As filed with the United States Securities and Exchange Commission on June 22, 2026.

Registration No. 333-296009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

3Knights Dynamics Group Limited

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Unit 19-2,

The Boulevard, Mid Valley City

Lingkaran Syed Putra,

59200 Kuala Lumpur,

Wilayah Persekutuan Kuala Lumpur, Malaysia

+60 3-9779 0946

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

COGENCY GLOBAL INC.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+1-800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

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

Emerging growth company. ☒

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

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

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

3Knights Dynamics Group Limited

5,000,000 Class A Ordinary Shares

This is the initial public offering of the Class A ordinary shares of 3Knights Dynamics Group Limited (the “Company”). Prior to this Offering, there has been no public market for our Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Share(s)”, together with our Class B Ordinary Shares as defined below, the “Ordinary Share(s)”). It is currently estimated that the initial public offering price per share will be between $4 and $5.

We intend to reserve the symbol “TKDG” for purposes of listing our Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) and have applied to list our Class A Ordinary Shares on the Nasdaq. At this time, Nasdaq has not yet approved our application to list our Class A Ordinary Shares. The closing of this Offering is conditional upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

The Company is an exempt company incorporated in the Cayman Islands with limited liability as a holding company and with no material operations of its own. The Company conducts its operations through 3 Knights, its operating subsidiary in Malaysia. The Class A Ordinary Shares offered in this prospectus are shares of the Cayman Islands holding company instead of shares of its operating subsidiary in Malaysia. Holders of our Class A Ordinary Shares do not directly own any equity interests in our subsidiary, but will instead own shares of a Cayman Islands holding company.

Upon completion of this Offering, we will have a dual class ordinary share structure. Our Ordinary Shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares (the “Class B Ordinary Share(s)”), par value US$0.0001 per share. Holders of Class A and Class B Ordinary Shares will have the same rights, including dividend rights, except that holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to twenty votes per share, and Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances. See “Description of Share Capital” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares.

Upon completion of this Offering, our issued and outstanding Ordinary Shares will consist of 28,000,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, assuming the underwriters do not exercise their over-allotment option to purchase additional Class A Ordinary Shares, or 28,750,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, assuming the over-allotment option is exercised in full.

We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after this Offering, assuming an offering size as set forth above. WLG Holdings Sdn. Bhd., our Controlling Shareholder, will own 15,800,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, being approximately 59.33% of our total and issued outstanding Ordinary Shares, representing approximately 82.06% of our total voting power (or approximately 57.89% of our total and issued outstanding Shares, representing approximately 81.16% of our total voting power if the underwriters option to purchase additional Class A Ordinary Shares is exercised in full), and may have the ability to determine matters requiring approval by shareholders. As a result, our Controlling Shareholder will have the ability to control the outcome of certain matters submitted to shareholders for approval through its controlling ownership of the Company, such as the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. See “Risk Factors — Risks Related to our Class A Ordinary Shares — Our Controlling Shareholder has significant voting power and may take actions that may not be in the best interests of our other shareholders” for further information. However, even if we are deemed as a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Stock Market Rules. See “Risk Factors — Risks Related to our Class A Ordinary Shares — We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.”

We have historically conducted our business through our operating subsidiary in Malaysia, but in advance of the listing, we engaged in the Reorganization described in “Our Corporate Structure and History” pursuant to which such operating subsidiary has become subsidiary of the Company.

Investing in the shares involves risks. See section titled “Risk Factors” of this prospectus.

We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See section titled “Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information.

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

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

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

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares if any such shares are taken. We have granted the underwriters an option for a period of forty-five (45) days after the closing of this Offering to purchase up to 15% of the total number of Class A Ordinary Shares offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts. If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the shares to purchasers against payment on [*], 2026.

Prospectus dated [*], 2026

TABLE OF CONTENTS

For investors outside the United States: neither we nor the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares and the distribution of this prospectus outside the United States.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

Conventions Which Apply to this Prospectus

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

Other Companies, Organizations and Agencies

General

Currencies, Units and Others

The expressions “associated company”, “related corporation” and “subsidiary” shall have the respective meanings ascribed to them in the Companies Act, as the case may be.

Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Except where the context otherwise requires or where otherwise indicated, the terms “Company,” “we,” “us,” “our,” “our company,” “our Group” and “our business” refer, prior to the Reorganization described in “Our Corporate Structure and History”, to our operating subsidiary in Malaysia and, after the Reorganization, to the Company, in each case together with its consolidated subsidiary as a consolidated entity.

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

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

Market and Industry Data

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties, as well estimates by our management based on such data. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Presentation of Financial and Other Information

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain differences exist between IFRS and generally accepted accounting principles in the United States (“U.S. GAAP”) which might be material to the financial information herein. We have not prepared a reconciliation of our consolidated financial statements and related footnote disclosures between IFRS and U.S. GAAP. Potential investors should consult their own professional advisers for an understanding of the differences between IFRS and U.S. GAAP and how these differences might affect the financial information here.

All references in this prospectus to “U.S. dollars,” “US$,” “$” and “USD” refer to the currency of the United States of America and all references to “RM,” “Ringgit,” or “Malaysian Ringgit” refer to the currency of Malaysia. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD. The Company is a holding company with operations exclusively conducted in Malaysia through its Malaysian operating subsidiary, whose reporting currency is Malaysian Ringgit. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. For the purpose of presenting the financial statements included elsewhere in this prospectus, the Company’s assets and liabilities are expressed in USD at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period.

We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.

THE OFFERING

SUMMARY FINANCIAL INFORMATION

The following summary presents summary consolidated balance sheet data as of August 31, 2025 and 2024 and February 28, 2026, and summary consolidated statements of operations data for the years ended August 31, 2025 and 2024 and for the six-month period ended February 28, 2026, respectively, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our combined financial statements are prepared and presented in accordance with IFRS. You should read this “Summary financial information” section together with our combined financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus.

Fiscal Years Ended August 31, 2025 and 2024

Six Months Ended February 28, 2026 and 2025

Fiscal Years Ended August 31, 2025 and 2024

Six Months Ended February 28, 2026 and 2025

RISK FACTORS

Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this prospectus before deciding to invest in our Class A Ordinary Shares. The following section describes some of the significant risks known to us now that could directly or indirectly affect us and the value or trading price of our Class A Ordinary Shares and should not be construed as a comprehensive listing of all risk factors. The following section does not state risks unknown to us now but which could occur in the future and risks which we currently believe to be not material but may subsequently turn out to be so. Should these risks occur and/or turn out to be material, they could materially and adversely affect our business, financial condition, results of operations and prospects. To the best of our Directors’ knowledge and belief, the risk factors that are material to investors in making an informed judgment have been set out below. If any of the following considerations and uncertainties develops into actual events, our business, financial condition, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Class A Ordinary Shares could decline and investors may lose all or part of their investment in our Class A Ordinary Shares. Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Class A Ordinary Shares from their professional advisers before making any decision to invest in our Class A Ordinary Shares.

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

Risks Related to Our Business and Industry

The project-based nature of our business and/or the timing of delivery may lead to fluctuations in our revenue, profit and operating cash flow.

Our revenue is mainly derived from our technology consulting and analytics services which are carried out on a project basis and per-event basis. Revenue from our data solutions is usually recognized upon issuance of invoices based on project delivery milestones over the tenure of the projects. As such, the timing of project delivery for our data solutions will affect our billing schedule which will in turn affect our revenue recognition and may cause our profit and operating cash flow to fluctuate.

