events, we are able to establish connections with potential customers whom we follow up with subsequently to foster good relationships, enhance our market penetration capabilities, and strengthen our customer base. For example, in January 2025 and January 2026, we participated in the Consumer Electronics Show held at the Las Vegas Convention Center, through which we established contact with several potential customers.

In addition, we have built our own online sales channel for several consumer products which incorporate our metalenses. Such products, including our 3D biometric metalens sensors, IoT metalens color cameras, pico projectors, and ultra-wide angle IR monochrome metalens cameras, are available for sale on our website at https://metaoptics.shop/collections/all, through the Shopify B2C sales platform.

Accordingly, while sales representatives play a supporting role in our commercial activities within their respective territories, we are not materially reliant on the sales representatives for the generation of sales or the conduct of our business.

Major Customers

Our customers primarily consist of business and profitability are not materially dependent on any single individual customer. The following table sets out the customers which accounted for 5% or more of our total revenue in each of FY2025 and FY2024:

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(1)      Haur-Jye Technology Co., Ltd., Opulent Techno Pte. Ltd., Z&H Brothers Oversea Investment Pte. Ltd. and Auspring Co., Ltd. are each shareholders of our Company. Auspring Co., Ltd. is a company affiliated with our shareholder, Aquaspring Group Limited, and is also one of our sales representatives in Taiwan. Auspring Co., Ltd purchased our metalens products for sale and distribution to its end customers. See “— Sales and Marketing” above for further information.

(2)      Customer A was both our major customer and supplier in FY2024. Customer A is in the business of developing and manufacturing microelectronic mechanical systems which are utilized for laser projection displays, amongst other applications. In FY2024, Customer A purchased metalens from us for evaluation, and also paid a design fee to us for the provision of customized metalens. In FY2024, we purchased laser modules developed by Customer A, for the assembly of such laser modules into our pico projectors.

(3)      Singapore Precision Welding Pte. Ltd. is a wholly-owned subsidiary of MST ListCo.

(4)      Customer B is a R&D organization based in Singapore, with research scientists and engineers working across the domains of land, sea, air, space and cyberspace.

As of December 31, 2025, we had sold DLWs to certain of our shareholders based overseas, namely, Haur-Jye Technology Co. Ltd and Opulent Techno Pte. Ltd. These shareholders (and customers) have manufacturing capabilities, which can be strategically utilized to undertake small-batch manufacturing and fabrication of metalenses, and may potentially allow us to expand and set up fabrication bases through partnerships with them. These sales were made in our ordinary course of business and were conducted on an arm’s length basis. In addition, these sales were made consistent with our intent to maintain an asset-light business model, which underpins our decision to outsource fabrication activities rather than undertake them in-house.

We believe that the interests of these shareholders as they relate to manufacturing and fabrication of metalenses using our of DLW products are aligned with ours. We believe that, if Haur-Jye Technology Co. Ltd and Opulent Techno Pte. Ltd. produce metalenses using our DLWs for other parties, such broader utilization of the DLWs may promote wider adoption of metalens technology in the market, which would be beneficial to us over the longer term. While our DLWs are effective for producing metalenses, our DUV immersion photolithography process offers comparatively higher production capacity of metalenses. Accordingly, in the event of a significant increase in market demand for metalenses, we believe that metalenses customers would turn to us for high-volume manufacturing solutions and/or for additional support for the mass production of metalenses using the DUV immersion photolithography process. Further, as the design of metalenses continues to rely on our proprietary technology and know-how, we are expected to remain a key partner to our customers in the development and commercialization of metalens applications.

Except as disclosed above, there were no other customers of us in any of our operating segments who accounted for 5% or more of our revenue during FY2025 and FY2024.

Major Suppliers

The following table sets out the suppliers which accounted for 5% or more of our total purchases in each of FY2025 and FY2024:

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(1)      MMI Systems Pte Ltd is a wholly-owned subsidiary of MMI Holdings Limited, one of our principal shareholders.

(2)      Supplier A is a supplier of optical components and solutions.

