UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A
(Amendment No. 1)

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

For the transition period from __________ to ____________

Commission file number: 001-42288

Cuprina Holdings (Cayman) Limited

(Exact name of the Registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

c/o Blk 1090

Lower Delta Road #06-08

Singapore 169201

(Address of principal executive offices)

David Quek Yong Qi, Chief Executive Officer

Tel: +65 8512 7275

Email: general@cuprina.com.sg

Blk 1090

Lower Delta Road #06-08

Singapore 169201

(Name, Telephone, E-mail and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Warrants, each to purchase one ordinary share

Title of Class

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The registrant had 7,365,000 Class A ordinary shares issued and outstanding as of April 27, 2026.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on April 27, 2026. The purpose of this Form 20-F/A is to amend Item 5. Operating And Financial Review And Prospects, Item 15. Controls and Procedures, and Item 19. Exhibits. We amended the following items and/or pages: (1) pages 7, 11, 16 of Item 5. Operating And Financial Review And Prospects, (2) page 19 of Item 15. Controls And Procedures, (3) page 20 of Item 19. Exhibits; (4) the filing of Exhibits 4.12 and 4.13 to the Annual Report; (5) the text of the Section 302 certifications attached as Exhibits 12.1 and 12.2 to the Annual Report; and (6) the text of Section 906 certification attached as Exhibit 13.1 and 13.2 to the Annual Report.

Unless stated otherwise, this Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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 Report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “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 Report.

Overview

We are a Singapore-based biomedical and biotechnology company that is dedicated to the development and commercialization of innovative products for the management of chronic wounds and the health and beauty sector. Our expertise in biomedical research allows us to identify and utilize materials derived from natural sources to develop wound care products in the form of medical devices meeting international standards. We believe we will be able to build upon and leverage such expertise to develop innovative cosmeceutical products in the future.

As of December 31, 2025, we manufactured and distributed our MEDIFLY products. The MEDIFLY products are used as a biological debridement tool for chronic wounds, in a procedure known as Maggot Debridement Therapy, or MDT, which is an effective alternative to surgical debridement. In addition to our currently commercialized MEDIFLY products, we have two lines of chronic wound care products in our pipeline. Such lines of pipeline chronic wound care products include:

We currently expect development of such products to take place over the course of 2026 and 2027 and to become commercially available subject to regulatory approval.

We have been selling our MEDIFLY products primarily in Singapore since February 2020. In March 2023, our MEDIFLY products became commercially available in Hong Kong. Looking ahead, we have strategic plans in place for 2026 and 2027 to expand our sales and establish physical operations in several key regions, including the Middle East (in particular, the member states of the Gulf Cooperation Council, or GCC), and mainland China. These expansion initiatives will further enable us to cater to the growing demand for our products in these promising markets, cementing our position as a trusted player in the field of chronic wound care and treatment.

For our cosmeceuticals business, we introduced three products in 2023, including a hydrating balm product, a muscle energy cream and a pain relief muscle patch. For our currently commercialized cosmeceutical products, we have commissioned original equipment manufacturers of skincare products to develop the formulation and manufacture the substantially finished and finished products. In addition, we plan to explore the possibility of developing a range of potential cosmeceutical product candidates incorporating bullfrog collagen using the novel collagen production technology that we are currently developing with a view to making them commercially available between 2026 and 2028, subject to the progress of the relevant R&D work.

We offer our chronic wound care products to both public and private hospitals and clinics, where patients can obtain them through prescription from a physician. Our customers primarily include major public and private hospitals and clinics in Singapore. Our commercialized cosmeceutical products can be purchased directly by individual customers through a variety of channels, including retailers and gyms in Singapore and other countries such as Malaysia and Australia, as well as online shopping platforms such as Shopee.

As of December 31, 2025, we had 10 full-time employees. For the years ended December 31, 2023, 2024, and 2025, our revenue amounted to S$100,773, S$48,321, and S$49,894 (US$38,789), respectively, while we recorded net loss of S$1,119,555, S$1,560,535, and S$4,673,447 (US$3,633,248), respectively, for the same periods.

A. Operating results

Key Factors Affecting Our Results of Operations

Our results of operations have been, and are expected to continue to be, affected by various factors, which primarily include the following:

Product pipeline and commercialization

Our business and results of operations depend on our ability to successfully develop and commercialize our pipeline products and product candidates and the timing of obtaining regulatory approvals and commercializing such products. As of December 31, 2025, we had fully commercialized one distinct line of chronic wound care products, our MEDIFLY products, which accounted for 78.4%, 71.2%, and 88.6% of our revenue for the year ended December 31, 2023, 2024 and 2025, respectively. We have a number of pipeline chronic wound care products and cosmeceutical products under development. Our ability to grow our revenue and timing of such growth is largely dependent on whether and when we are able to develop and commercialize these products.

Our results of operations also depend on our ability to successfully commercialize our pipeline products upon approval. The commercial success of our products depends upon the degree of market acceptance each of such products achieves, particularly among hospitals and physicians. Physicians’ and hospitals’ receptiveness to our products in turn depends on, among others, our ability to convince them as to the distinctive characteristics, advantages, safety and cost effectiveness of our products as compared to our competitors’ products.