Our inability to secure new projects and customers as well as additional sales from our existing customers for our businesses in a timely manner will materially affect our overall profitability and financial performance. Whilst we have not experienced any shortage of projects that have adversely affected our revenue since the commencement of our business and up to the date hereof, there is no assurance that the non-recurrent nature of our data solutions secured from customers in the future will not cause our revenue, profit and operating cash flow to fluctuate in the future, which in turn may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We had a concentration of credit risk because we derived our service income from a limited number of customers.

For the six months ended February 28, 2026 and 2025, we derived our service income from 24 and 24 customers, respectively, with three and four customers contributing more than 10% of our revenue and accounting for approximately 54% and 88% of our total revenue, respectively. For the years ended August 31, 2025 and 2024, we derived our service income from 43 and 23 customers with four and four top clients contributing more than 10% of our revenue making up approximately 77% and 79% of our total revenue, respectively, whereas three and three top clients contributed more than 10% of our revenue, making up approximately 54% and 62% of our revenue for the six months ended February 28, 2026 and 2025, respectively. Generally, we either require payment in full after the completion of our services or offer alternate payment plans for customers to pay a certain amount for the completion of certain services within the applicable time period. We cannot assure you that we will not see concentration of accounts receivable from a small number of customers in the future. In such case, if any of these customers defaults on its payment obligations to us, we will not be able to recover the related accounts receivable, and our business, financial condition and results of operations may be materially and adversely affected.

We are exposed to risks related to concentration of suppliers as we rely on a few major suppliers, and such concentration may have a material adverse effect on our business and results of operations.

For the six months ended February 28, 2026 and 2025, a significant portion of our purchases was from two and five suppliers, respectively, representing approximately 61% and 89% of our total purchases, respectively. For the years ended August 31, 2025 and 2024 and the six months ended February 28, 2026 and 2025, a significant portion of our purchase was from four, one, two and five supplier(s), representing approximately 84%, 82%, 61% and 89% of our total purchase, respectively. The Company does not maintain any long-term exclusive arrangements or commitments with these vendors and has the flexibility to replace or engage alternative suppliers without material disruption to operations. Comparable service providers are available in Malaysia and the broader Southeast Asian region, which reduces the risk of any single-supplier dependency. If our suppliers cease allowing us to make purchases, we may not be able to find a different supplier on commercially reasonable terms or on a timely basis. Due to the concentration of our purchases in a few suppliers, any interruption of the operations of our suppliers, any failure of our suppliers to accommodate our growing business scale, any termination or suspension of our supply arrangements, any change in cooperation terms, or the deterioration of cooperative relationships with these suppliers may materially and adversely affect our results of operations. We cannot assure you that we would be able to find replacement suppliers on commercially reasonable terms or on a timely basis.

We are dependent on our directors and business unit heads for continued success and growth of our business.

Since inception, our success has been attributed to the experience, industry knowledge and network, and skills of our directors and business unit heads. Our growth and future success will continue to be dependent on the continuous contribution from our directors for their leadership in setting the strategic direction and driving our business development. Additionally, we attribute our continuous success to the abilities, skills, experience and efforts of our directors for their assistance in implementing operational strategies and policies, and in building a strong team of business unit heads to drive sustained success and growth of our business.

As such, the loss of any of our directors and business unit heads simultaneously or within a short period, and the inability to replace or attract suitable talents in a timely manner, may create an unfavorable impact on our operations and the future growth of our business, which may eventually have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We are affected by the availability of suitable talent in the market.

Successful hires for our data engineering team are subject to the suitability and availability of relevant talent in the market that matches our requirements. We require our data engineers to possess certain fundamental skill sets. In our industry, these technical skill sets may be difficult to source. For example, talents that are equipped with specific technical knowledge may not be available in the market at competitive salary rates at our time of hiring. If we are unable to source for suitable talents that meet our requirements in a timely manner and in sufficient numbers, we may be unable to deliver projects that require these talents or it may limit the scope and number of projects for which we can secure, which may negatively affect our financial performance.

Although, since the commencement of our business and up to the date of this prospectus, we have not encountered any difficulties in hiring suitable talents that limited our ability to deliver projects secured, or to secure projects from customers, there is no assurance that we will always be able to hire such suitable talents in the future whenever required, failing of which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We may fail to maintain and grow our customer base or keep our customers engaged through our services.

Our business growth depends significantly on our ability to retain existing customers and attract new clients to our technology consulting and analytics services. To sustain and expand our market presence, we must consistently maintain our current levels of client service. If we fail to deliver consistent service quality, customer satisfaction may decline, leading to attrition or reduced adoption rates. The data consulting industry is highly competitive, with rapidly changing technology trends and customer expectations. If we do not anticipate market shifts, innovate our service offerings, or enhance user experience, our customer growth may stagnate or even decline.

Additionally, the success of our services is subject to macroeconomic conditions, regulatory developments, and technology execution. There is no guarantee that newly launched services will gain immediate traction or retain long-term demand. Talent availability, regulatory fragmentation across South East Asia, project-specific execution risks, or failure to meet performance benchmarks could damage our reputation, driving customers to competitors offering perceived better solutions.

Hence, it is imperative that we maintain our service standards, invest in infrastructure, continue to focus on innovation and engage our customers. Failure to execute these strategies effectively could result in slower growth, revenue decline, or loss of market share in the competitive data consulting industry.

We may face increasing competition which may affect our ability to retain existing customers or expand existing customer usage of our solutions.

The data consulting services markets in which we compete are highly competitive, rapidly evolving, and fragmented, with both local and global players vying for market share. We face competition from regional and local technology providers such as ADA, an Axiata-affiliated data and marketing analytics company, and regional systems integrators including NCS and FPT Software; from global consulting and technology firms as we expand regionally; and from cloud ecosystem partners and hyperscalers’ service networks which deliver analytics and AI consulting linked to their platforms, such as AWS, Google Cloud, and Microsoft Azure which are supported by ongoing investment in Malaysian and regional infrastructure. This competition could result in price erosion reducing our profit margins. higher customer acquisition costs due to aggressive marketing by rivals, and loss of market share if competitors offer superior technology, scalability, or bundled services.

We may not be eligible to enjoy tax incentives under our Malaysia Digital status

Our Malaysian subsidiary has been granted with Multimedia Super Corridor (“MSC”) Malaysia Status (now known as Malaysia Digital (“MD”) status) by the Malaysian Digital Economy Corporation (“MDEC”). The MD status is a new outcome-based tax incentive scheme available to eligible companies undertaking activity utilizing any of the promoted technology enablers. Under this scheme, our Malaysian subsidiary is eligible for income tax exemption in respect of the statutory income derived from its core income generating activity i.e. big data analytical, for a period of five years commencing from April 2, 2024 to April 1, 2029.

The continued enjoyment of such incentives is subject to on-going compliance with the conditions imposed by the MDEC and the relevant authorities. There can be no assurance that our Malaysian subsidiary will continue to satisfy all applicable conditions throughout the incentive period or that the MD status will be renewed or maintained upon expiry. Any non-compliance with the relevant conditions or failure to obtain renewal of the MD status may result in the withdrawal of such tax incentives, which could adversely affect our net profitability and financial position.

Our competitors may have longer-term and more extensive relationships with potential customers that provide them with an advantage that we may be unable to overcome. Further, to the extent that one of our competitors establishes or strengthens a cooperative relationship with, or acquires, one or more software application, data analytics, compliance, or network vendors, it could adversely affect our ability to compete.

