As filed with the U.S. Securities and Exchange Commission on October 16, 2026.

Registration No. 333-292484

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Optimal AI Limited

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

1008 Toa Payoh North #04-12/14/15

Singapore 318996

+65 68160391

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

COGENCY GLOBAL INC.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+1-800-221-0102

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

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

Lawrence S. Venick, Esq.
Loeb & Loeb LLP
10100 Santa Monica Boulevard,
Suite 2200
Los Angeles, CA 90067
Telephone: +1 310 728-5129

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

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

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

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

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

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

Emerging growth company. ☒

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

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

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

Optimal AI Limited

2,000,000 Class A Ordinary Shares

This is the initial public offering (“Offering”) of Optimal AI Limited. Prior to this Offering, there has been no public market for our Class A Ordinary Shares. We are offering 2,000,000 of our Class A Ordinary Shares, par value $0.0001.

The Offering is being made on a self-underwritten, “best efforts” basis with no requirement that any minimum amount be sold. Proceeds from the sale of the Class A Ordinary Shares offered by us will not be placed in an escrow or trust account, and subscription funds received by us, once accepted, will be non-refundable and will be immediately available to us for our use. This primary Offering will terminate upon the earliest of (i) such time as all 2,000,000 Class A Ordinary Shares have been sold pursuant to the registration statement of which this prospectus form as a part; (ii) 270 days from the effective date of this prospectus, unless extended by our directors for an additional 90 days; or (iii) the date on which our board of directors, elects, in its discretion and for any reason, to terminate the Offering. There is uncertainty that we will be able to sell any of the 2,000,000 Class A Ordinary Shares being offered herein by us.

We will offer our Class A Ordinary Shares at a fixed price of $1.00 per share for the duration of the Offering. The offering price will remain fixed for the entire duration of the Offering. Any change to the fixed offering price will be effected only by a post-effective amendment to the registration statement of which this prospectus forms a part, and no sales will be made at any revised price unless and until such post-effective amendment has been declared effective by the Securities and Exchange Commission (the “SEC”). We have determined the offering price of the 2,000,000 Class A Ordinary Shares being offered arbitrarily. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities. There is no guarantee that we will sell any of the securities being offered in this Offering.

No underwriter or other person has been engaged to facilitate the sale of Class A Ordinary Shares in this Offering. We have agreed to bear all of the expenses incurred in connection with the registration of the Offering of these shares covered by the registration statement of which this prospectus forms a part.

There is currently no public trading market for our Class A Ordinary Shares and a public market may never develop, or, if any market does develop, it may not be sustained. Our Class A Ordinary Shares are not currently eligible for trading on any national securities exchange or any over-the-counter markets, including OTC Markets. We intend to have our Class A Ordinary Shares quoted on the OTCQB Venture Market, also known as the “OTCQB,” operated by OTC Markets Group, Inc. (“OTC Markets”) following the effectiveness of the registration statement of which this prospectus forms a part. To become quoted on the OTCQB, we require the assistance of a FINRA registered broker that will act as a market maker and submit the application on our behalf to FINRA. At the time of this prospectus, we do not have any market maker that has agreed to assist us with this process. There is no assurance that our securities will become eligible for trading on the OTC Markets or any other quotation service or that an active market for our Class A Ordinary Shares will develop.

Immediately after this Offering, assuming an offering size as set forth above, Mr. Lai Kee Chwee, through Optimal Investments Limited, will hold 39.26% of our outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares, which represents approximately 71.89% of the total voting power, assuming the maximum number of Class A Ordinary Shares offered in this self-underwritten, best-efforts Offering is sold. Mr. Lai Kee Chwee holds and will continue to hold considerable influence over corporate matters requiring shareholder approval and will independently control our operations, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions..

Upon completion of this Offering, we will have a dual class ordinary share structure. Our Ordinary Shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A and Class B Ordinary Shares will have the same rights, including dividend rights, except that holders of Class A Ordinary Shares will be entitled to one (1) vote per share, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share, and Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances. Upon the transfer of any Class B Ordinary Share by a holder thereof to any person other than an affiliate of the holder or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not an affiliate of such holder, such Class B Ordinary Share will be automatically and immediately converted into one Class A Ordinary Share. See “Description of Share Capital—Ordinary Shares” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares.