(3)      Customer A was both our customer and supplier in FY2024. Customer A is in the business of developing and manufacturing microelectronic mechanical systems which are utilized for laser projection displays, amongst other applications. In FY2024, Customer A purchased metalens from us for evaluation, and also paid a design fee to us for the provision of customized metalens. In FY2024, we purchased laser modules developed by Customer A, for the assembly of such laser modules into our pico projectors.

Due to the nature of our business, we engage various distributors and/or manufacturers from time to time. Our suppliers supply materials and/or provide services to us. Our purchases from our major suppliers may fluctuate year-on-year as a result of our varying requirements. We may not generate similar purchases in terms of size and scope with the same supplier in subsequent years and we generally do not enter into long-term or exclusive agreements with our suppliers as this would provide us with the flexibility to evaluate and select new suppliers which are able to give us the highest possible product quality and service at competitive pricing. In addition, given our evolving business needs, we constantly seek out suitable suppliers who are able to provide us with highly customized solutions or components which can fit our unique specifications, stringent quality and performance requirements. In general, the key considerations in selecting our suppliers include the quality of their products, pricing, services and timeliness of delivery in order to meet our customers’ needs. Upon selecting a suitable supplier, we will issue purchase orders to the respective shortlisted entities for the quantity of products or services required.

Except as disclosed above, there were no other suppliers of us who accounted for 5% or more of our purchases during FY2025 and FY2024.

Credit Management

Credit Terms to Our Customers

We are exposed to credit risks from our customers in the ordinary course of business. In order to minimize our credit risks, our management team regularly monitors our credit exposures, which is in line with our credit risk management policies.

Payments received from our new customers are generally based on cash terms and advanced payments. Our invoices to our customers are generally due for payment upon issuance of the invoices or we grant our customers credit terms as negotiated on a case-by-case basis.

We have put in place credit control policies and procedures to manage our credit exposure and our management periodically evaluates the creditworthiness of our customers. The credit terms and limits are granted to our customers based on a number of factors, such as the customer’s financial background and creditworthiness, the contract value, payment history and the length of relationship with us.

Our finance team monitors collections from our customers regularly and follows up on any overdue amounts. For customers who have overdue amounts, we will decide, on a case-by-case basis, on the actions to be taken to recover such receivables. Such actions include, but are not limited to, escalating the issue of non-payment to their management, requiring the customer to settle overdue amounts before carrying out extra work for the customer, sending letters of demand and taking formal legal action.

We review and assess the need to make allowance for our overdue debts periodically. Specific allowance or write-off will be made when we believe that our customer is in severe financial difficulty and there is no realistic prospect of recovery. This is assessed on a case-by-case basis, based on, among others, the customer’s current financial position and the past default experience of the customer. During FY2025 and FY2024, we had not made any material allowance for doubtful debts or written off any bad debts arising from trade receivables.

The following table sets forth our trade receivables’ turnover days for the years indicated:

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(1)      The trade receivables’ turnover days for FY2025 are calculated based on the trade receivables balance as of December 31, 2025 divided by revenue for FY2025 and multiplied by 365 days.

(2)      The trade receivables’ turnover days for FY2024 are calculated based on the trade receivables balance as of December 31, 2024 divided by revenue for FY2024 and multiplied by 365 days.

Our trade receivables turnover days decreased in FY2025 due to the majority of our sales being conducted on cash terms and the prompt collection of outstanding receivables during the year.

Our trade receivables as of December 31, 2025 amounted to S$3,217. The aging schedule for our trade receivables as of December 31, 2025 was as follows:

Credit Terms from our Suppliers

Our suppliers typically require a 50.0% down payment for transactions. At present, no credit terms are offered. Any potential credit terms would be considered and negotiated on a case-by-case basis, taking into account factors such as the length of our relationship with the relevant supplier, the size of the transaction, the supplier’s evaluation of our creditworthiness and/or the supplier’s internal policies.

We did not have any trade payables balances as of December 31, 2024 as we had settled such payables on a timely basis and had trade payables of S$959 as of December 31, 2025.