We may also face competition from companies entering our market. Many existing and potential competitors enjoy substantial competitive advantages, such as:

These competitive pressures in our markets or our failure to compete effectively may result in declining customer retention, especially if competitors provide better uptime, security, or support, slower revenue growth due to pricing wars or customer migration, and inability to penetrate new markets against entrenched players. Any failure to meet and address these factors could materially and adversely affect our business, operating results, and financial condition.

Hence, it is important for us to remain competitive to maintain a flexible and agile delivery model that can adapt to clients’ requirements, to tailor solutions for each engagement, and to invest internal capabilities, such as training, methodologies, security practices, to deliver quality outcomes.

We may not accurately predict the adoption of our solutions, or any resulting impact on our revenues or operating results.

As the markets for our data solutions develop, or as new or existing competitors introduce new solutions or services that compete with ours, we may experience pricing pressure and be unable to renew our agreements with existing customers or we may be unable to attract new customers at fee levels that are consistent with our pricing models and operating budget. Moreover, large or influential customers may demand more favorable pricing or other contract terms from us. As a result, we may in the future be required to change our pricing model, reduce our prices or accept other unfavorable contract terms, any of which could adversely affect our revenues, gross margin, profitability, financial position, and/or cash flow. Our pricing strategy for new solutions we introduce may prove to be unappealing to our potential customers and our competitors could choose to bundle certain solutions and services competitive with ours. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could harm our business, operating results, and growth prospects.

We may not be successful in effectively promoting our brand, and any negative publicity may harm our brands and the specific services we provide.

Our brand and services have gained recognition among the industry. Promoting them and enhancing their recognition is an integral part of our growth strategies. However, we may not be able to effectively promote or develop them and, if we fail to do so, our growth may be adversely affected. In addition, any negative publicity or dispute in relation to us regarding our brand and services, company or management, regardless of their veracity, could harm the image of our brand and the services we provide, which in turn may reduce the number of customers and users of our services. Any impact on our ability to effectively promote our brand and any significant damage to the public perception of our brand or our services could materially and adversely affect our prospects and results of operations.

We may incur net losses and net operating cash outflows in the future.

We did not incur net losses in the last two fiscal years. For the fiscal years ended August 31, 2025 and 2024, we recorded a net income of USD 1,518,192 and USD 89,613, respectively, from our operating activities. We cannot assure you that we will be able to generate net profits or positive operating cash flows in the future. Our ability to achieve and maintain profitability depends in large part on our ability to expand our user base, improve monetization, and manage our costs and expenses. Our profitability is affected by various factors beyond our control, such as the regulatory environment, the macroeconomic condition, and competitive dynamics in the industry. Accordingly, you should not rely on our financial results of any prior period as an indication of our future performance.

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

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

We may need additional capital but may not be able to obtain it on favorable terms or at all.

We may require additional cash resources due to future growth and development of our business, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including our future financial condition, results of operations, cash flows, share price performance, and liquidity of international capital and lending markets. In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse effect on our business, financial condition and results of operations. Moreover, any issuance of equity or equity-linked securities could result in significant dilution to our existing shareholders.

We do not maintain insurance coverage

We do not have insurance policies in place. Therefore, all of our losses in all events may not be sufficiently covered. The occurrence of certain incidents, including fraud, confiscation by investigating authorities or misconduct committed by our employees or third-parties, severe weather conditions, war, flooding and power outages would not be covered. Since our losses are not covered by our insurance policies, we may be liable to bear such losses. In such circumstances, our business, financial condition, results of operations and prospects may be materially and adversely affected.

If we or our third-party vendors with whom we work with sustain a cyberattack or suffer private or data security breaches that disrupt our information systems or operations or result in the dissemination of sensitive personal data or confidential information, we could suffer increased costs, exposure to significant liability, adverse regulatory consequences, reputational harm, loss of business, and other serious negative consequences.

As part of our normal operations, we routinely collect, process, store, and transmit large amounts of data, which we may share with our third-party vendors. This potentially includes personal data, as well as proprietary or confidential information relating to our business or customers.

Although we have and will continue to develop systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively responding to known and potential risks, there can be no assurance that these security measures will provide absolute security or successfully prevent breaches or attacks. We may experience in the future, cyberattack attempts on our systems. To date, none of these attempts have been successful. Certain threat actors may be supported by significant financial and technological resources, making them increasingly difficult to detect. As a result, the costs and resources devoted to protecting against these advanced threats and their consequences may continue to increase over time.

Our systems, or those of our third-party vendors, are subject to a growing number of threats from computer programmers, hackers, and other adversaries that may be able to penetrate our network security and misappropriate our confidential information or that of third-parties, create system disruptions, or cause damage, security issues, or shutdowns. As the techniques used to circumvent, gain access to, or sabotage security systems can be highly sophisticated and change frequently, they may not be recognized until launched against a target, and may originate from less regulated and remote areas around the world. We may be unable to anticipate these techniques or implement adequate preventive measures, resulting in potential data loss and damage to our systems.

Our systems are also subject to compromise from internal threats such as improper action by employees, including malicious insiders, or by vendors, counterparties, and other third-parties with otherwise legitimate access to our systems. Our policies, employee training, procedures, and technical safeguards may not prevent all improper access to our network or proprietary or confidential information by employees, vendors, counterparties or other third-parties.

Any compromise or perceived compromise of the security of our systems or the systems of one or more of our vendors or service providers could damage our reputation and brand, cause the termination of relationships with our customers, result in disruption or interruption to our business operations, marketing partners and carriers, reduce demand for our services, result in improper disclosure of data and violations of applicable privacy and other laws, cause us to incur significant remediation costs and liquidated damages, and divert the attention of management from the operation of our business, and subject us to significant liability and expense, as well as regulation action fines, penalties and lawsuits, which would harm our business, operating results and financial condition.

We are exposed to credit risk, late and default payments by customers.

We generally grant our customers credit periods of 30 days upon issuance of invoices issued either at project milestones or completion, depending on the project type. In the event that payment is not received within the credit period or there is late or default in payment by our customers, our operating cash flows or financial results of operations may be adversely affected. In the event that there is any default or delay in the collection of payment, it will lead to impairment losses on trade receivables and/or bad debts which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our deliverables are exposed to unexpected delays, interruptions or contract termination caused by operational factors, accidents and natural disasters beyond our control.

Our project deliverables are subject to unexpected delays, interruptions or contract termination caused by factors beyond our control. For example, our customers may delay the completion of projects due to unforeseen circumstances, such as unexpected difficulties in accessing our customers’ IT infrastructure due to sudden breakdowns or unscheduled system maintenance, or resignation of key project personnel. Our customers may also terminate our contracts due to various reasons such as budget constraint or change of business decision.

If there are any delays caused by our customers which result in delays in our timing of project delivery, our financial performance will be affected. We are therefore dependent on the availability and cooperation of our customers to minimize delays in our deliverables.

Other unexpected events such as accidents and natural disasters may also cause temporary disruptions to our projects. Although, since the commencement of our business and up to the date of this prospectus, we have not encountered any delays or interruptions caused by operational factors, accidents and natural disasters beyond our control which adversely affected our financial performance and business operations, there is no assurance that such delays or interruptions caused by operational factors, accidents and natural disasters beyond our control will not happen in the future, of which it may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We face risks related to natural disasters, health epidemics, macroeconomic factors and other uncontrollable events, which could significantly disrupt our operations.

Our business may be adversely affected by instability, disruption or destruction in the geographic region of Malaysia regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, flood, fire, earthquake, storm or pandemic events and spread of disease such as severe acute respiratory syndrome (SARS), H5N1 avian flu, Influenza A (H1N1), MERS, Ebola, COVID-19 and Mpox (formerly known as monkeypox), although we have not experienced any material interruptions to our business operations arising from the above. Such events may cause our customers to suspend their decisions on purchasing our services, as well as give rise to sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our personnel, physical facilities, and operations, which could materially adversely affect our financial results.