We are not a Singaporean operating company, but an offshore holding company incorporated in the Cayman Islands on June 27, 2025 for the purpose of becoming the ultimate holding company and listing vehicle of the Group. As part of our internal corporate structure reorganization, we acquired 100% of Optimal AI Pte. Ltd. (“Optimal AI”), a Singapore intermediate holding company that was incorporated on July 13, 2024 with no business operations, which in turn holds 14.36% of IntentAI Pte. Ltd. (formerly known as Emo Technologies Pte. Ltd.) (“IntentAI”) and 51% of Hiverlab Pte. Ltd. (“Hiverlab Singapore”). Hiverlab Singapore holds 100% of Hiverlab Vietnam Co., Ltd. (“Hiverlab Vietnam”). As a holding company with no material operations of our own, we conduct substantial part of our operations through our operating subsidiaries in Singapore, IntentAI and Hiverlab Singapore, and the subsidiary of Hiverlab Singapore, Hiverlab Vietnam. We used to conduct our operations through Hiverlab International Pte. Ltd. (“Hiverlab International”), a subsidiary of Hiverlab Singapore. Hiverlab International had been dormant with no ongoing activities or revenue generation. As part of our corporate reorganization, on December 23, 2025, Hiverlab Singapore entered into a share transfer agreement with Mr. Jiang Shutao, our Director and Chief Technology Officer, to transfer all outstanding shares of Hiverlab International for a consideration of S$100 to Mr. Jiang Shutao (the “Disposition”). Following the Disposition, Hiverlab International is no longer owned by the Company. 

This is an offering of the Class A Ordinary Shares of Optimal AI Limited, the holding company in the Cayman Islands, instead of the shares of IntentAI, Hiverlab Singapore and Hiverlab Vietnam. References to the “Company”, “we”, “us”, and “our” in the prospectus are to Optimal AI Limited, the Cayman Islands entity that will issue the Class A Ordinary Shares being offered. Our Singapore subsidiary, Hiverlab Singapore, is the main entity operating the business and generating most of the revenue and profit stated in the consolidated financial statements of the Company included elsewhere in this prospectus. The Company owns 51% equity interest in Hiverlab Singapore. Investors in our Class A Ordinary Shares should be aware that they may never hold equity interests in the Singapore operating companies directly. Investors are purchasing equity solely in Optimal AI Limited, our Cayman Islands holding company, which directly owns issued shares and equity interests in the Singapore operating companies.

Investing in the Class A Ordinary Shares involves a high degree of risk. See section titled “Risk Factors” beginning on page 15 of this prospectus.

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

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

The date of this prospectus is                , 2026

TABLE OF CONTENTS

The definitions of certain capitalized terms used in this prospectus can be found in the section titled “Prospectus Summary—Conventions Which Apply to this Prospectus” beginning on page 11 of this prospectus.

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ® and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

For investors outside the United States: we have not done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, or on any free writing prospectus, that we have authorized for use in connection with this Offering. We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and we do not take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We are not making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of the Class A Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

RISK FACTORS

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

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

Risks Related to Our Business and Industry

Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers could slow the growth rate of our revenue or cause our revenue to decline.

We have certain customers whose revenue individually represents 10% or more of the Company’s total revenues. The sudden loss of any of our major customers or the renegotiation of any of our major customer contracts could have a significant impact on our revenue, the growth rate of our revenue, our reputation, and our ability to obtain new customers.

In the ordinary course of business, we engage in active discussions and renegotiations with our customers in respect of the solutions we provide and the terms of our customer agreements, including our fees. As our customers’ businesses respond to market dynamics, financial pressures, and regulatory changes or delays impacting their businesses, and as our customers make strategic business decisions regarding how to market their offerings, our customers seek to, and we expect will continue to seek to, amend the terms of their arrangements with us. In the ordinary course, we renegotiate the terms of our agreements with our customers in connection with renewals or extensions of these agreements. These discussions and future discussions could result in reductions to the fees and changes to the scope contemplated by our original customer contracts and consequently could negatively impact our revenue, business, and prospects.