Inventory Management

We have maintained robust policies to ensure the accurate tracking, valuation, and safeguarding of inventory, and to prevent stock discrepancies and financial misstatements.

All our inventory-related activities, including procurement, storage, issuance, valuation, and disposal, are carefully managed through established internal controls. For instance, all inventory items must be recorded in our inventory management system upon receipt, with unique identification numbers for tracking. Also, inventory issued for internal use, projects, or customer delivery must be communicated to our CFO, who will update the inventory

records accordingly. Our inventory is valued using the First-In-First-Out (“FIFO”) method, unless another method is justified and approved by our CFO. Our CFO is responsible for overseeing quarterly reviews of slow-moving or obsolete inventory, with proposed actions submitted to our Executive Chairman and CEO for approval.

In addition, inventory count is conducted annually with results reconciled against the recorded inventory balance. This is to ensure that inventory records in our accounting system remain accurate and that all inventories in our storage areas are accounted for. Discrepancies (if any) are investigated immediately, and adjustments would be made if necessary.

The following table sets forth our inventory turnover days for the years indicated:

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(1)      The inventory turnover days for FY2025 was calculated based on our inventory balance as of December 31, 2025 divided by cost of sales for FY2025 and multiplied by 365 days.

(2)      The inventory turnover days for FY2024 was calculated based on our inventory balance as of December 31, 2024 divided by cost of sales for FY2024 and multiplied by 365 days.

Our inventory turnover days for FY2025 decreased, primarily due to increased sales activity and a full year of operations in FY2025, compared to FY2024 when inventory was sold for only part of the year.

Awards

As a testament to our commitment towards innovation and quality, MetaOptics Technologies has received the T-Up Excellence in Innovation Award in 2024, awarded by A*STAR. This award, which forms part of the T-Up initiative, recognizes local enterprises that have demonstrated excellence in developing innovative, market-ready solutions and strengthening R&D capabilities. The receipt of this award affirms our position as a leading innovator within Singapore’s enterprise landscape.

In May 2025, we were selected by Qualcomm Technologies, Inc. (“Qualcomm”), a global leader in wireless technology and mobile chipsets, as one of the top 15 AI startups in the Asia-Pacific region and one of the top five AI startups in Singapore under the highly selective Qualcomm AI Program for Innovators. The Qualcomm AI Program for Innovators aims to empower professional developers and startups to design and implement cutting-edge on-device AI solutions across a range of sectors, including consumer, healthcare, smart industry, smart city, agriculture, and education, with the objective of driving regional and societal impact. We believe that this recognition by Qualcomm will support and accelerate the commercialization of our AI-enabled semiconductor optics as we expect to receive tailored support from Qualcomm, including direct technical mentorship, access to certain proprietary software, hardware and infrastructure of Qualcomm’s and development kits, as well as a development stipend of up to US$5,000 to facilitate product development during the Mentorship Phase.

In May 2025, we were honored as a top winner at the inaugural Design AI and Tech Awards (Daita), jointly organized by The Business Times and the Singapore University of Technology and Design. The award recognizes our pioneering work in advanced color metalens imaging, featuring the single-layer metalens on a 12-inch glass wafer capable of capturing full-color images in visible light. Our proprietary AI software further enhances image quality through vibrancy optimization and intelligent brightness adjustment, reinforcing our position at the forefront of design-led technological innovation.

In October 2025, we received the “Startup Innovation Award” at the 2025 Taiwan Weeks Asia Innovation Cup Demo Day in Taipei, an event jointly hosted by the Financial Supervisory Commission, the Taiwan Stock Exchange, the Taipei Exchange, the Taiwan Futures Exchange and the Taiwan Depository and Clearing Corporation. This award recognizes our breakthroughs in scalable metalens manufacturing, as well as our innovation depth, product differentiation, robust R&D capabilities and well-defined intellectual property strategy.