Any significant disruption to transportation and travel, including travel restrictions and other potential protective quarantine measures by governmental agencies, may increase operational difficulties and could make it impossible for us to conduct on-site work for our customers. Furthermore, travel restrictions and protective measures could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain highly skilled personnel we need for our operations, all of which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our business may also be affected by macroeconomic factors, such as general economic conditions, level and volatility of economic growth, inflation, exchange rates, market sentiment and consumer confidence in the jurisdictions we operate in, trade tensions, social and political unrest, and regulatory, fiscal and other governmental policies, all of which are beyond our control. In particular, we are exposed to the risks of global trade wars and tariffs, which could disrupt the international trade flows and supply chains that are essential for our operations. Trade wars and tariffs could result in higher costs, lower demand, reduced market access, increased uncertainty, and retaliatory measures for products and services in various countries. Moreover, trade wars and tariffs could trigger or exacerbate geopolitical tensions, social unrest, and protectionist policies that could further undermine the stability and predictability of the global economic and regulatory environment. We cannot predict the outcome or duration of these trade conflicts or their impact on our business, financial condition, results of operations and/or prospects, which could be material and adverse.

Given the uncertainties as to the future economic outlook, there is no assurance that we will be able to maintain or continue to grow our revenue and profits, or that we will be able to react promptly to any change in economic conditions. In the event that we fail to react promptly to the changing economic conditions, our business, prospects and financial position could be adversely affected.

We face risks of not adapting quickly to the latest technological developments.

The data solutions industry undergoes continuous and rapid technological developments, with increasing levels of complexity. These developments require the adoption of advanced solutions to digitalize business operations and process sensitive data for our customers. Our customers’ needs for advanced and secure data solutions may necessitate the implementation of cutting-edge digitalization technologies and practices.

Our ability to adapt to these changes and to remain technologically relevant will determine the sustainability of our business. There is no assurance that we will have sufficient resources to successfully and accurately anticipate technological changes and market trends, as well as the ability to adopt these latest digitalization technologies for the development of our data solutions on a timely and cost-effective manner, all of which may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We are exposed to risks relating to the economic, political, legal and regulatory environments in Malaysia.

We operate in Malaysia. Our business, financial condition, results of operations, cash flows and prospects may be affected by any adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments that are beyond our control in Malaysia. These risks include unfavorable changes in political conditions, economic conditions, interest rates, government policies and regulations, import and export restrictions, duties and tariffs, civil unrest, methods of taxation, inflation and foreign exchange controls.

Any changes to the economic, political, legal and regulatory environments in Malaysia may cause disruptions in our delivery schedules, which may consequently cause a decline in our revenue or demand for our services. Such events may have a material adverse impact on our business and financial performance. Although, since the commencement of our business and up to the date of this prospectus, we have not experienced any disruptions in our project delivery schedules arising from adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments in Malaysia, there is no assurance that we will not experience any disruptions in our project delivery schedules arising from adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments in Malaysia in the future, which may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

If we pursue strategic acquisitions or joint ventures, we may be unable to successfully consummate favorable transactions or successfully integrate acquired businesses.

From time to time, we may evaluate potential acquisitions or joint ventures that would further advance our strategic objectives. However, we may be unable to identify suitable target assets or companies, consummate a transaction on terms that are favorable to us, or achieve the anticipated synergies, expected returns and other benefits as a result of integration challenges or anti-monopoly regulations. Companies or operations acquired by us, or joint ventures created by us may not be profitable or may not achieve sales levels and profitability that justify the investments made. Our corporate development activities may entail financial and operational risks, including diversion of management attention from its existing core businesses, difficulty in integrating or separating personnel, financial, information technology and other systems, difficulty in retaining key employees, and negative impacts on existing business relationships with suppliers and customers. Future acquisitions could also result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and increased operating expenses, all of which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

We intend to utilize a portion of the net proceeds from this Offering for business expansion but may face problems in the implementation of such expansion plans and the actual capital expenditure necessary for such expansion may significantly exceed our budgets or we may be unable to maximize returns from the capital expenditure.

We intend to utilize a portion of the net proceeds from this Offering for business expansion by investing in the research and development (“R&D”) of proprietary artificial intelligence (“AI”) solutions. Our objective is to scale our business by developing a product-based offering that can generate recurring revenues, similar to enterprise resource planning (“ERP”) or other platform-based solutions in the market, rather than relying solely on bespoke project-by-project engagements. While we believe that such R&D initiatives are critical to strengthening our long-term competitiveness and market position, they are subject to significant risks and uncertainties.

The development of new AI products may involve higher-than-expected costs, longer development cycles, technical challenges, delays, and the risk that the resulting product may not meet customer needs or achieve market adoption. In addition, as of the date of this prospectus, we do not have a finalized development roadmap or a launched product, and there can be no assurance that our R&D efforts will result in commercially viable offerings. Furthermore, competing technologies or market preferences may evolve rapidly, which could render our solutions less competitive or obsolete.

If our actual R&D expenditure significantly exceeds our budgets and we do not have sufficient resources (including the net proceeds from this Offering) to fund such activities, we may be required to seek additional financing at higher costs, delay our development efforts, or reduce the scope of our product strategy. Even if we are successful in completing development, there can be no assurance that we will be able to achieve expected returns or maximize the profitability of our investments. Any failure to successfully implement our R&D and product expansion strategy could materially and adversely affect our growth, business, financial condition, results of operations, cash flows, and prospects.

If we are unable to raise additional capital, our business prospects could be adversely affected.

We intend to fund our expansion plans through our cash on hand, cash flow from operations and the net proceeds from this Offering. We will continue to incur significant expenditures to maintain and grow our existing business. There is no assurance that we will have sufficient capital resources for our current operations or any future expansion plans that we may have. While we expect our cash on hand and cash flow from operations to be adequate to fund our existing commitments, our ability to incur any future borrowings is dependent on the success of our operations. Additionally, the inability to obtain sufficient financing could adversely affect our ability to complete expansion plans. Our ability to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from banks, investor confidence, the continued success of our operations and other laws that are conducive to our raising capital in this manner. If we decide to meet our capital requirements through debt financing, we may be subject to certain restrictive covenants. If we are unable to raise adequate capital in a timely manner and on acceptable terms, or at all, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our business, operations, and financial performance.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our operations, supply chain, and the demand for our services.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on our businesses. In particular, retaliatory tariffs could have a significant negative impact on our business that rely on imports from and exports to the United States, These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the availability and cost of materials, disrupt our supply chain, reduce demand for our services, and lead to increased costs, which may not be passed on to customers. Among other things, the impact of tariffs and other trade policy changes may render historical financial performance of our business or industry less relevant as a basis for predicting future performance.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes, which could lead to material adverse effects on our operations, financial condition, or results. Any such developments could also cause the market value of our securities to decline.

The wars in Ukraine and in the Middle East may materially and adversely affect our business and results of operations.

The outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business. As of the date of this prospectus, to the best knowledge of the Company, we and our Malaysia subsidiaries (i) do not have any direct business or contracts with any Russian or Ukraine entity as a supplier or customer, (ii) do not have any knowledge whether any our customers or suppliers have any direct business or contracts with any Russian entity, (iii) our business segments, lines of service, projects, or operations are not materially impacted by supply chain disruptions by the war in Ukraine, and (iv) have not been financially affected by the war in Ukraine. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations, and prospects.