Because we rely on a limited number of customers for a significant portion of our revenue, we depend on the creditworthiness of these customers. If the financial condition of our customers declines, our credit risk could increase. Should one or more of our significant customers declare bankruptcy, be declared insolvent, or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenue, the collectability of our accounts receivable, and affect our bad debt reserves and net income.

Our business depends on our ability to attract new customers and on our existing customers purchasing additional products and solutions from us and renewing their contracts and subscriptions.

To increase our revenue, we must continue to attract new customers. Our success will depend, to a substantial extent, on the widespread adoption of our Optimal Enterprise AI solutions. Although demand for spatial intelligence solutions, artificial intelligence platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. Numerous factors may impede our ability to add new customers, including but not limited to, our failure to compete effectively against alternative products or services, failure to attract and effectively train new sales and marketing personnel, failure to develop or expand relationships with partners and resellers, failure to successfully innovate and deploy new applications and other solutions, failure to provide a quality customer experience and customer support, or failure to ensure the effectiveness of our marketing programs. If we are not able to attract new customers, it will have an adverse effect on our business, financial condition and results of operations.

In addition, our future success depends on our ability to cross-sell additional components of our Optimal Enterprise AI solutions to our existing customers, and our customers renewing their contracts when the contract term expires. Our customers generally have no contractual obligation to renew, upgrade, or expand their contracts and subscriptions after the terms of their existing contracts and subscriptions expire. In addition, our customers may opt to decrease their use of our Optimal Enterprise AI solutions. Given our limited operating history, we may not be able to accurately predict customer renewal rates. Our customers’ renewal and/or expansion commitments may decline or fluctuate as a result of a number of factors, including, but not limited to, their satisfaction with our technology solution stack and our customer support, the frequency and severity of software and implementation errors or other reliability issues, the pricing of our contracts and subscriptions or competing solutions, changes in their IT budget, the effects of global economic conditions, and our customers’ financial circumstances, including their ability to maintain or expand their spending levels or continue their operations. In order for us to maintain or improve our results of operations, it is important that our customers renew or expand their contracts and subscriptions with us. If our customers do not purchase additional subscriptions or seats or increase their usage or our customers do not renew their contracts and subscriptions, our business, financial condition, and results of operations may be harmed.

Achieving renewal of contracts or expansion of usage and subscriptions may require us to engage increasingly in sophisticated and costly sales and support efforts that may not result in additional sales. In addition, the rate at which our customers expand the deployment of our Optimal Enterprise AI solutions depends on a number of factors. If our efforts to expand penetration within our customers are not successful, our business, financial condition, and results of operations may be harmed.

Because we derive substantially all of our revenue from Optimal Enterprise AI, failure of our Optimal Enterprise AI in particular to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects.

We derive and expect to continue to derive substantially all of our revenue from our Optimal Enterprise AI solutions. As such, the market acceptance of our Optimal Enterprise AI, are critical to our continued success. Market acceptance of our Optimal Enterprise AI depends in part on market awareness of the benefits can provide over spatial intelligence and digital transformation. In addition, in order for cloud-based AI solutions to be widely accepted, organizations must overcome any concerns with placing sensitive information on a cloud-based platform. In addition, demand for our platforms in particular is affected by a number of other factors, some of which are beyond our control. These factors include continued market acceptance of our Optimal Enterprise AI solutions, the pace at which existing customers realize benefits from the use of our platforms and decide to expand deployment of our platforms across their business, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. In addition, we expect that the needs of our customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our platforms continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our AI Suite and Applications in general or our platforms in particular, our business operations, financial results, and growth prospects will be materially and adversely affected.

We may not achieve or sustain profitability in the future.

We incurred net loss for the fiscal years ended December 31, 2024 and 2025. While we have experienced revenue growth in recent periods, we do not know whether or when we will generate sufficient revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our Optimal Enterprise AI offerings and business, including:

We will also face increased compliance costs associated with growth, the expansion of our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect, our revenue growth may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and Class A common stock may significantly decrease.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

The market for our products is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards, and frequent new platform and application introductions and improvements. We anticipate continued competitive challenges from current competitors who address different aspects of our offerings, and in many cases, these competitors are more established and enjoy greater resources than we do. We also expect competitive challenges from new entrants into the industry. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate and revenue that could adversely affect our business and results of operations.