Growth of the chronic wound care market in our intended markets

The overall growth of the medical device market, in particular the chronic wound care market, will significantly affect our financial performance and future growth. According to Fortune Business Insights, the market size for the global chronic wound care market was US$15.27 billion in 2025 and is expected to reach US$29.22 billion in 2034, representing a CAGR of 7.5%. In particular, with the escalating prevalence of lifestyle diseases such as diabetes, aging populations, enhanced patient health awareness, favorable government policies, increased patient affordability and improved clinical practice of physicians, in the countries/regions where we currently operate or intend to operate in the near future, namely, Southeast Asia, China, the United States and the Middle East, chronic wound care market is expected to grow steadily in the foreseeable future.

We believe that we will benefit from the expected growth of the global and regional chronic wound care market. Through our robust product pipeline, research and development expertise, in-house manufacturing capabilities and knowledge navigating the complex regulatory approval process, we believe we are well positioned to capture the significant potential growth in the chronic wound care medical device market.

Our ability to attract customers and educate health practitioners to the benefit of our products

We generate revenue primarily from the provision of our chronic wound care products. Our sustainable revenue growth depends significantly on our ability to retain and attract customers, primarily including hospitals and clinics in Singapore, which, in turn, relies on our ability to educate healthcare practitioners regarding the utilization of our products in wound care environments. Healthcare practitioners hold a crucial role in deciding the treatment path for patients and selecting the appropriate products, if needed, for their care. To ensure the acceptance and adoption of our wound care products, it is essential to educate healthcare practitioners about the features, advantages, safety, clinical effectiveness, and cost-effectiveness of our products. This includes providing insights on potential comparisons with competitor products and offering training on the correct application of our products to healthcare practitioners. As such, we allocate substantial resources to training our sales professionals and to continuously augmenting their knowledge and capabilities on a continuous basis.

For the years ended December 31, 2023, 2024, 2025 and up to the date of this annual report, our wound care products had been prescribed by health practitioners in a number of major general hospitals in Singapore and Hong Kong. In addition, we have either held and/or participated in over 10 educational conferences and talks during the same period. Our ability to continue to enhance our recognition among chronic wound care professionals and their potential patients is critical to our ability to continue to grow our revenue and achieve profitability.

Favorable Government Policies and Medical Insurance Coverage

Government policies and medical insurance coverage significantly affect the overall medical device industry, and specifically they can directly affect the end-market prices, sales volume and market acceptance of our products.

We have received government grants in the amount of S$36,086, S$41,531 and S$16,928 (US$13,160) for the years ended December 31, 2023, 2024 and 2025, respectively, due to the Jobs Support Scheme and Jobs Growth Incentive from Inland Revenue Authority of Singapore, which is designed to support and encourage local hiring in Singapore. In addition, the Smart Nation initiative led by the government of Singapore is expected to support the increased demand for medical devices by the rapidly ageing population to drive the market in Singapore. Furthermore, the Research, Innovation and Enterprise Plan (RIE2030), launched by the government of Singapore, holds a budget of around S$37 billion with ‘Human Health and Potential’ as one of the major areas of focus. These broader government policies and initiatives will help accelerate the innovation and upgrading of medical device industry, and boost the development of the medical device market into the future. However, we cannot assure you that the government grants we are currently benefiting from and the favorable government policies will continue in the future. See “Risk Factors – Risks Relating to Our Business and Industry – The reduction or discontinuation of government grants currently available to us may have a material adverse effect on our business operations and financial condition.”

Additionally, the growth in population coverage and funding for public medical insurance programs have significantly improved patients’ abilities to pay for medical treatment, resulting in considerable growth in both patient enrollment and average spending. As a result, whether our products, including pipeline products expected to become commercially available, can be included in government insurance coverage in the jurisdictions where we currently operate or intend to enter, will have a material impact on the demand for our products, the sales volume of our products and our financial performance. However, there are uncertainties as to whether the government will continue to increase its healthcare spending, and whether our products can be included in the public insurance coverage, and different jurisdictions may have different practices for the reimbursement of our products.

Key Components of Results of Operations

Revenue

For the years ended December 31, 2023, 2024, and 2025, we generated revenue of S$100,773, S$48,321, and S$49,894 (US$38,789), respectively. We derive all of our revenue from sale of our products. For the year ended December 31, 2023, 2024 and 2025, 78.4%, 71.2% and 88.6%, respectively, of our revenue was derived from the sales of our MEDIFLY products, with the remaining 21.6%, 28.8% and 11.4% coming from sales of our cosmeceutical products respectively, which we began selling in April 2023. For the year ended December 31, 2023, 2024 and 2025, 87.9%, 89.9% and 75.7%, respectively, of our revenue was derived from customers located in Singapore, with the remainder of our revenue derived from customers located in Hong Kong and Australia respectively.

Cost of revenues

Our cost of revenues primarily consists of production staff salaries and contributions, rental for production space and the costs of breeding Lucilia cuprina flies and consumables used. For the years ended December 31, 2023, 2024 and 2025, our cost of revenues was S$64,168, S$51,345, and S$50,539 (US$39,290), respectively. The following table sets forth components of our cost of revenues for the years indicated:

Gross profit/ (loss) and gross profit/ (loss) margin

Our gross profit and gross profit margin are primarily affected by the pricing of the products as well as the fluctuation for some of the consumables in cost of sales. For the years ended December 31, 2023, our gross profit was S$36,605, with a gross profit margin of 36.3%. For the years ended December 31, 2024 and 2025, our gross loss was S$3,024 and S$645 (US$501), with a gross loss margin of 6.3% and 1.3%, respectively.