We do not anticipate any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine, and we have not taken any actions to mitigate such potential risks. Our board of directors will continue to monitor any potential risks that might arise due to the war in Ukraine which are specific to the Company, including but not limited to risks related to cybersecurity, sanctions, and supply chain, suppliers, or service providers in affected regions as well as risks connected with ongoing or halted operations or investments in affected regions.

Similarly, the war in Gaza is unpredictable and may expand into a regional or even possibly a global conflict. To date, this newest chapter in the long Middle East conflict has not resulted in any material adverse impact on the Company, but a prolonged conflict and/or significant escalation of hostilities would likely cause disruption in international relations and global trade, which in turn would likely adversely affect our business and the price of our Shares.

Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of this Offering, we were a private company mainly operating our businesses in Malaysia. As a result of this Offering, our Company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

Some of our officers and directors presently have additional interest or affiliation with other businesses, and accordingly, may have conflicts of interest in their determination as to how much time to devote to our affairs.

Some of our officers and directors, such as Mr. Chen Xiang Foong, our Chief Financial Officer, may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to conduct our business.

Risks Related to Doing Business in Malaysia

Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, political instability due to changes in political leadership, new government policies or change in Malaysia governmental policies, the risks of war, terrorism, nationalism, economic downturn, corruption culture, nullification of contracts, changes in interest and currency exchange rates, imposition of capital controls and methods of taxation. The occurrence of any of these events in Malaysia could adversely affect our business sentiment and consumer confidence, leading to reduced business and consumer spending, which lead our existing and prospective customer to delay, or abandon their plan to subscribe to our offerings.

Negative developments in Malaysia’s socio-political environment and several high profile corruption, money laundering and abuse of powers prosecution under, among others, the Malaysian Anti-Corruption Commission Act 2009, the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLATA”) and the Penal Code of Malaysia, may adversely affect our business, financial condition, results of operations and prospects. Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty.

We are subject to foreign exchange policies in Malaysia.

The ability of our subsidiary to pay dividends or make other payments to us may be restricted by the foreign exchange policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current foreign exchange policies issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiary in Malaysia or in such other countries. Since our Company is a holding company and will rely principally on dividends and other payments from our subsidiary for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.

Economic, market and political developments in the countries where we operate could have a material and adverse effect on our business.

As with all organizations that seek to reduce business risks via geographical expansion, the economic, market and political conditions in other countries, particularly emerging market conditions in Southeast Asia, could have an influence on our business. Any widespread global financial instability or a significant loss of investor confidence in emerging market economies may materially and adversely affect our business, financial condition, results of operations, prospects or reputation.

Examples of such external factors or conditions that are outside our control include, but are not limited to the following:

For example, the global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went into recession. The recovery from the lows of 2008 and 2009 was uneven and the global economy has continued to face new challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States. For example, in 2013, the Federal Reserve Bank in the United States announced the tapering of its bond-buying program which led to a high degree of volatility in equity markets and substantial devaluations in the currencies of many emerging economies, including markets where we operate. Economic conditions in the countries where we operate might be sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in emerging markets. We are witnessing the adverse impact on the purchasing power of consumers in Malaysia, where our products are mainly sold, as a direct result of these worldwide developments.

We may be exposed to liabilities under applicable anti-corruption laws and any determination that we violated these laws could have a materially adverse effect on our business.

We are subject to various anti-corruption laws, including the Malaysian Anti-Corruption Commission Act 2009, AMLATA and the Penal Code of Malaysia, that prohibit companies and their agents from making improper payments or offers of payments for the purpose of obtaining or retaining business. We may conduct business in countries and regions that are generally recognized as potentially more corrupt business environments. Activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of various anti-corruption laws. We have implemented safeguards and policies to discourage these practices by our employees and agents but we cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees or agents. If our employees or agents violate our policies or we fail to maintain adequate record keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. Violations of the Malaysian Anti-Corruption Commission Act 2009, AMLATA, the Penal Code of Malaysia or other anti-corruption laws, or allegations of any such acts, could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions. Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and non-monetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, combined financial condition and results of operations.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of our securities

Our operating subsidiary conducts a significant portion of its business in currency   other than US dollars, while our consolidated financial statements are presented in US dollars. As a result, we are exposed to fluctuations in currency exchange rates. As exchange rates fluctuate, our revenue, cost of raw materials, depreciation and amortization, operating expenses, other income and expenses, as well as assets and liabilities denominated in foreign currencies, may vary materially when translated into US dollars for reporting purposes, which may in turn affect our overall financial results. We have not entered into any hedging arrangements or derivative transactions to mitigate our exposure to foreign exchange risk. Although such foreign exchange risks have not been material to our financial condition or results of operations to date, there can be no assurance that they will remain immaterial in future.

We are subject to work variations due to changes in laws and regulations in Malaysia.

Our operations in Malaysia are subject to the regulatory environment. The regulatory landscape in Malaysia is subject to change. Alterations in laws, regulations, or government policies can impact various aspects of our subscription offerings, including licensing requirements, environmental standards, safety protocols, and other compliance measures. Such changes may necessitate modifications to ongoing subscription offerings, potentially leading to delays, increased costs, or adjustments in subscription offerings.

In addition, our contractual agreements entered in our ordinary course of business are often structured based on existing legal frameworks. Changes in laws may trigger variations in contract terms, specifications, or requirements, potentially leading to negotiations with suppliers, customers or other stakeholders. Such variations could adversely affect our business, combined financial condition and results of operations.

Risks Related to Our Class A Ordinary Shares

An active trading market for our Class A Ordinary Shares may not develop and could affect the trading price of our Ordinary Shares.

Prior to this Offering, there was no public market for our Class A Ordinary Shares. Although an application has been made to Nasdaq Capital Market for the listing and quotation of our Ordinary Shares, there can be no assurance that there will be an active, liquid public market for our Class A Ordinary Shares after the Offering. The lack of an active market may impair your ability to sell your Class A Ordinary Shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your Class A Ordinary Shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling Class A Ordinary Shares and may impair our ability to acquire other companies or technologies by using our Class A Ordinary Shares as consideration. The initial public offering price was determined by negotiations between us and the Underwriters and may not be indicative of the future prices of our Class A Ordinary Shares.

Our Class A Ordinary Shares price may never trade at or above the price in this Offering.

Stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Ordinary Shares shortly following this Offering. If the market price of our Class A Ordinary Shares after this Offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

The Offering Price for our Class A Ordinary Shares may not reflect their actual value.

The Offering Price for our Class A Ordinary Shares is and will be determined through negotiations between us and the Underwriters. The price of our Class A Ordinary Shares may not be indicative of their actual value or any future market price for our securities. This price may not accurately reflect the value of the Class A Ordinary Shares or the value that potential investors will realize upon their disposition of Class A Ordinary Shares. The price does not necessarily bear any relationship to our assets, earnings, book value per Ordinary Share or other generally accepted criteria of value.

Our share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us.

There is no assurance that the market price for our Class A Ordinary Shares will not decline below the Offering Price. The Offering Price was determined after consultation between our Company and the Underwriters, after taking into consideration, among others, market conditions and estimated market demand for our Class A Ordinary Shares. The Offering Price may not necessarily be indicative of the market price for our Class A Ordinary Shares after the completion of this Offering. Investors may not be able to sell their Class A Ordinary Shares at or above the Offering Price. The prices at which our Class A Ordinary Shares will trade after this Offering may fluctuate significantly and rapidly as a result of, among others, the following factors, some of which are beyond our control:

There is no guarantee that our Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

In addition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices of securities. These fluctuations often have been unrelated or disproportionate to the operating performance of publicly-traded companies. In the past, following periods of volatility in the market price of a particular company’s securities, an investor may lose all or part of his or her investment, and litigation has sometimes been brought against that company. If similar litigation is instituted against us, it could result in substantial costs and divert our senior management’s attention and resources from our core business.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Ordinary Shares.