Our main sources of current and potential competition fall into several categories:

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

In addition, some of our larger competitors have substantially broader and more diverse platform and application offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages potential customers from subscribing to our Optimal Enterprise AI solution suite, including by selling at zero or negative margins, bundling with other offerings, or offering closed technology platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of platform or application performance or features. As a result, even if the features of our Optimal Enterprise AI solution are superior, potential customers may not purchase our offerings. These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns or other significant reductions in capital spending by customers. If we are unable to sufficiently differentiate our solutions from the integrated or bundled products of our competitors, such as by offering enhanced functionality, performance or value, we may see a decrease in demand for our offerings, which could adversely affect our business, operating results, and financial condition.

Moreover, new innovative start-up companies, and larger companies that are making significant investments in research and development, may introduce products that have greater performance or functionality, are easier to implement or use, or incorporate technological advances that we have not yet developed or implemented, or may invent similar or superior technologies that compete with ours. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

Some of our competitors have made or could make acquisitions of businesses that allow them to offer more competitive and comprehensive solutions. As a result of such acquisitions, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these platforms and applications to market, initiate or withstand substantial price competition, or develop and expand their product and service offerings more quickly than we can. These competitive pressures in our market or our failure to compete effectively may result in fewer orders, reduced revenue and gross margins, and loss of market share. In addition, it is possible that industry consolidation may impact customers’ perceptions of the viability of smaller or even mid-size software firms and consequently customers’ willingness to purchase from such firms.

We may not compete successfully against our current or potential competitors. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition, and results of operations could be adversely affected. In addition, companies competing with us may have an entirely different pricing or distribution model. Increased competition could result in fewer customer orders, price reductions, reduced operating margins, and loss of market share. Further, we may be required to make substantial additional investments in research, development, marketing, and sales in order to respond to such competitive threats, and we cannot assure you that we will be able to compete successfully in the future.

Certain revenue metrics such as net dollar-based retention rate or annual recurring revenue may not be accurate indicators of our future financial results.

Other subscription-based software companies often report on metrics such as net dollar-based revenue retention rate, annual recurring revenue or other revenue metrics, and investors and analysts sometimes look to these metrics as indicators of business activity in a period for businesses such as ours. However, given our large average contract value and our dependence on a small number of high-value customer contracts, these metrics are not accurate indicators of future revenue for any given period of time because the gain or loss of even a single high-value customer contract could cause significant volatility in these metrics. If investors and analysts view our business through these metrics, the trading price of our Class A Ordinary Shares may be adversely affected.

Changes in our pricing models could adversely affect our operating results.

As the markets for our category of products and solutions grow, as new competitors introduce new products or services that compete with ours or as we enter into new international markets, we may be unable to attract new customers at the same price or based on the same pricing model as we have historically used. Regardless of the pricing model used, large customers may demand more discounts than in the past. As a result, we may be required to reduce our prices, offer shorter contract durations or offer alternative pricing models, which could adversely affect our revenue, gross margin, profitability, financial position, and cash flow.

We have limited experience with respect to determining the optimal prices for contracts and subscriptions for our Optimal Enterprise AI solutions. In the past, we have been able to increase our prices for our product offerings but we may choose not to introduce or be unsuccessful in implementing future price increases. Our competitors may introduce new products that compete with ours or reduce their prices, or we may be unable to attract new customers or retain existing customers based on our historical subscription and pricing models. Given our limited operating history and limited experience with our historical subscription and pricing models, we may not be able to accurately predict customer renewal or retention rates. As a result, we may be required or choose to reduce our prices or change our pricing model, which could harm our business, results of operations, and financial condition.

Our revenue growth depends in part on the success of our strategic relationships with third parties, including channel partners, and if we are unable to establish and maintain successful relationships with them, our business, operating results, and financial condition could be adversely affected.

As part of our business growth strategy, we seek to grow our partner ecosystem. We anticipate to continue establishing and maintaining relationships with third parties, such as channel partners, resellers, OEMs, system integrators, independent software and hardware vendors, and platform and cloud service providers.

