As filed with the Securities and Exchange Commission on July 10, 2026.

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sin Lian Seng Construction

(Exact name of registrant as specified in its charter)

30 Kranji Loop, Unit #02-12

Singapore 739570

+65 67483226

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

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

With a Copy to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

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

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

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

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

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

Emerging growth company ☒

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

The 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 such Section 8(a), may determine.

EXPLANATORY NOTES

This registration statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus, which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

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

6,250,000 Ordinary Shares

Sin Lian Seng Construction

This is an initial public offering of our 6,250,000 ordinary shares, $0.000005 par value per share (“Ordinary Shares”). We are offering on a firm commitment basis our Ordinary Shares. Prior to this offering, there has been no public market for Ordinary Shares. We expect the initial public offering price will be in the range of $4.00 to $5.00 per Ordinary Share. We have reserved the symbol “ININ” for purposes of listing our Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) and plan to apply to list our Ordinary Shares on the Nasdaq. The closing of this offering is conditioned upon Nasdaq’s approval of our listing application. We cannot assure you that our application will be approved; if it is not approved by Nasdaq, we will not proceed with this offering.

Upon the closing of this offering, we anticipate that our Chief Operating Officer and Director, Kewei Soh, will own approximately 31.38% of our issued and outstanding ordinary shares, assuming the underwriters do not exercise their option to purchase additional Ordinary Shares. As a result, we will not be a controlled company following this offering.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.” on page 4 and “Risk Factors — Risks Related to Our Ordinary Shares and this Offering — We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.” beginning on page 34 for more information.

Our Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands without any operations of its own. We conduct our operations in Singapore through our operating subsidiaries, Sin Lian Seng Bolts & Nuts Pte Ltd and Lumenx Energy Pte. Ltd. The Ordinary Shares offered in this offering are shares of our Cayman Islands holding company. Investors in our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.

We are a “foreign private issuer” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please see “Prospectus Summary — Implications of Being a Foreign Private Issuer” beginning on page 4 for more information.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) We have agreed to pay the underwriters a discount equal to seven percent (7.0%) of the gross proceeds of the offering. We have also agreed to pay to the underwriters one percent (1.0%) of the gross proceeds of the offering for non-accountable expenses and to reimburse certain accountable expenses related to the offering. For a description of the compensation to be received by the underwriters, see “Underwriting.”

We have granted the underwriters an option exercisable within 45 days from the closing of the offering to purchase up to an additional 15% of the Ordinary Shares offered in this offering on the same terms solely to cover over-allotments, if any.

Pursuant to a separate resale prospectus included in the registration statement of which this prospectus forms a part, we are also registering 1,470,000 ordinary shares for resale by certain Selling Shareholders. No sales of the ordinary shares covered by the Resale Prospectus shall occur until the ordinary shares sold in our initial public offering begin trading on Nasdaq. Once, and if, our ordinary shares are listed on Nasdaq and begin trading and the initial public offering as set forth in this initial public offering prospectus is completed, the Selling Shareholders may sell their shares from time to time at the market price prevailing on Nasdaq at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers. Please see “Risk Factors — Risks Related to Our Ordinary Shares and this Offering” for certain risks related to the concurrent registration of shares in the resale offering.

The underwriters expect to deliver the Ordinary Shares to purchasers against payment therefor on or about [     ], 2026.

Kingswood Capital Partners, LLC

PROSPECTUS DATED [  ], 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free writing prospectus that we filed with the Securities and Exchange Commission. We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ordinary shares.

We have not taken any action to permit a public offering of the ordinary shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. 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 ordinary shares and the distribution of this prospectus outside of the United States.

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

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the other documents referred to in this prospectus before making an investment in our ordinary shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections titled “Risk Factors,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. For additional information, see “Where You Can Find More Information” in this prospectus.

Overview

We are a fastener supplier in Singapore, providing fasteners such as bolts, nuts and other industrial components to our customers in sectors including construction, mechanical and electronical (“M&E”), maritime and manufacturing. One of our operating subsidiaries in Singapore, Sin Lian Seng Bolts & Nuts Pte Ltd (“SLS”), was incorporated in Singapore in 1986 and has grown into one of Singapore’s oldest fasteners suppliers. SLS has a long operational history in Singapore, which enhances the visibility and competitiveness of our Group in the Singapore market. We have adopted ISO 9001:2015 quality management system accredited by the British Standards Institution (“BSI”).

On June 26, 2025, SLS effectively acquired 1,000 shares representing 100% of the shares in the issued and paid-up share capital of Lumenx Energy Pte. Ltd. (“LX”) for an aggregate consideration of S$10,000. On September 4, 2025, SLS entered into an Agreement for the Sale and Purchase of Shares in the Capital of LX with Teng Teng, the former sole shareholder of LX, to ratify the aforementioned transaction. Following the acquisition of LX, we expanded our business downstream, focusing primarily on solar photovoltaic (“Solar PV”) engineering, procurement, and construction (“EPC”) services in Singapore. While our Solar PV EPC business has a limited operating history and remains at an early stage, our mission is to accelerate the global transition toward clean energy.

Our total revenue increased by approximately S$1.6 million from approximately S$5.5 million for the year ended June 30, 2024 to approximately S$7.1 million (US$5.5 million) for the year ended June 30, 2025. The increases were primarily due to revenue generated from (i) the sale of fastener products, which was approximately S$5.5 million and S$6.3 million for the years ended June 30, 2024 and 2025, respectively; and (ii) the sale and installation of solar systems, which was nil and approximately S$0.7 million for the years ended June 30, 2024 and 2025, respectively.

Our total revenue increased by approximately S$0.8 million from approximately S$2.9 million for the six months ended December 31, 2024 to approximately S$3.7 million (US$2.8 million) for the six months ended December 31, 2025. The increases were primarily due to revenue generated from (i) the sale of fastener products, which S$2.9 million and S$3.3 million for the six months ended December 31, 2024 and 2025, respectively; and (ii) the sale and installation of solar systems, which was nil and approximately S$0.3 million for the six months ended December 31, 2024 and 2025, respectively.

Our Competitive Strengths

As a fastener supplier and Solar PV EPC provider, our goal is to offer our customers solutions covering pre-sales consultation, product selection, on-site guidance, logistics and after-sales support. We believe our array of competitive advantages positions us to not only maintain but also strengthen our position in the industry. Our competitive strengths include:

Our Strategies

Our Business Model

We are engaged in the sale of fasteners and the provision of Solar PV EPC services on a project-by-project basis, complemented by a portion of sales of fasteners through our retail and wholesale channels.

Fasteners Supply

Our main products include hexagon bolts, socket head screws, hexagon and long nuts, machine screws, flat and spring washers, hexagon head screws, and U-bolts. Our products are widely used in the construction, electromechanical, shipbuilding, and manufacturing industries.

We adopt a mixed sales approach, engaging in both project-based sales model and retail sales model in Singapore, and also conduct wholesale activities to small and medium sized construction companies. We supply fasteners and industrial components to large-scale construction, M&E, marine, and manufacturing projects. These are typically secured through quotations and involve full-cycle support including technical consultation, product selection, logistics coordination, and after-sales service.

Project-based Sales

In the project-based segment, we supply fasteners to larger customers in the construction, mechanical and electrical, maritime, and manufacturing sectors, typically securing orders through quotations after project commencement and supplying various fasteners and engineering components throughout the project execution cycle. Our sales model typically operates as follows: when a corporate group undertakes an engineering project, the project’s contractor contacts our Group for consultation and price inquiries. After discussions and quotation confirmation, orders are then placed with us. We have dedicated sales personnel who liaise directly with clients and provide professional consulting services. In addition, our team includes engineers who are available to provide technical advice or support whenever clients require assistance prior to placing an order.

Retail Sales and Wholesale

In the past, our retail segment provided fasteners through sales counters to walk-in customers, small and medium-sized enterprises, and repeat buyers requiring standard products in smaller volumes. Although we no longer operate any retail outlets, certain customers continue to visit our premises to make direct purchases. Typically, upon receiving requests from retail customers, the sales staff at the Group’s sales department confirm product specifications on-site and complete the sales transaction immediately at the premises. At present, the majority of the Group’s wholesale business is conducted with small and medium-sized construction companies. Having been incorporated for over 30 years, the Group has cultivated long-term and stable business relationships with numerous local construction contractors in Singapore. Accordingly, customers typically engage with the Group directly via email or telephone to discuss matters relating to wholesale orders and pricing. The Group conducts its sales to distributors on a per-order basis, without entering into any long-term or exclusive wholesale agreements.

Solar PV EPC

We are a provider primarily focused on distributed Solar PV EPC contracting services, with a particular emphasis on the commercial and industrial (“C&I”) sector. Our business model is project-based, and we primarily engage in the design, procurement, and construction of distributed solar power projects in Singapore. Our scope of services spans the full project life-cycle, including system design and engineering, equipment sourcing and procurement, on-site construction and installation, and project commissioning. Through this integrated EPC approach, we deliver turnkey solar solutions that enable C&I enterprises to lower energy costs and advance their sustainability objectives.

Our operations are inherently project-driven. While we oversee and manage the entire project process, the design, engineering and construction activities are performed by a combination of experienced engineers, subcontractors, and skilled workers engaged by us, enabling us to deliver projects safely, on schedule, and within budget. Our customer base comprises a diverse range of C&I clients in industries such as manufacturing, logistics, and services.

Summary of Risk Factors

Our business is subject to multiple risks and uncertainties, as more fully described in the section titled “Risk Factors” and elsewhere in this prospectus. We urge you to read the section entitled “Risk Factors” and this prospectus in full. Our principal risks may be summarized as follows:

Risks Related to Our Business and Industry

Risks Related to Our Business in General

Risks Related to Doing Business in Singapore

Risks Related to Our Ordinary Shares and this Offering

Corporate History and Structure

On December 3, 1986, SLS was incorporated under the Singapore Companies Act as an exempt private company limited by shares. We currently conduct the majority of our business operations in Southeast Asia.

On June 26, 2025, SLS effectively acquired 1,000 shares representing 100% of the shares in the issued and paid-up share capital of LX from Teng Teng for an aggregate consideration of S$10,000. Following the acquisition, LX became a wholly owned subsidiary of SLS.

On October 14, 2025, Kewei Soh effectively acquired 1,050,000 shares representing 100% of the shares in the issued and paid-up share capital of SLS from Yao Yao for an aggregate consideration of approximately S$2.9 million. The consideration was determined based on the net asset value of SLS.

On October 21, 2025, SLS Cayman was incorporated under the laws of the Cayman Islands as an exempted company with limited liability. As part of the reorganization for the purpose of this offering and listing on Nasdaq, one ordinary share of par value US$0.000005 was transferred from the initial subscriber to Kewei Soh on November 3, 2025. On the same day, further shares were issued and allotted to the following applicants:

On October 30, 2025, Infinity Saber Tiger Holdings Limited (“BVICo”) was incorporated under the laws of the British Virgin Islands as a BVI Business Company. As part of the reorganization, one ordinary share was transferred from the initial subscriber to SLS Cayman on October 30, 2025.