In addition to the risks addressed above headed “— Our share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us,” our Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our Class A Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Class A Ordinary Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Class A Ordinary Shares. In addition, investors of our Class A Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary Shares declines after this Offering or if such investors purchase shares of our Class A Ordinary Shares prior to any price decline.

Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Class A Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and understand the value thereof.

Investors in our Class A Ordinary Shares likely will face immediate and substantial dilution in the net tangible book value per share and may experience future dilution.

The Offering Price is likely to substantially higher than our Group’s current net tangible book value per share. If we were liquidated immediately following this Offering, each investor subscribing for this Offering would receive less than the price they paid for their Class A Ordinary Shares. Please refer to the section titled “Dilution” of this prospectus for more information.

We may have conflicts of interest with our Controlling Shareholder and, because of our Controlling Shareholder’s significant ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.

Immediately upon the completion of this Offering, our Controlling Shareholder will beneficially own approximately 59.33% of our outstanding Shares, representing approximately 82.06% of our total voting power in the aggregate, assuming the Underwriters do not exercise their option to purchase additional Class A Ordinary Shares. Accordingly, our Controlling Shareholder will continue to be our controlling shareholder immediately upon the completion of this Offering and may have significant influence in determining the outcome of any corporate actions or other matters that require shareholder approval, such as mergers, consolidations, change of our name, and amendments of our memorandum and articles of association.

The concentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of our Class A Ordinary Shares in this Offering and may prevent us from doing transactions that would be beneficial to you. Conflicts of interest may arise between our Controlling Shareholder or any of its controlling shareholders and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include the following:

We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Following this Offering, our Controlling Shareholder will continue to own more than a majority of the voting power of our outstanding Class A Ordinary Shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company”, we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a “controlled company” and during any transition period following a time when we are no longer a “controlled company”, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our Class A Ordinary Shares may trade under $4.00 per share and thus would be known as “penny stock”. Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Class A Ordinary Shares.

Our Class A Ordinary Shares may trade below $4.00 per share. As a result, our Class A Ordinary Shares would be known as “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $4.00 per share, subject to certain exceptions. Depending on market fluctuations, our Class A Ordinary Shares could be considered to be “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our Class A Ordinary Shares, and may negatively affect the ability of holders of our Class A Ordinary Shares to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks generally do not have a very high trading volume. Consequently, the price of the shares is often volatile and you may not be able to buy or sell your shares when you want to.

We may require additional funding in the form of equity or debt for our future growth which will cause dilution in Shareholders’ equity interest.

We may pursue opportunities to grow our business through joint ventures, strategic alliance, acquisitions or investment opportunities, following this Offering. However, there can be no assurance that we will be able to obtain additional funding on terms that are acceptable to us or at all. If we are unable to do so, our future plans and growth may be adversely affected.

An issue of Class A Ordinary Shares or other securities to raise funds will dilute Shareholders’ equity interests and may, in the case of a rights issue, require additional investments by Shareholders. Further, an issue of Class A Ordinary Shares below the then prevailing market price will also affect the value of the Class A Ordinary Shares then held by investors.

Dilution in Shareholders’ equity interests may occur even if the issue of shares is at a premium to the market price. In addition, any additional debt funding may restrict our freedom to operate our business as it may have conditions that:

Volatility or uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to be more expensive in the future. As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and reducing our financial flexibility if we take on additional debt financing.

Investors may not be able to participate in future issues or certain other equity issues of our Class A Ordinary Shares.

In the event that we issue new Class A Ordinary Shares, we will be under no obligation to offer those Class A Ordinary Shares to our existing Shareholders at the time of issue, except where we elect to conduct a rights issue. However, in electing to conduct a rights issue or certain other equity issues, we will have the discretion and may also be subject to certain regulations as to the procedures to be followed in making such rights available to Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available to them. In addition, we may not offer such rights to our existing Shareholders having an address in jurisdictions outside of Malaysia.

Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and may experience dilution in their shareholdings as a result.

We have no immediate plans to pay dividends.

We plan to reinvest all of our future earnings, to the extent we have earnings, in order to expand our product and services offerings and to cover operating costs and capital needs, and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. As we are a company with a limited operating history, we may not be able to generate, at any time, sufficient surplus cash that would be available for distribution to the holders of our Shares as a dividend. Therefore, you should not expect to receive immediate cash dividends on the Shares we are offering. Consequently, investors may need to rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. In addition, the laws of the Cayman Islands impose restrictions on our ability to declare and pay dividends.

If we fail to meet applicable listing requirements, including those under Nasdaq’s recently proposed rule changes, Nasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.

Assuming our Class A Ordinary Shares are listed on Nasdaq on the closing of the Offering, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Class A Ordinary Shares, we and our Shareholders could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Class A Ordinary Shares will be listed on Nasdaq, such securities will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

Recent proposals by Nasdaq to amend its listing standards may impose additional hurdles for companies to list on Nasdaq. These proposed changes include a heightened minimum initial public offering size of US$15 million and increased public float requirements for companies seeking to list on the Nasdaq Capital Market, among other measures aimed at enhancing investor protection and market stability. If implemented, these rules may significantly raise the threshold for initial and continued listing eligibility for issuers like us. If we fail to meet the revised listing requirements, we may be unable to list or maintain our listing on Nasdaq Capital Market, which could materially and adversely affect the liquidity, visibility, and overall marketability of our Class A Ordinary Shares.

We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, will significantly increase our costs as well as the time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will substantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming and costly. These new public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.

If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to timely produce accurate financial statements or comply with applicable regulations could be impaired.

The Sarbanes-Oxley Act requires, among other things, that public companies maintain effective internal disclosure controls and procedures over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we will file with the SEC will be recorded, processed, summarized, and reported within the time periods and as otherwise specified in SEC rules, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal Executive Officers and financial officers. We are also continuing to improve our internal controls over financial reporting.

Ensuring that we have effective disclosure controls and procedures and internal controls over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. Our internal controls over financial reporting will be a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Beginning with our second annual report on Form 20-F after we become a company whose securities are publicly listed in the United States, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to make a formal assessment of the effectiveness of our internal controls over financial reporting, and once we cease to be an emerging growth company, we will be required to include an attestation report on internal controls over financial reporting issued by our Independent Registered Public Accounting Firm. During our evaluation of our internal controls, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial reporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit our ability to accurately report our financial condition, or results of operations.

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our directors named in the prospectus based on foreign laws.