We plan to continue to establish and maintain similar strategic relationships in certain industry verticals and otherwise, and we expect our channel partners to become an increasingly important aspect of our business. However, these strategic relationships could limit our ability in the future to compete in certain industry verticals and, depending on the success of our third-party partners and the industries that those partners operate in generally, may negatively impact our business because of the nature of strategic alliances, exclusivity provisions, or otherwise. We work closely with select vendors to design solutions to specifically address the needs of certain industry verticals or use cases within those verticals. As our agreements with strategic partners terminate or expire, we may be unable to renew or replace these agreements on comparable terms, or at all.

Our future growth in revenue and ability to achieve and sustain profitability depends in part on our ability to identify, establish, and retain successful strategic partner relationships in Southeast Asia and internationally, which will take significant time and resources and involve significant risk. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute our Optimal Enterprise AI. We cannot be certain that we will be able to negotiate commercially attractive terms with any strategic partner, if at all. In addition, all channel partners must be trained to distribute our Optimal Enterprise AI. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training. If we do not succeed in identifying suitable strategic partners or maintain our relationships with such partners, our business, operating results, and financial condition may be adversely affected. 

Moreover, we cannot guarantee that the partners with whom we have strategic relationships will continue to devote the resources necessary to expand our reach and increase our distribution. In addition, customer satisfaction with services and other support from our strategic partners may be less than anticipated, negatively impacting anticipated revenue growth and results of operations. We cannot be certain that these partners will prioritize or provide adequate resources to selling our Optimal Enterprise AI. Further, some of our strategic partners offer competing platforms and applications or also work with our competitors. As a result of these factors, many of the companies with whom we have strategic alliances may choose to pursue alternative technologies and develop alternative platforms and applications in addition to or in lieu of our Optimal Enterprise AI, either on their own or in collaboration with others, including our competitors. We cannot assure you that our strategic partners will continue to cooperate with us. In addition, actions taken or omitted to be taken by such parties may adversely affect us. Moreover, we rely on our channel partners to operate in accordance with the terms of their contractual agreements with us. For example, our agreements with our channel partners limit the terms and conditions pursuant to which they are authorized to resell or distribute our Optimal Enterprise AI solution and offer technical support and related services. If we are unsuccessful in establishing or maintaining our relationships with third parties, or if our strategic partners do not comply with their contractual obligations to us, our business, operating results, and financial condition may be adversely affected. Even if we are successful in establishing and maintaining these relationships with third parties, we cannot assure you that these relationships will result in increased customer usage of our Optimal Enterprise AI or increased revenue to us.

In addition, some of our sales to government entities have been made, and in the future may be made, indirectly through our channel partners. Government entities may have statutory, contractual, or other legal rights to terminate contracts with our channel partners for convenience or due to a default, and, in the future, if the portion of government contracts that are subject to renegotiation or termination at the election of the government entity are material, any such termination or renegotiation may adversely impact our future operating results. In the event of such termination, it may be difficult for us to arrange for another channel partner to sell our Optimal Enterprise AI to these government entities in a timely manner, and we could lose sales opportunities during the transition. Government entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government entity refusing to renew its contracts/subscription to our Optimal Enterprise AI, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities.

If the market for our Optimal Enterprise AI fails to grow as we expect, or if businesses fail to adopt our Optimal Enterprise AI solution, our business, operating results, and financial condition could be adversely affected.

It is difficult to predict customer adoption rates and demand for Optimal Enterprise AI, the entry of competitive platforms, or the future growth rate and size of the AI usage and spatial intelligence solutions. Although demand for spatial intelligence solutions, artificial intelligence platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. We cannot be sure that this market will continue to grow or, even if it does grow, that businesses will adopt our Optimal Enterprise AI solution. Our future success will depend in large part on our ability to further penetrate the existing market for our Optimal Enterprise AI, as well as the continued growth and expansion of what we believe to be an emerging market for our platforms and applications that are faster, easier to adopt, and easier to use. Our ability to further penetrate our Optimal Enterprise AI market depends on a number of factors, including the cost, performance, and perceived value associated with our Optimal Enterprise AI, as well as customers’ willingness to adopt a different approach to spatial immersive technology. We have spent, and intend to keep spending, considerable resources to educate potential customers about digital transformation, artificial intelligence, and machine learning in general and our Optimal Enterprise AI solutions in particular. However, we cannot be sure that these expenditures will help our Optimal Enterprise AI solution stack achieve any additional market acceptance. Furthermore, potential customers may have made significant investments in legacy analytics software systems and may be unwilling to invest in new platforms and applications. If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our Optimal Enterprise AI solution, our business, operating results, and financial condition could be adversely affected.