On December 2, 2025, as part of the reorganization, 1,000 ordinary shares were issued and allotted to the following applicants:

On December 9, 2025, BVICo effectively acquired 1,050,000 shares representing 100% of the shares in the issued and paid-up share capital of SLS from Kewei Soh for an aggregate consideration of approximately S$2.9 million. The consideration was determined based on the net asset value of SLS.

On July 1, 2026, as part of the reorganization, an additional of 9,998,000 Ordinary Shares were issued and allotted to the following applicants at par value:

On July 1, 2026, 900,000 Ordinary Shares were transferred from CHJD Investment Limited to the following individual transferee:

On July 3, 2026, CHJD Investment Limited surrendered to SLS Cayman at nil consideration 100,000 Ordinary Shares for cancellation. Following the aforesaid surrender, on July 3, 2026, an additional 100,000 Ordinary Shares were issued and allotted to the following applicant at par value:

For more details, see “Corporate History and Structure.”

The chart below sets out our corporate structure as of the date of this prospectus:

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those 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, or Section 404, 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. We have elected to take advantage of the benefits of this extended transition period provided under the JOBS Act for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenue of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We are an “emerging growth company” as the term is used in the JOBS Act and, as such, we are subject to certain reduced public company reporting requirements. For the applicable disclosure, see “Risk Factors — Risks Related to Our Ordinary Shares and This Offering.”

Implications of Being a Foreign Private Issuer

Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

In addition, as an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. Even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from such rules and will continue to be permitted to follow our home country practice as to the disclosure of such matters.

Market and Industry Data

This prospectus contains estimates and information concerning our industry, including our market position and the size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to place undue reliance on these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Conventions That Apply to This Prospectus

Unless otherwise indicated or the context otherwise requires and for purposes of this prospectus only, references to:

We conduct our business operations primarily in Singapore and maintain our books and records in Singapore dollars. Our functional currency is the Singapore dollar and our reporting currency is the United States dollar. This prospectus contains translations of Singapore dollars into U.S. dollars solely for the convenience of the reader.

Unless otherwise indicated, (a) information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional ordinary shares, and (b) references in this prospectus to this offering are to our offering of ordinary shares pursuant to this prospectus and (c) information in this prospectus does not include the ordinary shares reserved for future issuance under our share incentive plan.

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.

Corporate Information

We were incorporated in the Cayman Islands as an exempted company with limited liability on October 21, 2025.

Our registered office in the Cayman Islands is at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our principal executive office is at 30 Kranji Loop, Unit #02-12, Singapore 739570. Our telephone number at this location is +65 67483226. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our principal website address is www.sinlianseng.com.sg. The information contained on our website does not form part of this prospectus.

Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

THE OFFERING

Pursuant to a separate resale prospectus included in the registration statement of which this prospectus forms a part, we are also registering 1,470,000 ordinary shares for resale by certain Selling Shareholders. No sales of the ordinary shares covered by the Resale Prospectus shall occur until the ordinary shares sold in our initial public offering begin trading on Nasdaq. Once, and if, our ordinary shares are listed on Nasdaq and begin trading and the initial public offering as set forth in this initial public offering prospectus is completed, the Selling Shareholders may sell their shares from time to time at the market price prevailing on Nasdaq at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers. Please see “Risk Factors — Risks Related to Our Ordinary Shares and This Offering” for certain risks related to the concurrent registration of shares in the resale offering.

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated statements of operations and comprehensive income (loss) data and cash flow data for the years ended June 30, 2024 and 2025, and summary consolidated balance sheets data as of June 30, 2025, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations and comprehensive income (loss) data and cash flow data for the six months ended December 31, 2024 and 2025, and summary consolidated balance sheets data as of December 31, 2025, have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with the U.S. generally accepted accounting principles, or U.S. GAAP.

Our historical results are not necessarily indicative of results to be expected for any future period. The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Summary Consolidated Statements of Operations and Comprehensive Income Data

Summary Consolidated Balance Sheets Data

Summary Consolidated Statements of Cash Flow Data

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and elsewhere in the prospectus as referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We operate two distinct lines of business with different economics and risk profiles. Failure to coordinate strategy, capital allocation and controls across these businesses could materially and adversely affect our results.

We manage an inventory- and receivables-intensive fastener supply operation alongside a project-based solar Engineering, Procurement, and Construction (“EPC”) business. These activities require different systems, talent and risk controls. Misallocation of working capital, inconsistent project governance, or gaps in internal controls could lead to stock-outs, cost overruns, delayed collections or bid losses, and could divert management attention from higher-return opportunities. We have limited experience scaling both business models concurrently. Any of the foregoing, individually or in the aggregate, including adverse changes in working-capital needs, inventory write-downs, project cost growth, increased variability in earnings and cash flows, control deficiencies, or reputational harm, could materially and adversely affect our business, financial condition, results of operations and prospects.

We depend significantly on the procurement of finished products, and various factors may result in an inadequate supply or result in an increase in our costs in order to secure sufficient products to meet our deliverable requirements to customers.

Our fasteners business depends on qualified suppliers, while EPC projects require timely supply of modules, inverters, mounting structures and other balance-of-system components. Although all the finished products are provided by the suppliers which are typically reliable, it is nevertheless possible for there to be an inadequate supply of finished products due to a breach in performance obligation(s) by a certain supplier, or for any other reason, which could hamper our business and operations. Additionally, any error in our estimate or any change in market conditions by the time the products are delivered may lead to a shortfall in the fasteners to fulfill the orders placed by our customers. Even in situations where it is possible to meet our customers’ requirements or demands, our inability to predict the transportation lead time may result in an increase in our costs if we are required to secure sufficient products from alternative sources or suppliers. Although we may seek to pass on some or all of any such additional costs to customers, we cannot assure you that we will be successful in doing so. This may adversely affect our business, financial condition, results of operations, cash flows and prospects.

It is also possible that from time to time, one or more of our existing suppliers may discontinue their supply of finished products to us, and any inability on our part to procure the products from alternative suppliers in a timely fashion, or on commercially acceptable terms, may adversely affect our operations. If, for any reason, primary suppliers curtail or discontinue their delivery of the products to us in the quantities we need, or on commercially acceptable terms, our delivery schedules could be disrupted, and our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

Our operations are dependent on the availability and price of products such as fasteners, engineering components, solar modules and inverters. We are exposed to fluctuations and regulations in the supply of, or demand for, fasteners and engineering components, solar modules and inverters, along with the conditions underlying such fluctuations, which could adversely affect the products transaction volume and price. Any increase in the cost of or shortfall in the availability of the products could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We source our finished products from our suppliers, which are predominantly fasteners, engineering components, solar modules and inverters. We are not involved in the milling, processing and/or refining of raw materials used to produce the finished products that we sell to our customers. We purchase fasteners from our suppliers, after which the suppliers engage with third-party freight and/or shipping companies for the transportation of these products to our designated warehouses, and then distribute these products to our customers. In addition, LX sources engineering components, solar modules, inverters, and other equipment from third-party suppliers and engages qualified subcontractors to carry out installation, commissioning, and construction works. The products and equipment procured for EPC projects are generally delivered directly to project sites by the suppliers or logistics service providers appointed by them. While LX oversees coordination, quality assurance, and project completion, it does not handle the inventory as in the fasteners trading business. Nevertheless, our business is highly dependent on the price reasonability and availability of high-quality materials which serve as inputs that our suppliers use to manufacture the products that we distribute to our customers.

The price and availability of such materials depend on several factors beyond our control, including overall economic conditions, government price stabilization measure, production levels, market demand and competition for such materials, production and transportation costs, duties and taxes and trade restrictions. Negative developments pertaining to such factors may have an adverse impact on the availability and prices of raw materials used in our suppliers’ manufacturing operations, which may consequently increase the costs of our operations as well as negatively affect our business, financial condition, results of operations, cash flows and prospects.

The volumes of supply and demand for our products vary from time to time resulting from changes in resource availability, government policies and regulations, costs of production, demand in end markets for fasteners, engineering components, solar modules and inverters.

Changes in the fluctuation conditions may also adversely impact our results of operations and financial performance. For example, a decline in economic and global financial conditions or in a specific country, region or sector may cause decline in the supply of or demand for fasteners, engineering components, solar modules and inverters in such country, region or sector, thus negatively affecting our business, results of operations, and earnings. Other examples of conditions which might result in fluctuations in the supply of, or demand for, fasteners, engineering components, solar modules and inverters include that: (i) the insolvency of key suppliers, particularly those with whom we have been cooperating for many years, could result in supply chain difficulties, unmatched fasteners price exposure and/or a reduction in fasteners available for us and our customers; (ii) a significant reduction or increase in prices could result in customers or suppliers, as the case may be, being unwilling or unable to honor their contractual commitments to purchase or sell the products on pre-agreed pricing terms; and (iii) a decline in the value of inventories may result in write-downs. In the event that the supply of products decreases so that price of them increases, and that we are unable to pass on the entirety or a majority of such increase in costs to our customers, our financial performance may be adversely affected.

We procure products from our suppliers and utilize the services of certain third-party service providers for our operations. Any deficiency or interruption in their services could adversely affect our business, financial condition, results of operations, cash flows and prospects.

We rely on our suppliers for the supply of finished products which we purchase. We also utilize and depend on the services of certain third-party service providers for our operations. For instance, our customers rely on third-party transport providers, shipping lines, and transport companies for freight forwarding and shipping services. In the event that any of such third parties determine to terminate or breach their respective agreements with our customers, we cannot assure you that we will be able to obtain a replacement in a timely manner, or at all, which may reduce our sales volumes and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We cannot assure you that we will be successful in continuing to receive uninterrupted, high-quality service or products from our suppliers or various third parties on whom we rely for materially all of our current and future products and related services. Any termination or breach of contract, disruption or inefficiencies in the operations of these parties may adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our reliance on third-party subcontractors to perform substantial EPC work without clear agreements on scope, quality standards, indemnification, workplace safety responsibilities or liability allocation, increasing our exposure to disputes and operational risks.

We rely heavily on third-party subcontractors to execute a substantial portion of the EPC work for our projects. In many cases, we do not enter into comprehensive written contracts with these subcontractors that clearly define the scope of work, performance obligations, indemnification responsibilities, allocation of liabilities or remedies for breach. Instead, we typically issue purchase orders on a project-by-project or milestone basis. Such purchase orders generally do not provide adequate contractual protection regarding quality assurance, delivery obligations, intellectual property rights, or compliance with health, safety and labor requirements.