The Company is incorporated under the laws of the Cayman Islands and a majority of our directors and officers reside outside the United States. Moreover, many of these persons do not have significant assets in the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Malaysia, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

There is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers to impose liabilities 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 federal securities laws of the United States or the securities law of any state in the United States. Ogier, our counsel with respect to the laws of the Cayman Islands, has advised us 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 that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

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

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Cheah Teh Su, our counsel as to the laws of Malaysia, has advised us that there is uncertainty as to whether the courts of Malaysia would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Malaysia against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. It further advised us that that the enforcement of a foreign judgment in Malaysia could be effected through either statutory enforcement or the common law rule of enforcement. Under the Reciprocal Enforcement of Judgments Act 1958 of Malaysia (“REJA”), judgments given by superior courts of reciprocating countries, as listed in the First Schedule to the REJA are recognized and may be enforced directly or summarily by way of registration of the judgment provided that such judgments satisfy the requirements as specified under the REJA. Foreign judgments obtained in countries other than the countries listed in the First Schedule to REJA, have to be enforced through the common law rule. Although the United States is not a reciprocating country listed in the First Schedule to the REJA, a judgment pronounced in the United States may be enforced in Malaysia pursuant to common law principles provided that such foreign judgments must fulfil certain conditions which include, amongst others, (a) the judgment was not obtained by fraud; (b) the enforcement of the judgment would not be contrary to public policy in Malaysia; and (c) the original court granting the judgment had jurisdiction in the action. As a result, there is uncertainty as to the enforceability in Malaysia, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

The laws of the Cayman Islands relating to the protection of the interest of minority shareholders are different from those in the United States.

Our corporate affairs are governed by our memorandum and articles of association (as may be amended from time to time), by the Companies Act and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, action by minority shareholders and the fiduciary responsibilities 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 English common law, 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 responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our memorandum and articles of association that will continue to be effective upon closing of this Offering 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.

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

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

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company.

Upon the effectiveness of the registration statement of which this prospectus is a part, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, Directors and principal Shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Effective March 18, 2026, our executive officers and directors are required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. Our 10% shareholders who are not officers or directors, however, remain exempt from Section 16(a) reporting requirements. Therefore, our Shareholders may not know on a timely basis when such persons purchase or sell our Class A Ordinary Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until one hundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

If we lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain and maintain directors and officers liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors.

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

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, Directors, Executive Officers and Controlling Shareholder will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. Effective March 18, 2026, our executive officers and directors are required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. Our 10% shareholders who are not officers or directors, however, remain exempt from Section 16(a) reporting requirements. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

We do not expect to be subject to certain Nasdaq corporate governance rules applicable to U.S. listed companies.

As a foreign private issuer, we are entitled to rely on a provision in Nasdaq’s corporate governance rules that allows us to follow Cayman corporate law with regards to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.

In addition, our Audit Committee is not subject to additional Nasdaq requirements applicable to listed U.S. companies, including an affirmative determination that all members of the Audit Committee are “independent,” using more stringent criteria than those applicable to the Company under relevant SEC rules. Nasdaq’s corporate governance rules require listed U.S. companies to, among other things, seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares, which the Company is not required to follow as a foreign private issuer. However, following this Offering, we will voluntarily have a majority of independent directors and our Audit Committee will consist of three independent directors.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in the Ordinary Shares to significant adverse United States income tax consequences.

In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds” and in such order of priority as our management may determine in its discretion, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this Offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

We may regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely affect our business.

We face the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts of interest may exist between (i) our different businesses; (ii) us and our clients; (iii) our clients; (iv) us and our employees; (v) our clients and our employees, (vi) us and our Controlling Shareholder and their controlling entities, or (vii) our dealer-shareholders and our other shareholders. As we expand the scope of our business and our client base, it is critical for us to be able to timely address potential conflicts of interest, including situations where two or more interests within our businesses naturally exist but are in competition or conflict. We have put in place internal control and risk management procedures that are designed to identify and address conflicts of interest, including a procedure for presenting potential conflicts of interest to the Audit Committee of our Board of Directors. However, appropriately identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation and our clients’ confidence in us could be damaged if we fail, or appear to fail, to deal appropriately with one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including a reluctance of some potential clients and counterparties to do business with us. Any of the foregoing could materially and adversely affect our reputation, business, financial condition, and results of operations.

A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family or close friend(s) or business associate(s)) interferes, or even appears to interfere, with the interests of our company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family or a close friend(s) or business associate(s)) takes actions or has interests that may make it difficult to perform his or her work for our Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family or close friend(s) or business associate(s)) receives improper personal benefits as a result of his or her position in our Company.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from our Audit Committee. All other employees are required to approach our Chief Executive Officer or our Chief Financial Officer if they have any questions about reporting a suspected conflict of interest.

If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

Our dual-class voting structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our Class A Ordinary Shares.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our Class A Ordinary Shares may prevent the inclusion of our Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.

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

Upon completion of this Offering, we will have a dual class ordinary share structure. Our Ordinary Shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A and Class B Ordinary Shares will have the same rights, including dividend rights, except that holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share, and Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances.

Upon the completion of this Offering, the Controlling Shareholder will continue to beneficially own all of our Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately 6.67% of our total issued and outstanding share capital immediately after the completion of this Offering and approximately 58.82% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this Offering due to the disparate voting powers associated with our dual-class share structure, assuming the Underwriter does not exercise the over-allotment option. As a result of the dual-class share structure and the concentration of ownership, holder of Class B Ordinary Shares, our Controlling Shareholder will have the ability to control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets, and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of our Class A Ordinary Shares.

Transfers of our Class B Ordinary Shares could result in a change of control without a premium being paid to holders of our Class A Ordinary Shares.

Our Class B Ordinary Shares have twenty (20) votes per share and are held by our Controlling Shareholder and its ultimate beneficial owners. Due to the disproportionate voting rights attached to the Class B Ordinary Shares, holders of such shares have the ability to control the outcome of matters requiring shareholders’ approval.

Subject to the terms of our Articles and applicable law, the holders of our Class B Ordinary Shares may transfer, sell or otherwise dispose of their Class B Ordinary Shares, including in transactions that result in a change of control of our company. Such a transaction could be effected without requiring the purchaser to make an offer to acquire the Class A Ordinary Shares, and without the payment of any control premium to holders of our Class A Ordinary Shares.

As a result, a person or group could obtain control of our Company by acquiring the Class B Ordinary Shares without providing holders of our Class A Ordinary Shares with the opportunity to receive a premium for their shares or to participate in such transaction. This may adversely affect the market price of our Class A Ordinary Shares and could result in holders of our Class A Ordinary Shares not realizing any value from a change of control that may otherwise have been available if such holders had equal voting rights or appraisal or tag-along rights.

Our Controlling Shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

Immediately upon completion of the offering, WLG Holdings Sdn. Bhd., our Controlling Shareholder, will own 15,800,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, being approximately 59.33% of our total and issued outstanding Ordinary Shares, representing approximately 82.06% of our total voting power (or approximately 57.89% of our total and issued outstanding Shares, representing approximately 81.16% of our total voting, if the underwriters option to purchase additional Class A Ordinary Shares is exercised in full). WLG Holdings Sdn. Bhd. is owned as to 50% each by Mr. Chu Hoon Weng, our Director and Chief Executive Officer, and Mr. Lim Seow Leong, our Director and Chief Technology Officer.

Accordingly, WLG Holdings Sdn. Bhd., or Mr. Chu or Mr. Lim through WLG Holdings Sdn. Bhd., could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. Without the consent of the Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our Class A Ordinary Shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholder”.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately $19.7 million, after deducting underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us. These estimates are based upon an assumed Offering Price of $4.5 per share, the midpoint of the estimated range of the Offering Price shown on the front cover of this prospectus.

We intend to use the proceeds from this Offering in the following order of priority:

To the extent that our actual net proceeds are not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management will have significant flexibility in applying and discretion to apply the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

DIVIDEND POLICY

We have no formal dividend policy. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our Shares is limited by various factors such as our future financial performance and bank covenants. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in current and future agreements governing our and our subsidiary’s indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business.

CAPITALIZATION

The following tables set forth our capitalization as of August 31, 2025:

You should read the tables together with our combined financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DILUTION

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

Net tangible book value represents the amount of our total assets, excluding goodwill and other intangible assets, less our total liabilities. Our net tangible book value as of February 28, 2026 was US$1,710,630, or US$0.07 per ordinary share.