If we fail to respond to rapid technological changes, extend our Optimal Enterprise AI or develop new features and functionality, our ability to remain competitive could be impaired.

The market for our Optimal Enterprise AI solution is characterized by rapid technological change and frequent new platform and application introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of platforms and applications embodying new technologies can quickly make existing platforms and applications obsolete and unmarketable. Spatial intelligence, machine learning, and analytics platforms and applications are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced platforms and applications. The success of any enhancements or improvements to our existing products or any new applications depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance.

Our ability to grow our customer base and generate revenue from customers will depend heavily on our ability to enhance and improve our Optimal Enterprise AI solution, to develop additional functionality and use cases, introduce new features and applications and interoperate across an increasing range of devices, operating systems, and third-party applications. Our customers may require features and capabilities that our current technology solution stack do not have or may face use cases that our current solution does not address. We invest significantly in research and development, and our goal is to focus our spending on measures that improve quality and ease of adoption and create organic customer demand for our Optimal Enterprise AI solutions. When we develop a new enhancement or improvement to our AI suite or applications, we typically incur expenses and expend resources upfront to develop, market and promote the new enhancement and improvement. Therefore, when we develop and introduce new enhancements and improvements to our Optimal Enterprise AI stack, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market. There is no assurance that our enhancements to our Optimal Enterprise AI or our new application experiences, functionality, use cases, features, or capabilities will be compelling to our customers or gain market acceptance. If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our Optimal Enterprise AI solution stack in a manner that satisfies customer preferences in a secure, timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our solution.

Any failure of our Optimal Enterprise AI solution to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products and solutions. If we are unable to respond to these changes in a timely and cost-effective manner, our Optimal Enterprise AI technologies may become less marketable, less competitive, or obsolete, and our operating results may be adversely affected.

The introduction of new AI platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our Optimal Enterprise AI solution obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new Optimal Enterprise AI solutions, features, or capabilities. We have in the past experienced delays in our internally planned release dates of new features and capabilities, and there can be no assurance that new Optimal Enterprise AI features or capabilities will be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business. Moreover, new productivity features for our Optimal Enterprise AI may require substantial investment, and we have no assurance that such investments will be successful. If customers do not widely adopt our new Optimal Enterprise AI features and capabilities, we may not be able to realize a return on our investment. If we are unable to develop, license, or acquire new features and capabilities to our Optimal Enterprise AI on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business could be harmed.

The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our Optimal Enterprise AI.

Our ability to expand our customer base and achieve broader market acceptance of our Optimal Enterprise AI solution depends, to a significant extent, on our ability to continue to expand our marketing and sales operations and the ultimate effectiveness of those operations. We plan to continue expanding our sales force and strategic partners, both domestically and internationally.

Identifying and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully trained and productive for a significant amount of time. Our Optimal Enterprise AI solutions are complicated and configurable, as such, our sales force and operations require significant time and investment for proper recruitment, onboarding, and training in order for our sales operations to be productive. In addition, as we enter new markets, expand the capabilities of our Optimal Enterprise AI solutions, we may need to identify and recruit additional sales and marketing efforts specific to such strategic expansion. Our efforts to do so may be increasingly resource intensive, time consuming, and ultimately unsuccessful. We also dedicate significant resources to sales and marketing programs, including internet and other online advertising. All of these efforts require us to invest significant financial and other resources. In addition, the cost to acquire customers is high due to these marketing and sales efforts. Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue. We will not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

In addition, our business would be adversely affected if our marketing and sales efforts are not successful and generate increases in revenue that are smaller than anticipated. If our marketing and sales efforts are not effective, our sales and revenue may grow more slowly than expected or materially decline, and our business may be significantly harmed.

If we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.