Because our role in these EPC projects primarily involves project management rather than direct execution, any failure, delay, non-performance or misconduct by our subcontractors may result in project defects, cost overruns, delays or disputes with our customers. In the event of a dispute between us and our customers, it may be unclear whether we or the subcontractors are responsible, and we may be unable to seek effective contractual recourse against the subcontractors due to the absence of a comprehensive agreement. As a result, we may be required to absorb liabilities, penalties, damages, warranty claims or customer compensation that should otherwise have been borne by the subcontractors.

In addition, since we do not have written agreements allocating responsibility for workplace safety, injuries, or accidents, we may be exposed to significant legal, financial and operational risks arising from workplace injuries, occupational safety violations, or other incidents involving subcontractor personnel at project sites. Depending on the applicable laws of the jurisdictions in which the projects are located, currently primarily Singapore, we could be held jointly or severally liable for such incidents even if subcontractors provide the labor and technical personnel. Any such liabilities could materially and adversely affect our reputation, financial condition, and results of operations.

If we fail to properly manage or oversee our subcontractors, or if disputes arise due to our lack of formal contractual arrangements, our business, financial condition, results of operations and prospects could be materially and adversely affected.

We are reliant on limited suppliers to meet the growing demands of our customers.

We rely on a limited number of suppliers to provide fasteners, engineering components, solar modules and inverter products to our customers. For the years ended June 30, 2024 and 2025, the Group has two (2) suppliers and two (2) suppliers exceeding 10%, accounting for approximately 80% and 70% in total, respectively, of the Group’s total purchases. For the year ended June 30, 2024, the Group’s top two (2) suppliers accounted for 41% and 39%, respectively, of total purchases, and for the year ended June 30, 2025, the Group’s top two (2) suppliers accounted for 47% and 23%, respectively, of total purchases. For the six months ended December 31, 2024 and 2025, the Group has three (3) suppliers and three (3) suppliers exceeding 10%, accounting for approximately 84% and 72% in total, respectively, of the Group’s total purchases. For the six months ended December 31, 2024, the Group’s top three (3) suppliers accounted for 46%, 28%, and 10%, respectively, of total purchases, and for the six months ended December 31, 2025, the Group’s top three (3) suppliers accounted for 38%, 23%, and 11%, respectively, of total purchases. The Group does not currently rely on any single-source suppliers for its raw materials or products. Such reliance on a limited number of suppliers may increase our risk of experiencing disruption in our business. As we do not have any long-term supply agreements, in the event we are unable to maintain supplier arrangements and relationships, if we are unable to contract with suppliers at the quantity and quality levels needed for our business, if any of our key suppliers becomes insolvent or experience other financial distress, including with respect to staffing and shipping of products, we could experience disruptions in our supply chain, which could have a material adverse effect on our financial condition, results of operations and cash flows.

For our fasteners, engineering components, solar modules, inverters, and other component products, we generally maintain cooperative relationships with multiple qualified suppliers, which allows us to effectively mitigate the risk of reliance on a single source of supply and to ensure prompt delivery, long-term product quality stability, and continued cost competitiveness. Although we continue to implement risk-mitigation strategies for single-source suppliers, we rely on a limited number of suppliers for certain of our products. If we are unable to maintain supplier arrangements and relationships, if we are unable to contract with suppliers at the quantity and quality levels needed for our business, or if any of our key suppliers becomes insolvent or experience other financial distress, we could experience disruptions in production, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We believe we have a good business relationship with our suppliers; however, there can be no assurance that we will be able to maintain a good relationship with them or renew our agreements with them on commercially reasonable terms, if at all. The Group acquired LX in June 2025 to expand into the clean energy and solar EPC industry. For our solar EPC industry, the solar module manufacturers, reputable inverter brands, and multiple structural system providers supplier base is well diversified, comprising multiple global and regional equipment manufacturers and service vendors. This reduces dependency on any single supplier and mitigates risks related to supply chain disruptions, price volatility, or product shortages. However, despite these measures, if we fail to continue our cooperation with such service providers, or if their business or operations are interrupted or fail, and we fail to find comparable alternatives on reasonable terms, our business may be materially and adversely affected.

Termination or interruption of informal supply arrangements could have a material adverse effect on our business or results of operations.

Although we have long-term relationships with many of our suppliers, we do not have any formal agreements with any suppliers for the purchase of products needed and our purchases are made on a purchase order basis. We have no binding commitment from our suppliers to supply any specified quantity of materials needed within any specified time period. In the event that our suppliers receive a large number of orders from other customers, there is a possibility that they will not be able to support our needs. If any of our current suppliers were to be unable to provide needed products to us, there can be no assurance that alternate supply arrangements will be made on satisfactory terms. If we need to enter into supply arrangements on unsatisfactory terms, or if there are any delays to our supply arrangements, it could adversely affect our business and operating results.

A significant portion of our revenue was generated from a limited number of customers. Any significant decrease in the number of purchase orders with our major customers may materially and adversely affect our financial condition and operating results.

For the six months ended December 31, 2024 and 2025 and during the years ended June 30, 2024 and 2025, a significant portion of our revenue was derived from a small number of customers. For the years ended June 30, 2024 and 2025, the Group has one (1) customer and three (3) customers accounting 10% or more of our Group’s total revenue, contributing approximately 13% and 38% in total, respectively, of the Group’s total revenue. For the six months ended December 31, 2024 and 2025, the Group has two (2) customers and four (4) customers accounting 10% or more of our Group’s total revenue, contributing approximately 30% and 55% in total, respectively, of the Group’s total revenue.

There is no assurance that we will continue to receive orders or secure contracts from our major customers in the future. If there is a significant decrease in the number of orders or contracts from our major customers, and we are unable to secure suitable projects of comparable size and quantity as replacements from other customers, our financial condition and operating results would be materially and adversely affected. In addition, in the event that our major customers experience any financial difficulties or cash flow problems, this may result in delay or default in payments to us, in which case our business could be materially and adversely affected.

Our suppliers and customers may be subject to extensive government regulations and if they fail to obtain, maintain or renew required statutory and regulatory licenses, permits and approvals required for the products, our business, financial condition, results of operations, cash flows and prospects may be adversely affected.

Our suppliers and customers may be subject to extensive government regulations and may be required to obtain and maintain a number of statutory and regulatory licenses, permits, certificates and approvals. We purchased a substantial amount of our products from suppliers in China, and they may also be required to comply with PRC rules and regulations governing the manufacture and delivery of products. To ensure that our operations are not disrupted by such regulatory requirements, we seek suppliers that have the relevant licenses, permits, certificates and approvals required to transport the products into their markets and to receive deliveries of such products.

While we have not encountered any incident in the past involving non-compliance by any of our suppliers or customers, we cannot assure you that all our suppliers and/or customers would have obtained or renewed the relevant permits, certificates and approvals prior to entering into any transaction with us. If our suppliers and customers do not receive such approvals or are not able to renew the approvals in a timely manner, our business and operations may be adversely affected. Further, the relevant authorities may initiate penal action against them, restrain their operations, impose fines or penalties, or initiate legal proceedings for their inability to renew/obtain approvals in a timely manner or at all, which will consequently have an adverse impact on our business, financial condition, results of operations, cash flows and prospects.

The approvals required by our suppliers and customers may also be subject to numerous conditions and we cannot assure you that these would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. If there is any failure by our suppliers and customers to comply with the applicable regulations or if the regulations governing their businesses are amended, they may incur increased costs, be subject to penalties, have their approvals and permits revoked or suffer a disruption in their operations, any of which would in turn adversely affect our business.

We engage various third-party suppliers, some of which may operate manufacturing facilities and processing plants. We cannot assure you that the suppliers operating such manufacturing facilities and processing plants will be able to obtain and maintain relevant approvals for continuous operations of such facilities. Failure of such suppliers to maintain requisite government approvals may lead to a disruption at the manufacturing facilities and consequently in the production and supply of the products that we distribute, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

If we cannot manage the growth of our business or execute our strategies effectively, our business and prospects may be materially and adversely affected.

We have experienced rapid growth since our inception. Our total revenues were approximately S$5.5 million and S$7.1 million ($5.5 million) for the years ended June 30, 2024 and 2025, respectively and were approximately S$2.9 million and S$3.7 million ($2.8 million) for the six months ended December 31, 2024 and 2025, respectively. However, our historical growth rates may not be indicative of our future growth. We cannot assure you that we will be able to achieve similar results or grow at the same rate as we did in the past.

Our business and prospects may be materially and adversely affected if we fail to manage our growth or execute our strategies to attract and retain a critical mass of customers. Our business has become increasingly complex as the scale, diversity and geographic coverage of our business and our workforce continue to grow. We are still in the process of integrating various business functions and establishing synergies. We also anticipate further expansion in the United States and Southeast Asia markets. Such expansion will increase the complexity of our operations and place a significant strain on our management, operational and financial resources.

Moreover, our current and planned staffing, systems, policies, procedures and controls may not be adequate to support our future operations. To effectively manage the expected growth of our operations and personnel, we will need to continue to improve our transaction processing, operational and financial systems, policies, procedures and internal controls, which could be particularly challenging if we start new business operations in new business sectors or geographic areas. These efforts will require significant managerial, financial and human resources. The emergence of new disruptive business models and technology could also impose risks on our future growth. We may fail to compete effectively with such new models or technology. We cannot assure you that we will be able to effectively manage our growth or to implement all these systems, procedures, control measures, business models and technological developments successfully. If we are not able to manage our growth effectively, our business and prospects may be materially and adversely affected.

Our business is dependent on certain major clients and changes or difficulties in our relationships with our major customers may harm our business and financial results.

There were certain customers individually represented more than 10% of our total revenue, or whose accounts receivable balances individually represented 10% or more of our total accounts receivable and our total purchases for the fiscal years ended June 30, 2024 and 2025.

If we cannot maintain long-term relationships with the major customers or replace the major customers from period to period with equivalent customers, the loss of such sales could have an adverse effect on our business, financial condition and results of operations. In addition, some of our customers are also concentrated in certain highly regulated industry like construction, that are, or may be, increasingly subject to governmental regulation, sanctions and intervention. Increased regulation, changes in existing regulation or increased governmental intervention in the industries in which our customers operate may adversely affect the growth of their respective businesses and therefore negatively impact our revenues. Any economic or political event or regulatory developments or worsening economic conditions affecting our customers could reduce our customers’ ability to purchase our services and may adversely affect our business, financial condition, and results of operations.

We are reliant on suppliers for our supply of products. The lack of long-term contracts at fixed prices with our suppliers may have an adverse effect on the price and availability of our products. If we fail to maintain a good relationship with them, or find alternatives on reasonable terms, our business and financial performance may be materially and adversely affected.