After giving effect to the issuance and sale of 5,000,000 Class A Ordinary Shares in this Offering at an assumed Offering Price of US$4.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of February 28, 2026 would have been $0.71 per outstanding ordinary share. This represents an immediate increase in net tangible book value of $0.64 to existing shareholders and an immediate dilution in net tangible book value of $3.79 per ordinary share to investors purchasing Class A Ordinary Shares in this Offering. The following table illustrates such dilution:

The following table summarizes, on a pro forma as adjusted basis as of February 28, 2026, the total number of Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an assumed Offering Price of $4.5 per Class A Ordinary Share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Class A Ordinary Shares purchased in this Offering and excludes underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us.

The dilution information in this section is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this Offering is subject to adjustment based on the actual Offering Price of our Class A Ordinary Shares and other terms of this Offering determined at pricing.

SELECTED FINANCIAL AND OPERATING DATA

We have historically conducted our business through our operating subsidiary in Malaysia, and therefore our historical consolidated financial statements present the results of operations of our operating subsidiary in Malaysia. In advanced of the listing, we engaged in the Reorganization. Following the Reorganization, our financial statements presents the results of operations of 3Knights Dynamics Group Limited, the issuer in this Offering, and its consolidated subsidiary. 3Knights Dynamics Group Limited’s financial statements is the same as our operating subsidiary’s financial statements, as adjusted for the Reorganization. The Reorganization is reflected retroactively in our operating subsidiary’s financial statements. See “Our Corporate Structure and History.”

The following selected consolidated balance sheet data as of August 31, 2025 and 2024 and February 28, 2026, and selected consolidated statements of operations data for the years ended August 31, 2025 and 2024 and for the six months ended February 28, 2026, have been derived from our audited financial statements included elsewhere in this prospectus. Our combined financial statements are prepared and presented in accordance with IFRS. You should read this “Selected Financial and Operating Data” section together with our combined financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus.

Fiscal Years Ended August 31, 2025 and 2024

Six Months Ended February 28, 2026 and 2025

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We conduct our business through our wholly owned subsidiary, 3Knights, an Artificial Intelligence (AI) technology consultant, specializing in AI-driven digital transformation, data analytics, and systems integration. We focus on delivering customized, project-based AI and digital transformation solutions that help enterprises enhance efficiency, improve decision-making, and strengthen customer engagement through intelligent automation in Malaysia region.

Our service offerings encompass the full AI implementation lifecycle, including AI strategy and consulting, data engineering, model development and integration, and deployment and user training. Our projects are typically designed to meet each client’s specific operational requirements and are integrated with existing enterprise systems such as ERP, CRM, and IoT platforms.

Our customers are primarily small- and medium-sized enterprises in Malaysia. Revenue is derived mainly from project-based service contracts, although we have increasingly begun generating maintenance and recurring services revenue from completed AI implementations. Our operating performance can fluctuate depending on the number and timing of projects completed during a period.

Through the delivery of multiple AI and system integration projects, we have developed a project framework and reusable AI modules that form the foundation for new client implementations. These frameworks allow us to improve scalability, shorten development cycles, and enhance cost efficiency. Management believes these operational efficiencies position us to support sustainable revenue growth; however, our ability to maintain profitability depends on continued demand for AI-based solutions and efficient resource utilization.

In April 2022, the MDEC granted us MSC Malaysia status (now known as MD status). On July 5, 2024, the Ministry of Finance of Malaysia, through MDEC, approved a five-year income tax exemption for qualifying income derived from AI-related activities, effective from April 2, 2024, to April 1, 2029. These incentives are expected to strengthen our financial position during the incentive period, although their continuation depends on compliance with MDEC program requirements.

We plan to allocate a portion of the net proceeds from this Offering to invest in the development of proprietary AI solution frameworks aimed at supporting a product-based offering that could generate recurring revenues, similar to enterprise software or platform-based models. These initiatives remain in the planning stage and have not yet commenced. Management believes that, if successfully implemented, these initiatives could complement our existing project-based services and enhance our long-term competitiveness, though they are subject to execution and market risks.

Our future performance will depend on our ability to expand our customer base, maintain project delivery efficiency, attract and retain qualified technical personnel, and adapt to evolving technology trends and government policies that affect the digital economy in Malaysia and Southeast Asia.

Industry Context

We operate within the AI and digital transformation sector in Southeast Asia, which has experienced increasing adoption of cloud technologies, data analytics, and automation solutions in recent years. According to publicly available reports from regional government and industry agencies, digital transformation initiatives in Malaysia are expanding under the MyDIGITAL Blueprint and the Malaysia Madani Economy framework, which aim to enhance national productivity and competitiveness through technology adoption.

The Malaysian government’s focus on fostering an innovation-driven economy has encouraged greater private sector investment in AI and automation. Enterprises, particularly small and medium-sized businesses, are seeking localized and cost-effective AI solutions that can be integrated into their existing systems to improve operational efficiency and customer engagement.

Within this environment, demand for AI implementation and integration services continues to grow as organizations increasingly adopt data-driven decision-making. However, the industry remains competitive and sensitive to technological shifts, availability of skilled talent, and data governance regulations.

Management believes that our experience in developing scalable AI frameworks and our focus on efficient project delivery may enable us to respond effectively to these trends and compete in this evolving market, though there can be no assurance that such initiatives will result in future growth or profitability.

Key Factors that Affect our Financial Condition and Results of Operations

We believe the following key factors may affect our financial condition and results of operations:

Our revenue is primarily derived from project-based service contracts. The number, size, and timing of projects in any given period can significantly affect our results of operations. Larger projects generally contribute higher revenue but may extend over several months, while smaller projects are completed more quickly but in greater volume. Because we recognize revenue based on project milestones and customer acceptance under IFRS 15, variations in project delivery schedules can result in fluctuations in revenue and gross margin between reporting periods.

Our profitability depends on the efficiency of deploying our technical teams and subcontracted personnel across multiple projects. Effective resource allocation directly impacts project margins, while underutilization or rework can reduce gross profit in a given period. Management monitors utilization rates and adjusts staffing and outsourcing levels to maintain operational flexibility.

Over time, we have developed a reusable codebase and standardized AI frameworks that form the foundation for new client implementations. These frameworks shorten development cycles and support consistent quality. Management believes that our ability to continually improve and apply these frameworks across projects enhances both scalability and cost efficiency.

In April 2022, our Malaysian subsidiary obtained MSC Malaysia status (now known as MD status) from the MDEC. On July 5, 2024, the Ministry of Finance, through MDEC, approved a five-year income tax exemption for qualifying income derived from AI-related activities, effective from April 2, 2024, through April 1, 2029. The incentive applies only to qualifying AI-related revenue, while other income remains subject to Malaysia’s statutory tax rates. Management believes the incentive will enhance our net profitability and cash flow during the incentive period, although it is subject to ongoing compliance with MDEC program conditions and will expire in 2029 unless renewed.

While we have not yet commenced formal development activities, we intend to allocate a portion of the proceeds from this Offering toward the design and development of proprietary AI frameworks and related solution components that may support a future product-based revenue model. The timing and effectiveness of these initiatives, as well as the pace of technology adoption among our target customers, may influence our future operating results.

Management continuously monitors these factors to evaluate operational performance and adjust project planning, staffing, and resource allocation as necessary.

Results of Operations for the fiscal years ended August 31, 2025 and 2024

The following table sets forth a summary of our results of operations for the fiscal years indicated.