Operating expenses

Selling, general and administrative expenses

Our selling, general and administrative expenses primarily consist of (i) selling and marketing expenses; (ii) payroll and employee benefits; (iii) depreciation and amortization expenses; and (iv) other operating expenses. For the years ended December 31, 2023, 2024 and 2025, our selling, general and administrative expenses were S$937,200 S$1,400,873 and S$4,602,300 (US$3,577,937), respectively. The following table sets forth components of our selling, general and administrative expenses for the periods indicated:

(i) Selling and marketing expenses

Our selling and marketing expenses primarily consist of expenses relating to our advertising and marketing of our products and external consulting costs. For the years ended December 2023, 2024 and 2025, our selling and marketing expenses were S$79, S$3,641 and S$1,039 (US$808), respectively.

(ii) Payroll and employee benefits

Our payroll and employee benefits primarily consist of personnel-related expenses associated with our employees, primarily including salaries, benefits and allowances, and contributions to the government savings scheme in Singapore. The following table sets forth components of our payroll and employee benefits for the periods indicated:

Notes:

(1) a mandatory social security savings scheme in Singapore funded by contributions from employers and employees

(2) a compulsory levy in Singapore which requires an employer to pay for all employees working in Singapore

(3) the payroll and employee benefits included here are those that are not directly associated with our revenue generation and research and development activities.

(iii) Depreciation and amortization expenses

Our depreciation and amortization expenses are primarily charged on our (i) furniture and fittings; (ii) computers; and (iii) renovation. The depreciation and amortization expenses included here are those that are not directly associated with our revenue generation. For the years ended December 2023, 2024 and 2025, our depreciation and amortization expenses were S$26,994, S$31,687 and S$26,485 (US$20,590), respectively.

(iv) Other operating expenses

Our other operating expenses primarily consist of professional fees, consultant fees, director fees, insurance expenses, operating lease expenses, travelling expenses, foreign exchange losses and utilities. For the years ended December 31, 2023, 2024 and 2025, our other operating expenses was S$237,662, S$533,679 and S$3,674,975 (US$2,857,012), respectively. Among these expenses, professional fees accounted for approximately 27.6%, 69.1% and 88.1% of our other operating expenses for the years ended December 31, 2023, 2024 and 2025, respectively. These professional fees were primarily incurred in connection with (i) advisory services relating to potential businesses, assets, and, operation acquisition matters; (ii) corporate development and business consultancy services; (iii) regulatory compliance and advisory services relating to SEC and FINRA matters; (iv) investor relation services; (v) regulatory, compliance and corporate secretarial services in the jurisdictions in which we are operate; and (vi) professional accounting and auditing services performed in accordance with the standards of the PCAOB. Such expenses were not directly attributable to the offering and not offset against the gross proceeds. The following table sets forth components of our other operating expenses for the periods indicated:

Notes:

(1) Others primarily include bank fees, fixed asset expensed off, IT & computer expenses, and printing & stationery expenses etc.

Research and development costs

Our research and development costs primarily consist of the costs incurred by us on research and collaboration works conducted with NTU for the extraction and formulation of bullfrog collagen and bullfrog collagen-based wound care products, and salaries and contributions related to our research and development staff. With respect to our product using hirudotherapy, or medical leech therapy, currently in the pipeline, in line with our R&D workflow, we have completed the ideation phase of the project and commenced the literature review stage in second half of 2025. Therefore, no R&D costs have been incurred thus far with respect to such products, and we anticipate costs to be incurred starting from the preliminary investigation phase and onwards. For further information regarding our R&D workflow, please refer to the “Business – Research and Development”.

For the years ended December 31, 2023, 2024 and 2025, our research and development costs were S$167,734, S$241,362 and S$226,884 (US$176,385), respectively. The following table sets forth components of our research and development costs for the periods indicated:

Notes:

(1) Rental for R&D facilities refers to a short-term lease that we entered into in March 2022 for the purpose of conducting our research and development activities in Life Science Incubator in Singapore. Life Science Incubator is a biosafety level 2 co-working laboratory space offering advanced equipment and facilities to researchers. This lease was terminated in June 2023.

Other income

Our other income primarily consists of grants that we received under the Jobs Support Scheme and Jobs Growth Incentive from the government of Singapore, as well as Enterprise Development Grant (“EDG”) for Sustainability Open Innovation Challenge (“SOIC”) from Enterprise Singapore, fees received from providing the usage for ISO13485 certified facilities and interest income derived from fixed deposit and overnight deposit. For the years ended December 31, 2023, 2024 and 2025, our other income was S$39,149, S$173,865 and S$234,455 (US$182,271), respectively. The following table sets forth components of our other income for the periods indicated:

Interest expense

Interest expense mainly represents interest on interest-bearing bank loan, loan from one of our ultimate beneficial owners and loan from employees. For the years ended December 31, 2023, 2024 and 2025, our interest expense was S$56,587, S$37,210 and S$14,724 (US$11,447), respectively. The following table sets forth components of our interest expense for the years indicated:

Income tax expense

Our income tax expense comprises our current tax expense and deferred tax. As we did not generate taxable income for the years ended December 31, 2023, 2024 and 2025, our income tax expense was nil, nil and nil, respectively.

Taxation

Cayman Islands and BVI

Our Company and Cuprina Holdings (BVI) Limited are domiciled in the Cayman Islands and British Virgin Islands, respectively. The locality currently enjoys permanent income tax holidays; accordingly, our Company does not accrue for income taxes.

Singapore

Cuprina Pte. Ltd. is incorporated in Singapore and is subject to Singapore corporate tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is 17% in Singapore, with 75% of the first S$10,000 taxable income and 50% of the next S$190,000 taxable income exempted from income tax.