We source our products we sell from our suppliers. Our business, results of operations, financial condition and prospects could be materially and adversely impacted if we are unable to continue sourcing sufficient volumes of quality products from current suppliers or expand our sourcing network to include new suppliers on reasonable terms and prices. As we do not have any long-term supply agreements with our suppliers, we cannot assure you that we will be able to maintain our existing relationships with these suppliers and continue to be able to source our products in stable quantities and at a reasonable price or at all, which would materially and adversely affect our business and operation.

We typically place purchase orders for SLS in advance on a monthly or bi-monthly basis based on sales forecasts and inventory levels. However, for customized or project-specific items, we place purchase orders after receiving confirmed customer orders. For LX, we only issue purchase orders after we are awarded EPC projects by our customers. We do not enter into comprehensive written contracts with the subcontractors that perform the project-specific work. Instead, we rely on milestone-based or project-specific purchase orders to procure the required equipment, materials and technical personnel from third-party subcontractors based on each project’s specifications and timeline. Equipment and materials are usually delivered directly to project sites by suppliers or subcontractors. The absence of long-term contracts at fixed prices exposes us to volatility in the prices of materials and we cannot assure you that we will always be able to pass on any consequent cost increases from our suppliers to our customers, nor that volumes purchased by our customers can be maintained should selling prices to our customers increase. If our supply of products is interrupted for whatever reason or there are significant increases in the prices, our business, financial condition, results of operations and prospects may be materially and adversely affected. Changes in business conditions, force majeure, governmental changes and other factors beyond our control or that we do not presently anticipate could also affect our suppliers’ ability to deliver fasteners and engineering components, solar modules and inverters to us on a timely basis. Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects.

Our newer business lines have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.

We have a limited operating history in our solar EPC business, which makes it difficult to evaluate our current business and prospects. We acquired LX in June 2025 to expand into this area, and our short track record limits the basis for assessing future performance. Fixed price or milestone payment basis expose us to cost overruns from site conditions, permitting delays, labor productivity and supply constraints, and may trigger liquidated damages and performance guarantees we cannot fully pass through. Milestone billing can make revenue recognition uneven and lengthen days sales outstanding, while any advance procurement to secure lead times can result in excess or obsolete inventory and write-downs if projects defer or cancel. Any of the foregoing could reduce win rates, compress margins, delay cash collections and materially and adversely affect our results of operations.

We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, managing a complex regulatory landscape and developing and maintaining our network of commodity product suppliers. These risks are exacerbated by the additional requirements, and associated costs of compliance, we face as a publicly traded company. We may also face challenges in scaling our solar EPC business in a cost-effective manner, as we will rely on contracting with our suppliers, in order to meet the needs of our customers. We may not be able to fully implement or execute our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies. You should consider our business and prospects in light of the risks and difficulties we face as an early-stage company focused on solar EPC industry.

The execution of our growth strategy depends upon the continued availability of third-party financing arrangements for us and our customers, which is affected by general economic conditions. Tight credit markets could depress demand or prices for solar power products and services, hamper our expansion and materially affect our results of operations.

Most solar projects in Singapore require financing for development and construction with a mixture of property owner and third-party solar investment. The cost of capital affects both the demand and price of solar power projects. A high cost of capital may materially reduce the internal rate of return for solar projects.

Furthermore, solar projects compete for capital with other forms of fixed income investments such as government and corporate bonds. Some classes of investors compare the returns of solar projects with bond yields and expect a similar or higher internal rate of return, adjusted for risk and liquidity. Higher interest rates could increase the cost of existing funding and present an obstacle for future funding that would otherwise spur the growth of the solar power industry. In addition, higher bond yields could result in increased yield expectations for solar projects, which would result in lower system prices. In the event that suitable funding is unavailable, our customers may be unable to pay for services they have agreed to purchase and we may be unable to develop our own solar EPC projects. It may also be difficult to collect payments from customers facing liquidity challenges due to either customer defaults or financial institution defaults on project loans. Constricted credit markets may impede our expansion plans and materially and adversely affect our results of operations. Consequently, the availability and cost of funding solar projects is determined in part based on the perceived sovereign credit risk of the country where a particular project is located.

In light of the uncertainty in the global credit and lending environment, we cannot make assurances that solar offtakers and property owners, as well as financial institutions will continue to offer funding to solar project developers at reasonable costs. An increase in interest rates or a decrease in funding of capital projects within the financial market could make it difficult to fund solar power projects and potentially reduce the demand for solar projects, which may materially and adversely affect our business, results of operations, financial condition and prospects.

Our revenue generated from the solar EPC projects is mainly derived from projects which are non-recurrent in nature and there is no guarantee that our customers will provide us with new businesses. 

LX is a solar energy generation project developer and EPC solutions provider based in Singapore and specializes in the development, construction, and long-term operation of local solar photovoltaic (“PV”) systems. Our revenue generated from the Solar PV projects is typically derived from projects which are non-recurrent in nature and our customers are under no obligation to award projects to us. Starting from June 2025, our customers for our EPC projects primarily include commercial and industrial enterprises, and we secured new businesses through invitations for tender by customers. We leverage a network of independent consultants and specialist firms, engaged on a project-by-project basis, to support our business development and to provide advisory and consultancy services to customers. There is no assurance that we will be able to secure new contracts in the future. Accordingly, the number and scale of projects and the amount of revenue we are able to derive therefrom may vary significantly from period to period, and it may be difficult to forecast the volume of future business. In the event that we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contracts available for bidding in the future, our business, financial position and prospects could be materially and adversely affected.

Our project development and construction activities may not be successful, projects under development may not receive required permits, property rights, EPC agreements, interconnection and transmission arrangements, and financing or construction of projects may not commence or continue as scheduled, all of which could increase our costs, delay or cancel a project, and have a material adverse effect on our revenue and profitability. 

The development and construction of Solar PV projects involve known and unknown risks, many of which are not under our sole control. For example, we may be required to invest significant amounts of money for land use and interconnection rights, preliminary engineering and permitting and may incur legal and other expenses before we can determine whether a project is feasible; we may also need to engage and rely on third parties including, but not limited to, contractors and consultants. Success in developing a particular project is contingent upon, among other things:

● securing rooftop sites and related permits, including satisfactory environmental assessments;

● receipt of required land use and construction permits and approvals;

● receipt of rights to interconnect to the electric grid;

● availability of transmission capacity, potential upgrade costs to the transmission grid and other system constraints;

● payment of interconnection and other deposits (some of which are non-refundable);

● negotiation of satisfactory EPC agreements;

● obtaining construction financing, including debt, equity and tax credits; and

● timely and satisfactory execution and performance by the third parties that we engage.

In addition, successful completion of a particular project may be adversely affected by numerous factors, including:

● changes in laws, regulations and policies and shifts in trade barriers and remedies, especially tariffs;

● shortage of raw materials, components and equipment as well as skilled and qualified labors in Singapore;

● delays in obtaining and maintaining required governmental permits and approvals;

● increased costs of raw materials, components and equipment as well as qualified and licensed labors;

● potential challenges from local residents, environmental organizations, and others who may not support the project;

● unforeseen engineering problems; subsurface land conditions; construction delays; cost over-runs; labor, equipment and materials supply shortages or disruptions;

● failure to enter into EPC agreements on terms favorable to us, or at all;

● additional complexities when conducting project development or construction activities in Singapore, including compliance with applicable laws and customs; and

● force majeure events, including adverse weather conditions, pandemics, supply chain disruptions, hostilities and other events beyond our control.

If we are unable to complete the development of a solar EPC project or we fail to meet any agreed upon system level capacity or other technical performance guarantees or warranties or other contract terms, or our projects cause grid interference or other damage, the EPC or other agreements related to the project may, depending on the specific terms of the agreements, be terminated and/or we may be subject to significant damages, penalties and other obligations relating to the project, including obligations to repair, replace or supplement materials for the project. 

LX does not enter into formal EPC agreements or long-term written contracts with customers, subcontractors, or suppliers. In practice, during the preliminary quotation stage, we provide customers with a quotation sheet that includes the proposed payment schedule and the scope of materials and services to be provided. If the customer accepts our quotation, the project is subsequently carried out based on purchase orders (“POs”), invoices, and delivery orders. No formalized contract terms, milestone payment schedules, technical performance guarantees, or warranties are set forth in comprehensive written agreements.

Because our EPC-related activities rely on quotations, POs, and other informal documentation rather than detailed written contracts, we may be exposed to increased operational and counterparty risks, including limited enforceability, pricing uncertainty, and reduced remedies in the event of disputes, delays, or non-performance. In addition, shortages of components or qualified subcontractors, or unexpected increases in raw material or labor costs, may negatively affect our ability to complete projects on schedule or within budget and may adversely affect our margins and results of operations.

Developing and operating Solar PV projects exposes us to various risks. 

The development of Solar PV projects can take many months or years to complete and may be delayed for reasons beyond our control. It often requires us to make significant up-front payments for, among other things, land use rights, interconnection work and permitting in advance of commencing construction, and revenue from these projects may not be recognized for several additional months following contract signing. Any inability or significant delays in entering into sales contracts with customers after making such up-front payments could adversely affect our business and results of operations. Furthermore, we may become constrained in our ability to simultaneously fund our other business operations and invest in other projects.

Developing Solar PV projects requires significant management attention to negotiate the terms of our engagement and monitor the progress of the projects which may divert management’s attention from other matters. Our revenue and liquidity may be adversely affected to the extent the market for solar projects weakens or we are not able to successfully complete the customer acceptance testing due to technical difficulties, equipment failure, or adverse weather, and we are unable to sell our solar projects at prices and on terms and timing that are acceptable to us. Additionally, we are subject to a variety of risks associated with intense market competition, changing regulations and policies, insufficient demand for solar or power, technological advancements and the failure of our power generation facilities. The Solar PV EPC industry is highly competitive and fragmented, with numerous local and regional contractors, as well as large, well-capitalized companies, competing for projects. Competition in the Solar PV EPC market is primarily based on pricing, technical capabilities, project execution experience, financial resources, customer relationships and the ability to meet project timelines and performance requirements.

As a result of this intense market competition, we may experience pricing pressure, reduced profit margins, difficulty in securing new projects or retaining existing customers, and increased costs associated with bidding for and executing projects. In addition, some of our competitors may have greater financial, technical or operational resources, longer operating histories or stronger brand recognition than we do, which could place us at a competitive disadvantage. If we are unable to compete effectively in the Solar PV EPC market, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

We are subject to a variety of laws, regulations and policies of the government of Singapore where we do business. Any changes to these laws, regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar power products, solar projects and solar electricity, which may significantly reduce demand for our products and services or otherwise adversely affect our financial performance.

We are subject to a variety of laws and regulations in Singapore where we do business, some of which may conflict with each other and all of which are subject to change. These laws and regulations include energy regulations, export and import regulations, tax laws and regulations, environmental regulations, labor laws regulations and other government requirements, approvals, permits and licenses. We may also face trade barriers and trade remedies such as export requirements, tariffs, taxes and other restrictions and expenses, including antidumping and countervailing duty orders, which could increase the prices of our supplies.