In November 2025, we were selected as a “Finalist” in the Emerging Enterprise 2025 Award, presented by OCBC Bank and The Business Times. This program recognizes promising young Singapore enterprises that demonstrate innovation, resilience and strong growth potential. Being named a “Finalist” underscores our progress in building a scalable, R&D-led optics platform and enhances our visibility within Singapore’s business community, supporting future partnerships and commercialization efforts.

In February 2026, we received the “Best Optical Semiconductor Innovator 2026” award, presented by APAC Insider’s Singapore Business Awards 2026. The Singapore Business Awards honors companies and entrepreneurs driving innovation, resilience, and excellence across one of Asia’s most dynamic economies.

Competition

We compete primarily on the superior meta optics components and products that we can deliver to our customers, our collaborative and close relationships with some of our customers and suppliers, the quality of our services and products, and our level of customer service, reputation and responsiveness.

Facilities

We are headquartered in Singapore where we lease the following properties:

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(1)      Under the terms of the tenancy agreement, the shareholders listed in the ACRA business profile of MetaOptics Technologies dated June 9, 2023, whether individually or in any combination, must directly own more than 50% of the issued shares of MetaOptics Technologies. Such control requirement must be complied with throughout the tenancy, failing which it will be deemed to be a breach of obligations by MetaOptics Technologies. The prior consent of Jurong Town Corporation is required for any change to the aforementioned control requirement. As of April 3, 2025, MetaOptics Technologies has obtained the prior written consent of Jurong Town Corporation for the aforementioned change in control.

(2)      The lessor is entitled to re-enter the premises (or any part of the premises in the name of the whole) at any time (even if the lessor had previously waived a right of re-entry) and to repossess the premises, and the tenancy will immediately determine, if: (a) the rent, service charge, usage charge, or any other sum payable under the tenancy remains unpaid in full or in part for 14 days after the due date (whether formally demanded or not); (b) MetaOptics Technologies is in breach of any other of its obligations and if such breach is capable of remedy, MetaOptics Technologies has failed to remedy the breach within the period stipulated by the lessor; (c) any distress or execution is levied on the machinery, fixtures, fittings, structures, installations, chattels, things of MetaOptics Technologies and goods under MetaOptics Technologies’ control including each take-over item, at the premises; or (d) an event of insolvency occurs.

Further, either party may terminate the tenancy by giving the other party not less than three months’ prior written notice, or paying the other party three months’ rent-in-lieu, without affecting any accrued rights or remedies of either party. Also, if the premises continue to be unfit for occupation or use for more than 90 days after the first day of damage or destruction, then either party may, after the 90-day period, give to the other party a written notice to terminate the tenancy within one month from the date of such notice, without affecting any accrued rights or remedies of either party.

(3)      Under the terms of the tenancy agreement, the shareholders listed in the ACRA business profile of MetaOptics Technologies dated April 30, 2025, whether individually or in any combination, must directly own more than 50% of the issued shares of MetaOptics Technologies. Such control requirement must be complied with throughout the tenancy, failing which it will be deemed to be a breach of obligations by MetaOptics Technologies. The prior consent of Jurong Town Corporation is required for any change to the aforementioned control requirement.

(4)      We use these premises as design center and demonstration laboratory, as well as for software development. We conduct design and simulation work, develop and refine system-level design concepts, and host technical and prototyping discussions and demonstrations for customers and partners. We do not conduct manufacturing at our leased premises. With an asset-light business model, we outsource the fabrication of our products to third-party foundries rather than undertaking such activities in-house.

Except as disclosed in the table above, the lessor of the above properties may not unilaterally terminate the lease without cause (such as breach by us of our obligations under the lease).

As part of our expansion in the United States, we participate in an incubation program that provides membership-based, non-exclusive co-working office space access in Silicon Valley, California. The current access term runs for a fixed one-year period from February 17, 2026 to February 16, 2027. We use this workspace primarily for U.S. business development, engagements with investors and customers and, as needed, for technical collaboration with ecosystem partners, in alignment with our establishment of MetaOptics USA and our ongoing U.S. commercialization plans.