Malaysia

Cuprina Malaysia Sdn. Bhd., the subsidiary, is subject to Malaysian corporate income tax on its taxable income as reported in its statutory financial statements, in accordance with applicable Malaysian tax laws. The standard corporate income tax rate in Malaysia is 24%. However, as Cuprina Malaysia Sdn. Bhd. is directly owned by a foreign company incorporated outside Malaysia, and such foreign ownership exceeds 20% of its paid-up ordinary share capital, the subsidiary does not qualify for the SME preferential tax rates and remains subject to the 24% corporate income tax rate. The subsidiary had no operating profit or tax liabilities for the years ended December 31, 2023, 2024 and 2025.

Hong Kong

Cuprina Hong Kong Limited is considered a Hong Kong tax resident enterprise under Hong Kong tax laws; accordingly, it is subject to enterprise income tax on its taxable income as determined under Hong Kong tax laws and accounting standards at a statutory tax rate of 16.5%.

Mainland China

Cuprina (Beijing) Biotechnology Co., Ltd., is considered a mainland China tax resident enterprise under mainland China tax laws; accordingly, it is subject to enterprise income tax on its taxable income as determined under mainland China tax laws and accounting standards at a statutory tax rate of 25%. The subsidiary had no operating profit or tax liabilities for the years ended December 31, 2023, 2024 and 2025.

United States

Cuprina United States Inc., is domiciled in the United States. As a result, it is subject to corporate income tax on its taxable income as determined under United States tax laws at a federal tax rate of 21% and state tax rate ranging from 1% to 12%. The subsidiary had no operating profit or tax liabilities for the years ended December 31, 2023, 2024 and 2025.

Equity in net earnings of affiliates

Equity in net earnings of affiliates mainly related to the sharing of results for the following two joint arrangements (i) the arrangement between Cuprina Malaysia Sdn. Bhd., one of our subsidiaries, and a local Malaysian company for the proposed business of selling our maggot-based chronic wound care products in Malaysia, which was terminated in July 2023; and (ii) the arrangement between Cuprina Pte. Ltd., one of our subsidiaries, and a local Saudi Arabian company for the supply of medical devices and the operation of medical laboratories and supporting medical services.

Year on Year Comparisons of Our Results of Operations

Year ended December 31, 2025 Compared to Year ended December 31, 2024.

Revenue

Our revenue increased by 3.3% from S$48,321 for the year ended December 31, 2024 to S$49,894 (US$38,789) for the year ended December 31, 2025. The increase was primarily due to increase in sales of our MEDIFLY products in both Singapore and Hong Kong. The number of patients using our MEDIFLY products increased from 78 for year ended December 31, 2024 to 96 for the year ended December 31, 2025.

Cost of revenues

Our cost of revenues decreased by 1.6% from S$51,345 for the year ended December 31, 2024 to S$50,539 (US$39,290) for the year ended December 31, 2025, representing approximately 106.3%, and 101.3% of our revenue, respectively, for the corresponding years. The decrease was primarily due to the reduce in the direct cost of our cosmeceutical products, in line with our reduce in revenues generated by cosmeceutical products during the period.

The reduce in cost of revenues does not in line with the increase in our revenues, as majority of the cost of revenues are fixed in nature, primarily the cost of revenues from MEDIFLY products, which arise from production staff salaries and contributions, rental for production space, and depreciation for production equipment. These costs have been fairly consistent for the years ended December 31, 2023, 2024 and 2025 despite of the fluctuation in the revenues generated for the corresponding years.

Gross loss and gross loss margin

Our gross loss decreased from S$3,024 for the year ended December 31, 2024 to S$645 (US$501) for the year ended December 31, 2025, which was due to the increased revenue for the year ended December 31, 2025. Our gross loss margin decreased from approximately 6.3% for the year ended December 31, 2024, to gross loss margin of approximately 1.3% for the year ended December 31, 2025. The decrease was primarily attributed to increase in sales of our MEDIFLY products in both Singapore and Hong Kong, as majority of the cost of revenues are fixed in nature, which primarily arise from production staff salaries and contributions, rental for production space, and depreciation for production equipment

Operating expenses

Our operating expenses increased by 194.1% from S$1,642,235 for the year ended December 31, 2024 to S$4,829,184 (US$3,754,322) for the year ended December 31, 2025. The increase was due to the increase in our selling, general and administrative expenses.

Selling, general and administrative expenses

Our selling, general and administrative expenses increased by 228.5% from S$1,400,873 for the year ended December 31, 2024 to S$4,602,300 (US$3,577,937) for the year ended December 31, 2025, which was primarily due to an increase in our other operating expenses and payroll and employee benefits.

(i) Our selling and marketing expenses decreased from S$3,641 for the year ended December 31, 2024 to S$1,039 (US$808) for the year ended December 31, 2025. This was primarily due to our rebranding activities carried out for our cosmeceutical products, which were launched and carried out in the prior year, including photography and building the social media library.

(ii) Our payroll and employee benefits increased by 8.2% from S$831,866 for the year ended December 31, 2024 to S$899,801 (US$699,527) for the year ended December 31, 2025. The increase was primarily due to the bonus payout amounting to S$59,938 (US$46,597) during the period. Moreover, the increase was also due to the revision by Central Provident Fund Board for increasing the CPF ordinary wage ceiling from S$6,800 to S$7,400 effective January 1, 2025.

(iii) Our depreciation and amortization expenses decreased by 16.4% from S$31,687 for the year ended December 31, 2024 to S$26,485 (US$20,590) for the year ended December 31, 2025. The decrease was primarily due to some of the plant and equipment, including renovation works have been fully depreciated during the period, despite that they are still in use by the Company.