The market in Singapore for solar power, solar projects and solar electricity is heavily influenced by government regulations and policies concerning the electric utility industry, as well as policies disseminated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation, and could deter further investment in the research and development of alternative energy sources as well as customer purchases of solar power technology, which could result in a significant reduction in the potential demand for our solar power services and solar projects and solar electricity.

We expect that our solar power products and their installation will continue to be subject to government regulations and policies relating to safety, utility interconnection and metering, construction, environmental protection, and other related matters. Any new regulations or policies pertaining to solar power products may result in significant additional expenses to us and our customers, which could cause a significant reduction in demand for our solar power and battery storage products.

In our energy business, we are subject to numerous laws and regulations. Changes in applicable energy laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If we fail to comply with these requirements, we could also be subject to civil or criminal liability and the imposition of fines. Further, national, regional or local regulations and policies could be changed to provide for new rate programs that undermine the economic returns for both new and existing projects by charging additional, non-negotiable fixed or demand charges or other fees or reductions in the number of projects allowed under net metering policies.

Regulatory changes in Singapore where we are developing a solar project may make the continued development of the project infeasible or economically disadvantageous and any expenditure that we have previously made on the project may be wholly or partially written off. Any of these changes could significantly increase the regulatory related compliance and other expenses incurred by the projects and could significantly reduce or entirely eliminate any potential revenues that can be generated by one or more of the projects or result in significant additional expenses to us and customers, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We also face regulatory risks imposed by various transmission providers and operators, including grid transmission operators, and their corresponding market rules. These regulations may contain provisions that limit access to the transmission grid or allocate scarce transmission capacity in a particular manner, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

If we are unable to successfully attract new customers or retain and expand relationships with existing customers, our ability to grow our business in solar EPC projects, and our financial condition and results of operations, may be materially and adversely affected. 

As a developer and solutions provider of solar EPC projects for solar energy in Singapore, our business growth and financial success are highly dependent on our ability to secure new EPC contracts and maintain ongoing relationships with existing customers, including project owners and investors. The solar industry is competitive and rapidly evolving, with customers often considering multiple EPC providers before awarding contracts. If we fail to effectively market our services, differentiate our technical capabilities, or offer competitive pricing, we may not be able to attract sufficient new business.

Moreover, our existing customers may not continue to engage us for follow-on projects due to changes in their project development plans, shifts in investment priorities, dissatisfaction with our performance, competitive pressures, or other factors beyond our control. A failure to retain key customers or secure repeat business would limit our revenue base, reduce economies of scale, and erode our market position.

In addition, the success of solar EPC projects often depends on long-term relationships and trust, as customers seek providers that can reliably deliver high-quality projects on time and on budget. If we experience project delays, quality issues, cost overruns, or customer service deficiencies, it could damage our reputation and discourage future engagements.

The solar market’s cyclical nature and dependency on government incentives and regulatory policies also mean that the pool of available new projects can fluctuate significantly, making customer acquisition more challenging. If we are unable to expand our customer base or if existing customers significantly scale back their investments in solar energy or choose competitors over us, our revenue, profitability, and overall business operations would be materially and adversely affected.

Our business is subject to intense competition, and we may fail to compete successfully against existing or new competitors, including certain matured large-scale enterprises, which may reduce demand for our services and fasteners we sell, reduce operating margins, and result in loss of market share, departures of qualified employees and increased capital expenditures.

The fasteners industry in Singapore is intensely competitive. Our current or potential competitors include major companies in Singapore that supply fasteners, including bolts, nuts, anchors, washers, and other hardware components commonly used in construction, manufacturing, and engineering applications.

We face a variety of competitive challenges with respect to sourcing fasteners efficiently, pricing our products competitively, anticipating and quickly responding to changes in customer demands, maintaining favorable brand recognition and providing quality services, finding sources of warehousing and logistics of good quality, and other potential challenges. If we cannot properly address these competitive challenges, our business and prospects would be materially and adversely affected.

Some of our current and potential competitors, especially major companies in the fasteners industry in Singapore that offer a wide range of product categories, have significantly greater financial, marketing and other resources. Certain competitors may be able to secure products from suppliers on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory policies, and devote substantially more resources to website and system development. Increased competition may reduce our operating margins, market share and brand recognition, or force us to incur losses. There can be no assurance that we will be able to successfully compete against current and future competitors, and competitive pressures may have a material adverse effect on our business, prospects, financial condition and results of operations.

Any quality issues of the products offered by our suppliers or any negative publicity with respect to us, our suppliers and other partners, as well as the fasteners industry and solar EPC industry in general, may materially and adversely affect our business and results of operations.

The risk management system we operate to demand authenticity and quality of the products our suppliers provide has performed well and gained us trust among our customers. We believe that market recognition is key to our future success. As we continue our growth in size and broaden the scope of our services, however, it will be increasingly difficult to control the quality of fasteners, engineering components, solar modules and inverters sold by our suppliers, and to maintain the efficiency and quality of our services, failure of which may negatively impact our market reputation. The failure to maintain and to further enhance our market recognition and corporate reputation may materially and adversely affect our business, financial condition and results of operations.

Many factors, some of which are beyond our control, may negatively impact on our corporate reputation if not properly managed. These factors include our ability to provide superior services to our customers, successfully conduct marketing and promotional activities, manage relationships with and among suppliers and logistics service providers, control quality of the products sold by our suppliers, monitor the quality of services provided by logistics service providers, deal with complaints timely, manage negative publicity of us as well as of suppliers and warehousing and logistics service providers, and maintain a positive perception of our Group, our peers and the fastener industry and solar EPC industry in general. Specifically, for SLS, reputation mainly depends on product quality, delivery reliability, and customer service. For LX, it depends on project execution quality, system performance, and subcontractor management. Any failure to maintain these standards or manage negative publicity could harm our reputation and adversely affect our business and financial performance.

Any actual or perceived deterioration of our service quality, which is based on an array of factors including product quality, customer satisfaction, rate of complaints or rate of accidents, could subject us to damage such as loss of important customers. Any negative publicity directed against us, the fastener industry and solar EPC industry in general or our business partners could cause damage to our corporate reputation and lead to further changes to government policies and the regulatory environment. If we are unable to promote our market recognition and protect our corporate reputation, we may not be able to maintain and grow our customer base, and our business and growth prospects may be adversely affected.

Our past performance may not be indicative of our future results. We plan our operating budget and incur fixed expenses based on expected revenue. If our expected revenue fails to realize for any reason, we may not be able to adjust our expenses in a timely manner and our business, financial condition and results of operations may be materially and adversely affected.

Although SLS, one of our Operating Subsidiaries, was established in 1986, our revenue growth and, consequently, results of operations are difficult to predict. The Group also acquired LX in June 2025 to expand into the clean energy and solar EPC industry. In October 2025, Mr. Soh Kewei, our director and Chief Operating Officer, acquired 100% of the equity interests in SLS from its former controlling shareholder, Mr. Yao Yao. Following this change in ownership and control, our Operating Subsidiaries’ historical operating results may not be indicative of its future performance, and we may face integration, management, or operational challenges that could adversely affect our results of operations.

We plan our operating expense levels based primarily on forecasted revenue levels. A shortfall in revenue could lead to operating results being below expectations as we may not be able to quickly reduce our fixed expenses in response to short-term revenue shortfalls. We have experienced fluctuations in revenue and operating results and anticipate that these fluctuations will continue until we achieve a critical mass with our product sales.

These fluctuations can result from a variety of factors, including economic conditions worldwide, as well as economic conditions specific to the manpower services industry, which could affect the ability of our customers to purchase our products and could result in a reduction in elective operative procedures; governmental regulations; the timing of regulatory approvals; the uncertainty surrounding our ability to attract new customers and retain existing customers; the timing of operating expenses relating to the expansion of our business and operations; changes in the pricing of our products and those of our competitors; the development of similar applications by our competitors in manpower sourcing services; and actual events, circumstances, outcomes, and amounts differing from assumptions and estimates used in preparing our operating plan and how well we execute our strategy and operating plans.

As a consequence, operating results for a particular future period are difficult to predict, and prior results are not necessarily indicative of future results. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on our business.

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our trademarks, service marks, trade secrets and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in our business, whether owned by us or licensed to us, may adversely affect our business and reputation.

We rely on trademark, trade secret and other intellectual property law, as well as confidentiality agreements with our employees and others to protect our intellectual property rights. Despite our precautions, third parties may obtain and use intellectual property that we own or license without our consent. The unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights may materially and adversely affect our business.

The measures we take to protect our intellectual property rights may not be sufficient or adequate to prevent infringement on or misuse of our intellectual property. Any unauthorized use of our intellectual property by third parties may adversely affect our current and future revenues and our reputation. Preventing unauthorized uses of intellectual property rights could be difficult, costly and time-consuming. Moreover, litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

We may need to defend ourselves against patent, trademark or other proprietary rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our products, and solutions development for automotive electronics, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. Our applications and uses of patents and trademarks relating to our design, software or artificial intelligence technologies could be found to infringe upon existing patents and trademark ownership and rights.

Additionally, we may fail to own or apply for key trademarks in a timely fashion, or at all, which may damage our reputation and brand. Additionally, we receive from time-to-time letters alleging infringement of patents, trademarks or other intellectual property rights by us. If the similar trademark were to pass the preliminary review by the Singapore regulatory authorities, we plan to contest against the application decision in question during the announcement period.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our business, financial condition and results of operations.

We are vulnerable to natural disasters, health epidemics (such as the COVID-19 pandemic), and other calamities. Any of such occurrences could cause severe disruption to our daily operations, and may even require a temporary closure of facilities and logistics delivery networks, which may disrupt our business operations and adversely affect our results of operations. In addition, our results of operations could be adversely affected to the extent that any of these catastrophic events harm the Singapore economy in general.

We may incur losses in the future. Our inability to effectively manage our growth could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

For the fiscal years ended June 30, 2024 and 2025, our total revenue was approximately S$5.5 million and S$7.1 million (US$5.5 million), respectively, representing an increase of approximately 29.1%. For the fiscal years ended June 30, 2024 and 2025, our net income was approximately S$0.1 million and S$1.2 million (US$1.0 million), respectively, representing a significant increase year over year. For the six months ended December 31, 2024 and 2025, our total revenue was approximately S$2.9 million and S$3.7 million (US$2.8 million), respectively, representing an increase of approximately 26.9%. Our inability to manage our expansion effectively and execute our growth strategy in a timely manner, or within budget estimates, or our inability to meet the expectations of our customers and other stakeholders, could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. We intend to continue expanding our business. Our future prospects will depend on our ability to grow our business and operations, which could be affected by many factors, including our ability to introduce new products and maintain the quality of the products, general political and economic conditions, government policies or strategies in respect of specific industries, prevailing interest rates, price of products we procure and energy supply.

Despite generating net profit in the last two fiscal years, we anticipate that our operating expenses, together with the increased general administrative expenses of a growing public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our product offering. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis in the foreseeable future.

In order to manage our growth effectively, we must implement, upgrade and improve our operational systems, procedures and internal controls on a timely basis. If we fail to implement these systems, procedures and controls on a timely basis, or if there are weaknesses in our internal controls that would result in inconsistent internal standard operating procedures, we may not be able to meet our customers’ needs, hire and retain new employees or operate our business effectively. Moreover, our ability to sustain our rate of growth depends significantly upon our ability to select and retain key managerial personnel, maintain effective risk management practices and train managerial personnel to address emerging challenges.

We cannot assure you that our existing or future management, operational and financial systems, procedures and controls will be adequate to support future operations or establish or develop business relationships beneficial to future operations. Failure to manage growth effectively could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our funding requirements and proposed deployment of the net proceeds from this offering are based on management estimates and may be subject to changes based on various factors, some of which are beyond our control.

Our funding requirements and deployment of the net proceeds from this offering are based on internal management estimates, based on assumptions, current market conditions and our business plan. Our funding requirements may be subject to changes based on various factors such as financial and market conditions, business and strategy, competition, negotiation with vendors, variation in cost estimates on account of factors and other external factors such as changes in the business environment and interest or exchange rate fluctuations, which may not be within the control of our management. We operate in a highly competitive and dynamic industry and may have to revise our estimates from time to time on account of changes in external circumstances or costs, or changes in other financial conditions, business or strategy. This shift may entail rescheduling, revising or cancelling planned expenditure and funding requirements at our discretion, which may increase our overall operating expenses and reliance on third party advisory services to access any material variations, all of which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

If we are unable to introduce new products and respond to changing consumer preferences in a timely and effective manner, the demand for our products may decline, which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. There is no guarantee that we will be successful in the new business segments or products that we plan to expand into.

The success of our business depends upon our ability to anticipate and identify changes in consumer preferences and offer products that consumers require. Consumer preferences are influenced by a number of factors beyond our control, such as the prices of alternative products and economic conditions. Although we seek to identify such trends and introduce new products, we recognize that customer tastes cannot be predicted with certainty and can change rapidly, and that there is no certainty that these will be commercially viable or effective or accepted by our customers, or that we will be able to successfully compete in such new product segments. Our failure to successfully predict such consumer preferences and trends as they relate to our selection of products in a cost effective and/or timely manner could increase our costs and lead to us being less competitive in terms of our prices or variety of products we sell, which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

Before we can introduce a new product, we must successfully execute a number of steps, including obtaining required approvals and registrations, effective branding and marketing strategies for target customers, while engaging with the relevant third-party suppliers to increase or change the nature and quantities of the finished products supplied. We also depend on the successful introduction of new production and manufacturing processes by our suppliers such as manufacturing facilities and processing plants to create innovative products, achieve operational efficiencies and adapt to advances in, or obsolescence of technology. We cannot assure you that our suppliers will be able to successfully keep up with technological improvements in order to meet our customers’ needs or that the technology developed by others will not render our products less competitive or attractive. Our failure to successfully adopt such technologies in our selection of third-party suppliers and/or service providers in a cost effective and/or timely manner could increase our costs and lead to us being less competitive in terms of our prices or quality of products we sell, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

The commercialization process of a new product would require us to spend considerable time and capital. Delays in any part of the process, our inability to obtain necessary regulatory approvals for the products or failure of a product to be successful at any stage could adversely affect our business. Any failure to successfully introduce new products could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects.

Risks Related to Our Business in General

We, or the contractors we engage, may fail to obtain and maintain licenses and permits which may in future be necessary for the conduct of our operations in Singapore, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the industries in which we operate in Singapore.

While we are not required to obtain or maintain any specific licenses or permits in Singapore for our existing scope of business, the contractors we engage (who provide the relevant services that enable us to fulfil our contractual obligations to our customers) may be required to obtain and maintain such approvals, licenses, permits and filings as may be necessary for them to provide such relevant services to us. In addition, although our current business activities do not require any licenses or permits in Singapore, we may be required to obtain and maintain other approvals, licenses, permits and filings if the scope of our business changes. Whether such approvals, licenses, permits and filings are obtained is subject to satisfactory compliance with, among other things, the applicable laws and regulations. If we are unable to obtain any of such licenses and permits or extend, alter or renew any of the future licenses or permits upon their expirations, or if it is required to incur significant additional costs to obtain, extend, alter or renew these future licenses, permits and approvals, we may not be able to undertake any such changes to our scope of business, and our future operations could be materially and adversely affected.

Competition could result in a reduction in our market share or require us to incur substantial expenditure on advertising and marketing, either of which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

We compete with several regional and local companies, as well as large multi-national companies that are larger and have substantially greater resources than we do. We also face competition from new entrants, who may have more flexibility in responding to changing business and economic conditions. Competition in our business can be based on, among other things, pricing, innovation, perceived value, brand recognition, promotional activities, advertising, special events, new product introductions and other activities. It is difficult for us to predict the timing and scale of our competitors’ actions in these areas. We expect competition to continue to be intense as our existing competitors expand their operations and introduce new products. Our failure to compete effectively, including any delay in responding to changes in the industry and market, together with increased spending on advertising, may affect the competitiveness of our products, which may result in a decline in our revenues and profitability.

Some of our competitors may be larger than us, or develop alliances to compete against us, have more financial and other resources and have products with greater brand recognition than ours. In certain regions, our competitors may have better access to, or exclusive arrangements for procuring, products similar to ours and may obtain them at lower cost, enabling them to sell at lower prices. As a result, we cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors, or that our business, financial condition, results of operations, cash flows and prospects will not be adversely affected by increased competition.

We are dependent on a number of key personnel, including our senior management, and the loss of, or our inability to attract or retain such persons could adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our performance depends largely on the efforts and abilities of our senior management and other key personnel. We believe that the inputs and experience of our key managerial personnel are valuable for the development of business and operations and the strategic directions taken by us. We cannot assure you that we will be able to retain these employees or find adequate replacements in a timely manner, or at all. We may require a long period of time to hire and train replacement personnel if or when such qualified personnel terminate their employment with us. We may also be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting employees that our business requires. Competition for qualified personnel with relevant industry expertise is intense and the loss of the services of our key personnel may adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may, from time to time, be subject to legal proceedings or administrative penalties during the course of our business operations.

We may be subject to legal proceedings or administrative penalties from time to time in the ordinary course of our business, which could have a material adverse effect on our business, results of operations and financial condition. Claims arising out of actual or alleged violations of law could be asserted against us by consumers and businesses that utilize our services, by competitors, or by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to those related to product liability, consumer protection, intellectual property, unfair competition, privacy, labor and employment, securities, real estate, tort, contract, property, and employee benefit. We may continue to be involved in various legal or administrative proceedings and there is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. Even if we are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile. These actions could expose us to negative publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business.

Increased labor costs, inability to retain suitable employees, or unfavorable labor relations may adversely affect the business, financial condition or results of operations.

We devote significant resources to recruiting and training employees. Our ability to manage and control labor costs is subject to numerous external factors, including market pressures with respect to prevailing wage rates, unemployment levels, health and other insurance costs, as well as the impact of legislation or regulations governing wage and employee benefits. Any changes in these external factors could significantly increase labor costs, which would reduce the net income and cash flows of the Operating Subsidiaries.

We aim to motivate and retain qualified employees. If the employees are unsatisfied with what we offer, such as remuneration packages or working environment, we may not be able to retain qualified employees or replace them with personnel of appropriate skill sets and personal attributes at comparable costs. In such an event, we may need to expand additional resources to retain or replace suitable employees.

From time to time, we may be subject to various employment-related claims, such as individual actions or government enforcement actions relating to wage-hour, labor standards, or healthcare and benefit issues. Such actions, if brought against us and successful in whole or in part, may materially and adversely affect the business of the Operating Subsidiaries, and our financial condition or results of operations.

Our insurance coverage may not be adequate to cover potential liabilities.

Certain risks disclosed elsewhere in this section such as risks in relation to suppliers and customer concentration, our ability to obtain new orders or contracts, our ability to retain and attract personnel, availability and performance of our workforce, project and cost management, our ability to maintain and renew our registrations, credit risk and liquidity risk, are generally not covered by insurance because they are either uninsurable or it is not cost justifiable to insure against such risks. Insurance policies covering losses from acts of war, terrorism, or natural catastrophes are also either unavailable or cost prohibitive.

We are exposed to various risks associated with our business and operations, and we currently maintain public liability insurance and work injury compensation insurance in accordance with the provisions of the laws of Singapore. Further, we may be subject to liabilities against which we are not insured adequately or at all or liabilities against which cannot be insured. Should any significant liabilities arise due to accidents, natural disasters, or other events which are not covered or are inadequately covered by our insurance, our business may be adversely affected, potentially lead to a loss of assets, lawsuits, employee compensation obligations, or other forms of economic loss.

We cannot guarantee that our current levels of insurance are sufficient to cover all potential risks and losses. In addition, we cannot guarantee that we can renew our policies or can renew our policies on similar or other acceptable terms. If we suffer from severe unexpected losses or losses that far exceed the policy limits, it could have a material and adverse effect on our business, financial position, results of operations and prospects.

We could incur liabilities or suffer reputational damage from a cyberattack or improper disclosure or loss of personal or confidential data, and our use of data is subject to complex and ever-changing privacy and cybersecurity legal requirements that could negatively impact our business or subject us to claims and/or fines for non-compliance.

In connection with the operation of our business, we store, process and transmit a large amount of data, including personnel and payment data, about our employees, clients and freelancers, a portion of which is personal data and/or confidential data. Unauthorized access to, disclosure, modification, use or loss of personal or confidential data may occur through various methods. These include, but are not limited to, ransomware, systems failure, employee negligence or malfeasance, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees, vendors or third parties, including a cyberattack by hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy supply chain interruptions, social engineering attacks, viruses, worms or other malicious software programs, or obtain credentials to our systems through other unrelated cyberattacks.