(iv) Our other operating expenses increased by 588.6% from S$533,679 for the year ended December 31, 2024 to S$3,674,975 (US$2,857,012) for the year ended December 31, 2025. The increase was primarily attributed to an increase in professional fees incurred by S$2,867,958 (US$2,229,619). The significant increase in professional fees for the year ended December 31, 2025 was primarily attributable to our transition from a private company in 2024 to our first year as a public company following the completion of our IPO on April 11, 2025. Accordingly, we incurred substantially higher professional fees in connection with ongoing SEC and FINRA compliance, public company reporting and governance requirements, accounting and auditing services, investor relations, and advisory services relating to potential business development and acquisition opportunities. In summary, our increase was particularly for (i) engagement of professional for advisory services on potential businesses, assets, and, operation acquisition matters of S$964,725 (US$750,000); (ii) engagement of professional for corporate development and business consultancy services of S$1,516,762 (US$1,179,167); (iii) engagement of professional for regulatory compliance and advisory services relating to SEC and FINRA matters of S$71,445 (US$55,543); and (iv) engagement of professional for investor relation services of S$151,667 (US$117,909).

In addition, the increase in consultant fees incurred of S$58,116 (US$45,181), primarily relating to the appointment of our Medical and Scientific Director, as well as the licensing fee incurred in respect of the FDA Clearance for Medical Maggots and associated dressings identified in 510(k) K033391 has also resulted in the increase. Furthermore, the increase also due to the director fees for those independent directors and non-executive directors of S$67,500 (US$52,476), as well as the related Director and Officer Liability Insurance acquired of S$39,959 (US$31,065), following the completion of IPO. Moreover, the increase also derived from the depreciated exchange rate of USD against SGD, of which resulted in our foreign exchange losses incurred of S$124,152 (US$96,519), particularly for our financial assets denominated in USD.

Research and development costs

Our research and development costs decreased by 6.0% from S$241,362 for the year ended December 31, 2024 to S$226,884 (US$176,385) for the year ended December 31, 2025. The decrease in research and development costs was primarily due to the decrease in the salaries and contributions related to our internal research and development staff from S$226,632 for the year ended December 31, 2024 to S$217,112 (US$168,788) for the year ended December 31, 2025. The decrease was due to the departure of one of our research and development employees during the last quarter of the period.

Other income

Our other income increased by 34.8% from S$173,865 for the year ended December 31, 2024 to S$234,455 (US$182,271) for the year ended December 31, 2025. The increase was in relation to the fees received from the rendering the usage for our ISO13485 certified facilities.

Interest expense

Our interest expense decreased by 60.4% from S$37,210 for the year ended December 31, 2024 to S$14,724 (US$11,447) for the year ended December 31, 2025. This decrease was primarily attributable to the loan given to us in 2024, from several of our employees, which carries a one-off interest rate of 25.0%. The principal and interest have been fully settled as of June 30, 2024.

Equity in net earnings of affiliates

The equity in net earnings of the affiliates primarily relates to the sharing of results from the joint arrangement between Cuprina Pte. Ltd., one of our subsidiaries, and a local Saudi Arabian company. This joint arrangement is accounted for using the equity method, starting from May 2023. For the year ended December 31, 2025, we recorded a loss of S$63,349 (US$49,249) from this affiliate, attributed to the sharing of operational losses. This is in comparison to a loss of S$51,931 recorded for the year ended December 31, 2025.

Net loss

As a result of the foregoing, in particular the increase in professional fees under other operating expenses, our net loss increased from S$1,560,535 for the year ended December 31, 2024 to S$4,673,447 (US$3,633,248) for the year ended December 31, 2025.

Year ended December 31, 2024 Compared to Year ended December 31, 2023.

Revenue

Our revenue decreased by 52.0% from S$100,773 for the year ended December 31, 2023 to S$48,321 for the year ended December 31, 2024. The decrease was primarily due to reduce in sales of our MEDIFLY products in both Singapore and Hong Kong. The number of patients using our MEDIFLY products decreased from 135 for year ended December 31, 2023 to 78 for the year ended December 31, 2024.

Cost of revenues

Our cost of revenues decreased by 20.0% from S$64,168 for the year ended December 31, 2023 to S$51,345 for the year ended December 31, 2024, representing approximately 63.7%, and 106.3% of our revenue, respectively, for the corresponding years. The decrease was primarily due to the reduce in the direct cost of our cosmeceutical products as well as the consumables of our MEDIFLY products, in line with our reduce in revenues generated during the period.

The reduce in cost of revenues does not directly in line with the reduce in revenues, as majority of the cost of revenues are fixed in nature, which primarily arise from production staff salaries and contributions, rental for production space, and depreciation for production equipment. These costs have been fairly consistent for the years ended December 31, 2023 and 2024 despite of the reduce in the revenues generated for the corresponding years.

Gross profit/ (loss) and gross profit/ (loss) margin  

Our gross profit decreased by 108.3% from S$36,605 for the year ended December 31, 2023 to gross loss of S$3,024 for the year ended December 31, 2024, which was due to the decreased revenue for the year ended December 31, 2024. Our gross profit margin decreased from approximately 36.3% for the year ended December 31, 2023, to gross loss margin of approximately 6.3% for the year ended December 31, 2024. The decrease was primarily attributed to reduce in sales of our MEDIFLY products in both Singapore and Hong Kong, as majority of the cost of revenues are fixed in nature, which primarily arise from production staff salaries and contributions, rental for production space, and depreciation for production equipment.

Operating expenses

Our operating expenses increased by 48.6% from S$1,104,934 for the year ended December 31, 2023 to S$1,642,235 for the year ended December 31, 2024. The increase was due to the increase in our selling, general and administrative expenses as well as the research and development costs.

Selling, general and administrative expenses

Our selling, general and administrative expenses increased by 49.5% from S$937,200 for the year ended December 31, 2023 to S$1,400,873 for the year ended December 31, 2024, which was primarily due to an increase in our other operating expenses, payroll and employee benefits, selling and marketing expenses, and depreciation and amortization expenses.

(i) Our selling and marketing expenses increased from S$79 for the year ended December 31, 2023 to S$3,641 for the year ended December 31, 2024. This was primarily due to our rebranding activities carried out for our cosmeceutical products, which were launched during the period, including photography and building the social media library.

(ii) Our payroll and employee benefits increased by 23.7% from S$672,465 for the year ended December 31, 2023 to S$831,866 for the year ended December 31, 2024. The increase was primarily due to an increase in headcount in the last quarter of 2023, as well as first quarter of 2024. Moreover, the increase was also due to the revision by Central Provident Fund Board for increasing the CPF ordinary wage ceiling from S$6,000 to S$6,800 effective January 1, 2024.

(iii) Our depreciation and amortization expenses increased by 17.4% from S$26,994 for the year ended December 31, 2023 to S$31,687 for the year ended December 31, 2024. The increase was primarily due to investment in furniture and fittings in second half of 2023 and the renovation of our office which was only completed in the middle of first quarter of 2023.

(iv) Our other operating expenses increased by 124.6% from S$237,662 for the year ended December 31, 2023 to S$533,679 for the year ended December 31, 2024. The increase was primarily attributed to an increase in professional fees incurred, particularly for (i) annual financial audit fee amounting to S$143,263; (ii) six months’ financial review fee amounting to S$55,045; (iii) engagement of the public relation service company for their services at USD10,000 per month commencing from February 2024 onward; and (iv) delay in our IPO.

Research and development costs

Our research and development costs increased by 43.9% from S$167,734 for the year ended December 31, 2023 to S$241,362 for the year ended December 31, 2024. The increase in research and development costs was primarily due to the increase in the salaries and contributions related to our internal research and development staff from S$150,177 for the year ended December 31, 2023 to S$226,632 for the year ended December 31, 2024. The increase was primarily attributable to the hiring of research and development staff in October 2023.

Other income

Our other income increased by 344.1% from S$39,149 for the year ended December 31, 2023 to S$173,865 for the year ended December 31, 2024. The increase was in relation to the interim EDG for SOIC from Enterprise Singapore amounted to $122,315.

Interest expense

Our interest expense decreased by 34.2% from S$56,587 for the year ended December 31, 2023 to S$37,210 for the year ended December 31, 2024. This decrease was primarily attributable to the advances given to us in 2023 by one of our ultimate beneficial owners, which carries a one-off interest rate of 6.0% and amounted to S$55,860. This decrease was partially offset by the loan given to us in 2024 from several of our employees, which carries a one-off interest rate of 25.0%. The principal and interest have been fully settled as of June 30, 2024.

Equity in net earnings of affiliates

The equity in net earnings of the affiliates primarily relates to the sharing of results from two joint arrangements. The first arrangement is held by our subsidiary, Cuprina Malaysia Sdn. Bhd., and the second arrangement is held by our subsidiary, Cuprina Pte. Ltd. Both of these arrangements are accounted for using the equity method, starting from July 2022 and May 2023, respectively. The joint arrangement held by Cuprina Malaysia Sdn. Bhd. was terminated in July 2023.

For the year ended December 31, 2024, we recorded a loss of S$51,931 from existing affiliate, attributed to the sharing of operational losses. This is in comparison to a loss of S$33,788 recorded for the year ended December 31, 2023, from both affiliates, attributed to the sharing of operational losses.

Net loss

As a result of the foregoing, in particular the increase in payroll and employee benefits and professional fees under other operating expenses, our net loss increased from S$1,119,555 for the year ended December 31, 2023 to S$1,560,535 for the year ended December 31, 2024.

Our primary source of liquidity historically has been cash generated from our bank loan and equity and loan contributions from our shareholders, which have historically been sufficient to meet our working capital and capital expenditure requirements.

In 2021, we entered into a bridging loan agreement with DBS Bank with an aggregated principal amount of S$100,000 (US$77,742) with interest rate of 2.5% per annum. The bank loan has been fully repaid in January 2026.

In November 2024, we entered into a working capital loan agreement with DBS Bank with an aggregated principal amount of S$200,000 (US$155,485) with interest rate of 8.0% per annum.

As of December 31, 2025, our cash and cash equivalents were S$3,117,682 (US$2,423,760). Our cash and cash equivalents primarily consist of cash in bank balances.

We believe that our existing cash and cash equivalents, anticipated cash raised from financings, together with anticipated cash flow from operations, will be sufficient to meet our anticipated cash needs for the next 12 months from the date of this annual report. We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue additional equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations.