An incident involving disclosure, system failure, data modification, loss or security breach could harm our reputation and subject us to significant monetary damages or losses, litigation, negative publicity, regulatory enforcement actions, fines, criminal prosecution, as well as liability under our contracts and laws that protect personal and/or confidential data, resulting in increased costs or loss of revenues. Cybersecurity threats continue to increase in frequency and sophistication, thereby increasing the difficulty of detecting and defending against them. We regularly engage independent external security firms to assess and ensure compliance with the Cybersecurity Act of Singapore, achieving certifications like the Cyber Essentials Mark. While these measures strengthen our defenses, assessments may uncover new or additional vulnerabilities and weaknesses in our systems. These findings could pose potential risks, such as the compromise of our systems or the loss of personal data, highlighting the ongoing need for vigilance, timely mitigation, and investment in advanced cybersecurity practices to protect operations and customer trust. We are prioritizing the resolution of security gaps that could lead to a loss of personal data or to other damage. Despite our efforts to identify and address vulnerabilities in our systems, vulnerabilities in software products used by us are disclosed by our software providers on a daily basis, and attackers grow continuously more sophisticated in their attack methods making it impossible to give assurance that our cybersecurity efforts will be successful.

There is a risk that our and our third-party vendors’ preventative security controls and practices will be inadequate to prevent unauthorized access to, disclosure of, or loss of personal and/or confidential data, or fraudulent activity, especially given that third party attacks have become more common. Any such future events, such as unauthorized access or fraudulent activity with our third parties, could have a material adverse effect on our business and financial results.

The potential risk of security breaches, fraud and cyberattacks may increase as we continue to introduce services and offerings, whether mobile, cloud, or otherwise. Any additional services and offerings inevitably increase the potential for a cyberattack against us. Further, data privacy and cybersecurity are subject to frequently changing laws and regulations, and additional legislation in place, or expected to become effective. These laws and regulations may increase in number, complexity, burden and potential financial penalties Compliance with these obligations could reduce operational efficiency and increase our regulatory compliance costs, and failure to satisfy these requirements may lead to significant regulatory enforcement actions and/or large private litigation in the event of a security breach or other violation. In addition, our liability insurance might not be sufficient in scope or amount to cover us against claims and losses related to violations of data privacy and cybersecurity laws or security breaches, social engineering, cyberattacks and other related data disclosure, loss or breach.

Our ability to attract and retain business and employees may depend on our reputation in the marketplace.

We believe our reputation is important corporate resources that help distinguish our services from those of competitors and also contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially susceptible to material damage by events such as failure of compensating part-time workers on the very same day they finish their jobs, disputes with clients, information technology security breaches, internal control deficiencies, delivery failures or compliance violations. Similarly, our reputation could be damaged by actions or statements of current or former clients, employees, competitors, vendors, franchisees and other third-party brand licensees, adversaries in legal proceedings, government regulators, as well as members of the investment community or the media. There is a risk that negative information about us, even if based on rumor or misunderstanding, could materially adversely affect our business. Damage to our reputation could be difficult, expensive and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could materially adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce investor confidence in us, materially adversely affecting our share price.

Our potential expansion into other geographical regions may not be successful.

We may expand into geographic regions into the United States and Southeast Asia, depending on growth opportunities and the demand for products in different geographic regions. However, expanding beyond Singapore carries various risks including the following:

Thus, there is no assurance that our operations in new geographic markets, if any, will be profitable. If our business expansion into any new geographic market fails, we may be unable to recover our investments and our business, financial condition and results of operations may be materially and negatively affected.

Adverse conditions in the global financial markets and the general economy may adversely affect our business, results of operations, financial position and prospects.

While our current business primarily operates in Singapore, our business, prospects, financial position and results of operations may be adversely affected by political, economic, social and legal developments in Singapore and globally that are beyond our control. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, changes in interest rates, rates of economic growth, fiscal and monetary policies of the government, inflation, deflation, methods of taxation and tax policy, unemployment trends, changes in employment laws and regulations in Singapore and other matters that influence consumer confidence, spending and tourism.

Further, negative developments in geo-political events such as the US-China trade issues may bring uncertainty to the global economy. Any of such issues may lead to retaliatory and/or threat of retaliatory measures being imposed on the relevant countries. This may lead to volatility in the financial markets. The nature and extent of such changes are difficult to predict and may bring uncertainty to the global economy and/or political environment. There is no assurance that we will be able to grow our business, or that we will be able to react promptly to any change in economic conditions. If we fail to react promptly to the changing economic conditions, our performance and profitability could be adversely affected. Our business, financial position, results of operations and prospects may be materially and adversely affected if these conditions deteriorate in the future.

We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.

Our financial results, operations and forecasts depend significantly on worldwide economic and geopolitical conditions, the demand for our services, and the financial condition of our customers. Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for services resulting in decreased engagements, margins and earnings. In 2023, Singapore experienced sustained heightened inflationary pressures, which subsequently eased in 2024. According to the Monetary Authority of Singapore, the core inflation rate in Singapore averaged 4.2% in 2023 and 2.7% in 2024. We may not be able to fully mitigate the impact of inflation through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations. In addition, if the Singapore economy enters a recession, we may experience declines in engagements for our services, which could have an adverse effect on our business, operating results and financial condition.

Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers and direct stakeholders who interact with us for our services. Further, in the event of a recession or threat of a recession, our customers and direct stakeholders may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet our customer demands or collect revenue or otherwise could harm our business. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair our banking or other business partners, on whom we rely for access to capital. In addition, changes in tax or interest rates in Singapore or other nations, whether due to recession, economic disruptions or other reasons, could have an adverse effect on our operating results. Economic weakness and geopolitical uncertainty may also lead us to impair assets, take restructuring actions or adjust our operating strategy and reduce expenses in response to decreased sales or margins. We may not be able to adequately adjust our cost structure in a timely fashion, which could have an adverse effect on our operating results and financial condition. Uncertainty about economic conditions may increase foreign currency volatility in markets in which we transact business, which could have an adverse effect on our operating results.

We require adequate working capital for our operations.

We require adequate funding either from internal resources, credit from our suppliers or bank borrowings to fund the working capital of our business. The availability of credit and the credit terms extended to us by our suppliers could depend on factors such as the length of our business relationship with them, their evaluation of our creditworthiness, the size of the orders placed with them and our payment track record. Our ability to obtain adequate financing on terms which are acceptable to us depends on a number of factors such as our financial strength, our creditworthiness and our prospects, and other factors that are beyond our control, including general economic, liquidity and political conditions, the terms on which financial institutions are willing to extend credit to us, and the availability of other sources of debt financing or equity financing. If we are unable to secure adequate financing, our business, results of operations, financial position and prospects may be adversely affected.

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.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures, and we were never required to evaluate our internal controls within a specified period. As a result, we may experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in the course of auditing our consolidated financial statements as of and for the years ended June 30, 2024 and 2025, we identified a material weakness in our internal control over financial reporting as of June 30, 2025, namely, a lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements. In accordance with reporting requirements set forth by the SEC, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Following the identification of the material weakness and control deficiencies, we have taken remedial measures, including: (i) hiring additional qualified accounting and financial personnel with U.S. GAAP and SEC reporting experience, and (ii) developing, communicating and implementing an accounting policy manual for our accounting and financial reporting personnel for our recurring transactions and period-end closing processes. In addition, we plan to: (i) obtain advisory services from professional consultants with experience in the requirements of the Sarbanes Oxley Act of 2002 and internal audit guidance on SEC reporting, (ii) expand the capabilities of our existing accounting and financial reporting personnel through continuous training and education in the accounting and reporting requirements under U.S. GAAP and SEC rules and regulations, and (iii) establish effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of our Company’s consolidated financial statements and related disclosures.

However, the implementation of those measures may not fully remediate the material weakness in a timely manner. In the future, we may determine that we have additional material weaknesses or other deficiencies, or our independent registered public accounting firm may disagree with our management’s assessment of the effectiveness of our internal controls. Our failure to correct the material weakness or our failure to discover and address any other material weakness could result in inaccuracies in our financial statements and impair our ability to comply with the applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

After this offering, we will be a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods. Section 404 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F.

In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting.

Risks Related to Doing Business in Singapore

It may be difficult for you to enforce any judgment obtained in the United States against us, our directors, executive officers or our affiliates.

We are an exempted company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States, and substantially all of our assets are located outside the United States. In addition, some of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Moreover, we have been advised that Singapore and Cayman Islands do not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States. For more information regarding the relevant laws of the Cayman Islands and Singapore, see “Enforceability of Civil Liabilities.”

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States. 

The ability of our Operating Subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.

We are a holding company, and our Operating Subsidiaries are located in Singapore. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in these markets, which are more fully described in “Dividend Policy” in this prospectus. In addition, although there are currently no foreign exchange control regulations in effect which restrict the ability of our subsidiaries in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiary to distribute dividends to us may be restricted in the future.

It is not certain if we will be classified as a Singapore tax resident.

Under the Income Tax Act 1947 of Singapore, or the Income Tax Act, a company established outside of Singapore but whose governing body, being the board of directors, exercises de facto control and management of its business in Singapore could be considered a tax resident in Singapore. However, such control and management of the business should not be deemed to be exercised in Singapore if majority of the physical board meetings are conducted outside of Singapore. Where majority of the board meetings are held by teleconference or videoconference, the control and management of the business may be considered to be exercised in Singapore if at least 50% of the directors (with the authority to make strategic decisions) are physically in Singapore during the meetings or the Chairman of the Board of Directors (if company has such an appointment) is physically in Singapore during such meetings.

We believe that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of the Company is subject to determination by the Inland Revenue Authority of Singapore, or IRAS, and uncertainties remain with respect to the interpretation of the term “control and management” for the purposes of the Income Tax Act. If IRAS determines that the Company is a Singapore tax resident for Singapore income tax purposes, the portion of the Company’s single company income on an unconsolidated basis that is received or deemed by the Income Tax Act to be received in Singapore, where applicable, may be subject to Singapore income tax at the prevailing tax rate of 17% before applicable income tax exemptions or relief. If the Company is regarded as a Singapore tax resident, any dividends received or deemed received by the Company in Singapore from our subsidiary located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of less than 15% may generally be subject to Singapore income tax, unless exempted under an applicable tax treaty between such foreign jurisdiction and Singapore. Income is considered to have been received in Singapore when any amount from any income derived from outside Singapore it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. In addition, as Singapore does not currently impose withholding tax on dividends declared by Singapore resident companies, if the Company is considered a Singapore tax resident, dividends paid to the holders of our ordinary shares will not be subject to withholding tax in Singapore. Regardless of whether or not the Company is regarded as a Singapore tax resident, holders of our ordinary shares who are not Singapore tax residents would generally not be subject to Singapore income tax on gains derived from the disposal of our ordinary shares if such shareholders do not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our ordinary shares is performed outside of Singapore. For Singapore resident shareholders, if the gain from disposal of our ordinary shares is considered by IRAS as income in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered by IRAS as capital gains in nature. See “Taxation — Singapore Tax.”

Negative publicity concerning our Company or any of our directors, executive officers or major shareholders could significantly and adversely affect our reputation and share price.

Negative publicity or announcements, regardless of their validity, may adversely affect our Company’s reputation and goodwill within the industry in which we are operating. This in turn may impact our relationships with customers, suppliers and other collaborators. This negative perception may also influence market views on our Company and the performance of our share price.