The following table sets forth our selected consolidated cash flow data for the periods indicated:

Net cash used in operating activities

We had net cash flows used in operating activities of S$894,981 for the year ended December 31, 2023, primarily reflecting a net loss of S$1,119,555, as adjusted by (a) positive changes of approximately S$99,846 in non-cash items primarily including depreciation and amortization, expected credit loss on accounts receivable and equity in net earnings of affiliates; and (b) positive changes of approximately S$124,728 in working capital primarily reflecting (i) a decrease of approximately S$238,900 in net advance to related parties, partially offset by (ii) an increase of approximately S$37,511 in accounts receivable, (iii) an increase of approximately S$32,122 in other current assets, and (iv) a decrease of approximately S$45,863 in accruals and other payables.

We had net cash flows used in operating activities of S$1,235,981 for the year ended December 31, 2024, primarily reflecting a net loss of S$1,560,535 as adjusted by (a) positive changes of approximately S$96,198 in non-cash items primarily including depreciation and amortization and equity in net earnings of affiliate; and (b) positive changes of approximately S$228,356 in working capital primarily reflecting (i) an decrease of approximately S$10,639 in other current assets, and (ii) an increase of approximately S$123,562 in accruals and other payables,(iii) a decrease of approximately S$24,430 in accounts receivable, and (iv) a decrease of approximately S$69,725 in net advance to related parties.

We had net cash flows used in operating activities of S$9,133,948 (US$7,100,947) for the year ended December 31, 2025, primarily reflecting a net loss of S$4,673,447 (US$3,633,248), as adjusted by (a) positive changes of approximately S$241,254 (US$187,556) in non-cash items primarily including depreciation and amortization, foreign exchange losses and equity in net earnings of affiliate; and (b) negative changes of approximately S$4,701,755 (US$3,655,255) in working capital primarily reflecting (i) an increase of approximately S$4,457,200 (US$3,465,133) in other current assets, and (ii) an decrease of approximately S$292,171 (US$227,140) in accruals and other payables.

Net cash used in investing activities

Net cash used in investing activities was S$67,977 for the year ended December 31, 2023, which was attributable to the acquisition of new property and equipment.

Net cash used in investing activities was S$21,884 for the year ended December 31, 2024, which was attributable to the acquisition of new property and equipment.

Net cash used in investing activities was S$58,229 (US$45,268) for the year ended December 31, 2025, which was primarily attributable to the acquisition of new property and equipment.

Net cash generated from financing activities

Net cash generated from financing activities was S$433,075 for the year ended December 31, 2023, primarily consisting of financial assistance from our shareholder, Cuprina Holding Pte. Ltd., and certain ultimate beneficial owners, partially offset by repayment of bank borrowing of S$20,574 and payments of deferred offering costs of S$647,796.

Net cash generated from financing activities was S$1,340,977 for the year ended December 31, 2024, primarily consisting of financial assistance from certain individual shareholders and ultimate beneficial owners, as well as drawdown of a bank loan amounted to S$200,000, partially offset by repayment of bank borrowings of S$23,572 and payments of deferred offering costs of S$423,787.

Net cash generated from financing activities was S$12,231,742 (US$9,509,245) for the year ended December 31, 2025, primarily consisting of (i) gross proceeds from issuance of ordinary shares of S$17,606,040 (US$13,687,351) following the completion of the IPO, partially offset by (ii) payments for deferred stock issuance cost of S$2,628,743 (US$2,043,647), (iii) repayment of bank borrowing of S$54,049 (US$42,019), and (iv) repayments of advances from related parties of S$2,691,506 (US$2,092,440).

Accounts receivable, net

Our net accounts receivables are non-interest bearing and are generally on 30 days credit terms. Net accounts receivable mainly represent amounts due from customers that meet the revenue recognition criteria. These accounts receivables are recorded net of any allowance for credit losses and specific customer credit allowances. We maintain an allowance for estimated credit losses inherent in our accounts receivable portfolio. In establishing the required allowance, our management considers historical losses adjusted to take into account current market conditions and our customers’ financial condition, the receivable amount in dispute, and the current receivables aging and current payment patterns, over the contractual life of the receivable. We write off the receivable when it is determined to be uncollectible.

Our net accounts receivable decreased from S$26,389 as of December 31, 2024 to S$18,218 (US$14,163) as of December 31, 2025. The decrease was primarily attributable to the completion of change in the billing procedure of public hospitals in Singapore, requiring invoices to be sent to both the relevant hospital department for billing and the relevant hospital department for authentication. This procedural change resulted in delayed settlement of certain accounts receivable arising from the sale of our MEDIFLY products in the previous periods.

As of March 31, 2026, S$8,027 (US$6,240) or 44.1% of our net accounts receivable as of December 31, 2025 had been subsequently received.

As of December 31, 2024 and 2025, we made S$49,147 and S$49,147 (US$38,208) of allowance for current expected credit loss for our gross accounts receivable, respectively.

Deferred Costs

Our deferred costs primarily consist of deferred contractual costs in relation to the industry research collaboration agreement with NTU and the listing expenses in relation to our IPO prior to the completion as of December 31, 2024.

Our deferred costs decreased from S$1,272,202 as of December 31, 2024 to S$nil (US$nil) as of December 31, 2025. The decrease was primarily attributable to the (i) completion of the IPO, of which the accumulated deferred stock issuance cost has been charged against the gross proceeds of the offering as a reduction of additional paid-in capital, and (ii) the payment made for the deferred contractual cost in relation to the industry research collaboration agreement with NTU as of December 31, 2025.

Other assets

Our other assets primarily consist of prepayments, deposits and other assets.