Negative publicity may include media reports about accidents at our work sites, failed acquisitions or mergers, involvement in legal disputes or insolvency proceedings and unfavorable articles about our directors, executive officers, or major shareholders. Additionally, claims and legal actions from customers may adversely affect our brand image. If our customers, suppliers and other collaborators lose confidence in us, it may terminate business relationships, reduce referrals or opportunities to bid on our manpower services or facilities management services. As a result, our business, financial condition, operational results and prospects may suffer.

Any adverse material changes to the Singapore market (whether localized or resulting from economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition.

Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which we operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have an adverse impact on our business and profitability.

Uncertain global economic conditions have had and may continue to have an adverse impact on our business in the form of lower revenues due to weakened demand or lower profit margins.

Reduced availability of credit may also adversely affect the ability of some of our customers to obtain funds for operations and capital expenditures. This could additionally result in reduced or delayed collections of outstanding accounts receivable.

An epidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and prospects. As of the date of this prospectus, the outbreak of COVID-19 has resulted in a global health crisis, causing disruptions to social and economic activities, business operations and supply chains worldwide, including in Singapore. Measures taken by the Singapore government to tackle the spread of COVID-19 have included, among others, border closures, quarantine measures and lockdown measures. Although Singapore removed most remaining COVID-19 related restrictions as of February 13, 2023, there can be no assurances as to whether any specific event or circumstance relating to COVID-19 may result in the reintroduction of any response protocols, border closures, quarantine measures and lockdown measures by the Singapore government; therefore, as long as COVID-19 continues, it may affect our business. The COVID-19 outbreak, and related government measures have adversely affected our business in a number of ways, such as limiting our ability to conduct in person meetings and marketing efforts due to restrictions on travel.

Further, the continuity of our operations will partially depend on the availability of our people and office facilities and the proper functioning of our computer, software, telecommunications, transaction processing, and other related systems. A disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or a disruption that directly affects our business exposure and operations in Singapore, could have a material adverse impact on our ability to continue to operate our business without interruption.

COVID-19 has impacted Singapore’s economy resulting in significant economic contraction and high unemployment rates during 2020. Any recurrence of the pandemic could negatively affect Singapore’s economy. A general economic downturn may affect the ability of our counterparties to perform their obligations in a timely manner or at all. Moreover, the outbreak of a pandemic (such as COVID-19) may cause companies in Singapore and the rest of the world, including us, and certain of our business partners, to implement temporary adjustment of work schedules and travel plans, mandating employees to work from home and collaborate remotely. As a result, we may experience lower efficiency and productivity, internally and externally, which may adversely affect our service quality. Further, our business operations depend on our professional staff and the continued services of these individuals. If any of our employees is suspected of having been infected in the event of such pandemics, we may be required to apply quarantines or suspend our operations. The extent to which such outbreaks impact our results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity of such outbreaks and future actions we take, if any, to contain them or treat their impact, among others.

Our revenue and profitability may be materially affected if COVID-19 (or any health epidemic or virus outbreak) affects the overall economic and market conditions in Singapore for a prolonged period of time. Such an economic slowdown and/or negative business sentiment could potentially have an adverse impact on our business and operations. While the Disease Outbreak Response System Condition (DORSCON) level in Singapore has been adjusted to green on February 13, 2023, and remaining COVID-19 response protocols have progressively been reduced in Singapore, we cannot predict if the impact of any further outbreak will be short-lived or long-lasting. If these disruptions are for a prolonged period of time, or if there are further outbreaks of infectious diseases, these may have a material adverse effect on our Group’s business, financial condition, results of operations, and prospects. Given the uncertainty regarding the length, severity, and ability to combat the COVID-19 pandemic, we cannot reasonably estimate the impact on our future results or effect on our business, results of operations and financial condition, should a further health epidemic or virus outbreak occur worldwide, or in Singapore. 

Risks Related to Our Ordinary Shares and this Offering

An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public offering price for our Ordinary Shares in this offering will be determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our Ordinary Shares after this offering will not decline below the public offering price. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their shares.

We may not maintain the listing of our Ordinary shares on the Nasdaq which could limit investors’ ability to make transactions in ordinary shares and subject us to additional trading restrictions.

In order to continue listing our shares on the Nasdaq, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq in the future.

If the Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

As long as our Ordinary Shares are listed on the Nasdaq, U.S. federal law prevents or pre-empts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq, we would be subject to regulations in each state in which we offer our shares.

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.

The market for our Ordinary Shares may be characterized by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companies for the indefinite future. The stock market in general has recently been highly volatile. Furthermore, there have been recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. We may also experience such volatility, including stock run-ups, upon completion of this offering, which may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

The market price of our Ordinary Shares is likely to be volatile due to a number of factors. First, as noted above, our Ordinary Shares are likely to be more sporadically and thinly traded compared to the shares of such larger, more established companies. The price for our Ordinary Shares could, for example, decline precipitously in the event that a large number of shares are sold on the market without commensurate demand. Furthermore, pursuant to a separate Resale Prospectus included in the registration statement of which this prospectus forms a part, we are also registering 1,470,000 Ordinary Shares for resale by certain Selling Shareholders. The registration of such a large number of shares concurrent with this offering may also lead to increased volatility. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the shares of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our Ordinary Shares regardless of our operating performance. The market price of our Ordinary Shares could also be subject to wide fluctuations in response to a broad and diverse range of factors, including the following:

The public offering price of our Ordinary Shares has been determined by negotiations between us and the underwriters based upon many factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our Ordinary Shares may prevent investors from being able to sell their Ordinary Shares at or above the initial public offering price. As a result, you may suffer a loss on your investment.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

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

The number of shares being registered for resale concurrently with this offering is significant in relation to our issued and outstanding shares.

As noted above, pursuant to a separate Resale Prospectus included in the registration statement of which this prospectus forms a part, we are also registering 1,470,000 Ordinary Shares for resale by certain Selling Shareholders. All of the shares registered for resale on behalf of the Selling Shareholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act. We have included the resale prospectus in the registration statement to register these restricted shares for sale into the public market by the Selling Shareholders. These restricted securities, if sold in the market all at once or at about the same time, could depress the market price and also could affect our ability to raise equity capital. Any issued and outstanding shares not registered in the Resale Prospectus will remain as “restricted shares” in the hands of the holders, except for those sales that satisfy the requirements under Rule 144 or another exemption to the registration requirements under the Securities Act.

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Ordinary shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our ability to raise capital through equity offerings in the future. The Ordinary shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. We anticipate that there will be 16,250,000 Ordinary Shares issued and outstanding immediately after this offering.

In connection this offering, we, our directors, executive officers and holders of our ordinary shares or securities convertible into or exercisable for ordinary shares prior to this offering have agreed, subject to limited exceptions, not to sell any shares until six (6) months after the closing of this offering without the prior written consent of the underwriter. However, the underwriter may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our ordinary shares.

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

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

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

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

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this offering primarily for (i) Solar EPC Business Expansion, (ii) Core Hardware Operations & Supply Chain; (iii) Strategic Acquisitions & Technology Integration; and (iv) General Corporate Purposes. See “Use of Proceeds” for further information. However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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

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

(a) at least 75% of our gross income for the year is passive income; or

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

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

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

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.

Growing and operating our business will require significant cash investments, capital expenditures and commitments to respond to business challenges, including developing or enhancing new or existing services and technologies and expanding our infrastructure. If cash on hand, cash generated from operations, and the net proceeds from this offering are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through debt or equity financings. We may not be able to raise required cash on terms acceptable to us, or at all. Such financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the initial public offering price of this offering or the then-current market price per share of our Ordinary Shares. The holders of new securities may also have rights, preferences, or privileges that are senior to those of existing stockholders. If new financing sources are required, but are insufficient or unavailable, we may need to modify our growth and operating plans and business strategies based on available funding, if any, which would harm our ability to grow our business.

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

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have already adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We will incur increased costs being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act and the rules subsequently implemented by the SEC and the Nasdaq detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net 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 relating to internal controls over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the other time and attention to our public company reporting obligations and other compliance matters. For example, being a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and 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. In addition, we will incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

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

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

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

(c) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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

We will be required to file an annual report on Form 20-F within four (4) months after the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

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

We are a foreign private issuer and therefore are not required to comply with all 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 shares are directly or indirectly held by residents of the U.S. 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 and principal shareholders 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. 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.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.

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

Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq as long as we qualify as a foreign private issuer including: (i) have a majority of directors being independent; (ii) provide an annual certification by our chief executive officer that he or she is not aware of any non-compliance with any corporate governance rules of the Nasdaq; (iii) have regularly scheduled executive sessions with independent directors; and (iv) obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings.

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

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

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

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the “Foreign Court”, of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcements.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (save for the register of mortgages and charges, the memorandum and articles of association and special resolutions of the shareholders) or to obtain copies of register of members of these companies. Under Cayman Islands law, the names of current directors of our company can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands. Under our post-offering memorandum and articles of association, which will be effective immediately prior to completion of this offering, our directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations our accounts and books or any of them shall be open to the inspection of shareholders not being directors, and no shareholder (not being a director) shall have any right to inspect any of our account or book or document except as conferred by law or authorised by the directors, provided that the shareholders shall receive the annual audited financial statements of our Company. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states.

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

Cayman Islands economic substance requirements may impact our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act (Revised) of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes a company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company is a “pure equity holding company,” it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

Because the amount, timing, and whether we distribute dividends at all are entirely at the discretion of our board of directors, you must rely on price appreciation of our Ordinary Shares for return on your investment.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may only pay dividends out of profits or share premium account, and provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business immediately following the date on which the dividend is proposed to be paid. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. We cannot assure you that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment in our Ordinary Shares.

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

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, some of our current directors and officers are nationals or residents of jurisdictions other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

This prospectus also contains certain data and information, which we obtained from various government and private publications. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

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 do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we have referred 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.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$[         ], or US$[         ] if the underwriters exercise their option to purchase additional Ordinary Shares in full, after deducting underwriting discounts, commissions and the estimated offering expenses payable by us and based upon an assumed initial offering price of US$4.00 per Ordinary Share (the low end of the estimated public offering price range shown on the front cover of this prospectus).

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

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. Our management will retain broad discretion over the allocation of the net proceeds from this offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

DIVIDEND POLICY

We have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our Singapore subsidiaries for our cash requirements, including any payment of dividends to our shareholders.

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions; our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the Companies Act and our post-offering memorandum and articles of association, the Company by ordinary resolution may declare dividends, but no dividend shall exceed the amount recommended by the directors. Subject to the Companies Act, and our post-offering memorandum and articles of association, a company may pay dividends and distributions out of its share premium account. In addition, based upon English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid out of profits.

CAPITALIZATION

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