Our other assets increased from S$146,152 as of December 31, 2024 to S$4,736,715 (US$3,682,434) as of December 31, 2025. The increase was primarily attributable to the prepayments made in relation to the professional services engaged for the (i) businesses, assets, and, operation acquisition matters of S$1,607,875 (US$1,250,000), (ii) corporate development and business consultancy of S$2,342,138 (US$1,820,833), and (iii) investor relation of S$371,365 (US$288,708), particularly relating to upfront retainers for services to be delivered over future periods, ranging from a period of 20 – 24 months. These prepayments support our announced collaborations and joint ventures, as well as our ongoing evaluation and pursuit of potential business, asset, and operational acquisition opportunities. In addition, the increase in prepayment made for the contractual cost in relation to the industry research collaboration agreement with NTU of S$133,363 (US$103,680) has resulted in the increase as well.

Accruals and other payables

Our accruals and other payables decreased from S$323,971 as of December 31, 2024 to S$30,626 (US$23,809) as of December 31, 2025. The decrease was attributable to the settlement of payables, primarily relating to the (i) payable to a professional party amounted to S$65,930 (US$51,256), for professional services in relation to our initial public offering, (ii) payable to NTU amounted to S$178,396 (US$139,689), for the contractual cost in relation to the industry research collaboration agreement, and (iii) payable to advances from an employee amounted to S$69,681 (US$54,172), during the period.

Impact of Inflation

According to the Monetary Authority of Singapore, the core inflation rate in Singapore averaged 4.2% in 2023, 2.7% in 2024 and 0.7% in 2025. Based on the recent publication from the Monetary Authority of Singapore on February, 2026, the core inflation rate in Singapore is projected to average 1.0% - 2.0% in 2026. As of the date of this annual report, inflation in Singapore has not materially affected our profitability and operating results. However, we can provide no assurance that we will not be affected by such inflationary pressures in Singapore or globally in the future. In the event that the inflationary pressures continue to increase to any material extent, we may pass along increased costs to our customers, which could result in loss of sales and loss of customers, and adversely impact our margins and results of operations.

Material Cash Requirements

Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease all our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority of our inventory purchases, which further constraints our cash liquidity.

We had the following contractual obligations and lease commitments as of December 31, 2025:

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this annual report, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, and cash flows from our operations.

Bank Indebtedness

As of December 31, 2024 and 2025, bank borrowings were obtained from a financial institution in Singapore, both repayable in 60 instalments, which bear annual interest at a fixed rate at 2.5% and 8.0%, and expire in January 2026 and November 2029, respectively.

Commitments and Contingencies

In the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if it determines it is probable that a loss will occur and a reasonable estimate of the loss can be made. We may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

Capital Expenditures

We made capital expenditures of S$67,997, S$21,884 and S$58,229 (US$45,268) for the years ended December 31, 2023, 2024 and 2025, respectively. In these periods, our capital expenditures were mainly used for the purchase of plant and equipment.

We plan to fund our future capital expenditures with our existing cash balance and proceeds from the offering. We will continue to make capital expenditures to meet the expected growth of our business.

Capital Commitments

As of December 31, 2024 and 2025, we did not have any capital commitments, except for the S$125,250 (US$97,372) capital commitment in relation to the joint venture agreement entered on November 18, 2025.

C. Research and development, patents and licenses

See “—B. Business Overview—Research and Development”, “—B. Business Overview— Intellectual Property”, “—B. Business Overview—Internet Domain Names”, and “—B. Business Overview— Licenses, Permits, Registrations and Approvals.”

D. Trend information

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations.

E. Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with US GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. See Note 2 to our consolidated financial statements included elsewhere in this report for additional information on our significant accounting estimates and policies.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates and judgements made by our management. As at December 31, 2025, the Company did not make any critical judgement in the process of applying the Company’s accounting policies that have a critical effect on the amount recognized in the financial statements. The Company also did not make any key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a critical risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

ITEM 15. CONTROLS AND PROCEDURES

a. Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of December 31, 2025. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were ineffective. Such conclusion is due to the presence of material weakness in internal control over financial reporting as described below.

Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. In connection with the preparation and external audit of our consolidated financial statements, we identified the following material weaknesses in our internal control over financial reporting as of and for the years ended December 31, 2025.

The material weakness identified related to: (1) documentation of contracts with customers: we do not have written sales agreements with our customers. Instead, the orders are discussed through messaging applications such as WhatsApp. Neither we nor our independent registered public accounting firm tested our internal control under the Sarbanes-Oxley Act.

To remediate our identified material weakness, we are in the process of developing an automated ordering process through the utilization of a third-party online collaborative software. The terms and conditions of each sales order will be clearly stated within the collaborative software, providing transparency and clarity for all parties involved. To enhance our order management, an order confirmation email capturing the relevant information will be generated for each sales order. We are currently in the trial run phase of this process. We anticipate that such process will be fully operational by second half of 2026. Once the new process becomes operational, we will use the WhatsApp Group only for information updates and reminders.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. See “Item 3. KEY INFORMATION — D. Risk Factors — If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud and our business may be harmed and our stock price may be adversely impacted.”

As a company with less than $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting. 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.

b. Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15 (f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the Securities and Exchange Commission, our management including our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of internal control over financial reporting as of December 31, 2025 using the criteria set forth in the report “Internal Control— Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was ineffective as of December 31, 2025.

c. Attestation Report of the Independent Registered Public Accounting Firm

Because we are an emerging growth company, this annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

d. Changes in Internal Control over Financial Reporting

Other than those disclosed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 19. EXHIBITS

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

ATTACHMENTS / EXHIBITS

EX-4.12

EX-4.13

EX-12.1

EX-12.2

EX-13.1

EX-13.2

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: form20-fa_htm.xml