We believe that developing, maintaining, and enhancing awareness and integrity of our brand and reputation in a cost-effective manner are important to achieving widespread acceptance of our Optimal Enterprise AI solutions, and are important elements in attracting new customers and maintaining existing customers. We believe that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion of our brand depends on the effectiveness of our marketing efforts, our ability to provide a reliable and useful purpose-built A.I. technologies at competitive prices, the perceived value of our Optimal Enterprise AI solutions, our ability to maintain our customers’ trust, our ability to continue to develop additional functionality and use cases and our ability to differentiate our technology stack and capabilities from competitive offerings. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand and reputation. We also rely on our customer base in a variety of ways, including to give us feedback on our products. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers and partners or retain our existing customers and partners, and our business and financial condition may be adversely affected. Any negative publicity relating to our employees, partners, or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our Optimal Enterprise AI offerings and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful. 

Our ability to sell products and solutions to our clients and prospects could be harmed by real or perceived material defects or errors in our Optimal Enterprise AI solution offerings.

The software technology underlying Optimal Enterprise AI is inherently complex and may contain material defects or errors, particularly when new applications are first introduced, when new features or capabilities are released, or when integrated with new or updated third-party hardware or software. There can be no assurance that our existing Optimal Enterprise AI solutions will not contain defects or errors. Any real or perceived errors, failures, vulnerabilities, or bugs in Optimal Enterprise AI could result in negative publicity or lead to data security, access, retention, or other performance issues, all of which could harm our business. Correcting such defects or errors may be costly and time-consuming and could harm our business. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and would harm our business.

The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and culture and prevent us from executing our business strategy.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, data scientists, engineers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for employees with high levels of expertise in designing, developing and managing platforms and applications for spatial intelligence, machine learning, and analytics technologies, as well as for skilled data scientists, sales, and operations professionals. In addition, we are extremely selective in our hiring process which requires significant investment of time and resources from internal stakeholders and management. At times, we have experienced, and we may continue to experience, difficulty in hiring personnel who meet the demands of our selection process and with appropriate qualifications, experience, or expertise, and we may not be able to fill positions as quickly as desired.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. Job candidates may also be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could impact hiring and result in a diversion of our time and resources. Additionally, laws and regulations, such as restrictive immigration laws, or export control laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture, and career development opportunities.

We believe that a critical component to our success and our ability to retain our best people is our culture. As we continue to grow and develop a public company infrastructure, we may find it difficult to maintain our company culture. If we fail to attract new personnel or to retain our current personnel, our business would be harmed.

Our quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results of operations and key metrics may vary significantly in the future as they have in the past, particularly in light of our dependence on a limited number of high-value customer contracts, and period-to-period comparisons of our results of operations and key metrics may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly results of operations and key metrics may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuation in quarterly results may negatively impact the value of our securities. Factors that may cause fluctuations in our quarterly results of operations and key metrics include, without limitation, those listed elsewhere in this Risk Factors section and those listed below:

We rely on third-party service providers to host and deliver Optimal Enterprise AI, and any interruptions or delays in these services could impair our service offerings and harm our business.

We currently serve our customers from third-party data center hosting facilities located in Singapore, or on-premise at customer’s sites. For the software managed by us, our operations depend, in part, on our third-party facility providers’ ability to protect these facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, and similar events. In the event that our data center arrangements are terminated, or if there are any lapses of service or damage to a center, we could experience lengthy interruptions in Optimal Enterprise AI as well as delays and additional expenses in making new arrangements.

We designed our system infrastructure and procured and owned or leased the computer hardware used for Optimal Enterprise AI. Any interruptions or delays in our service, whether as a result of third-party error, our own error, natural disasters, or security breaches, whether accidental or willful, could harm our relationships with our customers and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their contracts/subscriptions, any of which could materially adversely affect our business.

Our current AI solution stack, as well as applications, features, and functionality that we may introduce in the future, may not be widely accepted by our customers or may receive negative attention or may require us to compensate or reimburse third parties, any of which may lower our margins and harm our business.

Our ability to engage, retain, and increase our base of customers and to increase our revenue will depend on our ability to successfully create new applications, features, and functionality, both independently and together with third parties. We may introduce significant changes to our existing Optimal Enterprise AI solution stack or develop and introduce new applications. These new applications and updates may fail to engage, retain, and increase our base of customers. New applications may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such applications to new and existing customers. The short- and long-term impact of any major change to Optimal Enterprise AI, or the introduction of new applications, is particularly difficult to predict. If new or enhanced applications fail to engage, retain, and increase our base of customers, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such applications, any of which may harm our business in the short term, long term, or both.

Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

We have sold and may sell to the government of Singapore, as well as foreign, governmental agency customers, as well as to customers in highly regulated industries such as financial services, telecommunications, and healthcare. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government contracting requirements may change and in doing so restrict our ability to sell into the government sector. Government demand and payment for our Optimal Enterprise AI are affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our Optimal Enterprise AI. 

Further, government and highly regulated entities may demand contract terms that differ from our standard arrangements and may be less favorable than terms agreed with private sector customers. Government entities and highly regulated organizations typically have longer implementation cycles, sometimes require acceptance provisions that can lead to a delay in revenue recognition, can have more complex IT and data environments, and may expect greater payment flexibility from vendors.

As a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to non-ordinary course audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue selling our products and services to our government customers. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, downward contract price adjustments or refund obligations, civil or criminal penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government would adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception and growth prospects.

Government and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. All these factors can add further risk to business conducted with these customers. If sales expected from a government entity or highly regulated organization for a particular quarter are not realized in that quarter or at all, our business, financial condition, results of operations, and growth prospects could be materially and adversely affected. 

If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, operating results and financial position could be adversely affected.

We actively monitor and manage our cash and cash equivalents so that sufficient liquidity is available to fund our operations and other corporate purposes. In the future, increased levels of liquidity may be required to adequately support our operations and initiatives and to mitigate the effects of business challenges or unforeseen circumstances. If we are unable to achieve and sustain such increased levels of liquidity, we may suffer adverse consequences including reduced investment in our Optimal Enterprise AI, difficulties in executing our business plan and fulfilling our obligations, and other operational challenges. Any of these developments could adversely affect our business, operating results and financial position. 

We may need additional capital and may sell additional Class A Ordinary Shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.

We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.

We may acquire other businesses or receive offers to be acquired, which could require significant management attention, disrupt our business or dilute stockholder value.

We have in the past made, and may in the future make, acquisitions of other companies, products, and technologies. We have limited experience in acquisitions. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by customers, developers, or investors. In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our company, the results of operations of the combined company could be adversely affected. Any integration process will require significant time and resources, require significant attention from management and disrupt the ordinary functioning of our business, and we may not be able to manage the process successfully, which could harm our business. In addition, we may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business.

 If we or our third-party service providers experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our AI solution, our AI solution may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, and we may incur significant liabilities.

While we and our third-party service providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in unauthorized disclosure, modification, misuse, unavailability, destruction, or loss of our or our customers’ data or other sensitive information. Any security breach of our AI solution, our applications, our operational systems, physical facilities, or the systems of our third-party partners, or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our partners to comply with applicable law or regulations could result in proceedings against us by governmental entities or others. 

Cyberattacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing) and other malicious internet-based activity are prevalent in our industry and our customers’ industries and continue to increase. In addition, we may experience attacks, unavailable systems, unauthorized access or disclosure due to employee or other theft or misuse, denial-of-service attacks, sophisticated attacks by nation-state and nation-state supported actors, and advanced persistent threat intrusions. We cannot guarantee that our security measures will be sufficient to protect against unauthorized access to or other compromise of the personal information and/or other confidential information of our partners, our customers and our customers’ end-users. The techniques used to sabotage, disrupt or to obtain unauthorized access to our AI solution, applications, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. The recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into our AI solution, applications, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure or data loss. Our AI solution, applications, systems, networks, and physical facilities could be breached or personal information could be otherwise compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our employees or our customers to disclose information or user names and/or passwords, or otherwise compromise the security of our AI solution, networks, systems and/or physical facilities. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, applications, systems, networks and/or physical facilities utilized by our vendors. We have previously been, and may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ data or to disrupt our operations or ability to provide our services. While we have been successful in preventing such unauthorized access and disruption in the past, we may not continue to be successful against these or other attacks in the future.

We have contractual and legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach involving customer or partner data on our systems or those of subcontractors processing customer or partner data on our behalf. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach that may cause us to breach customer contracts. Depending on the facts and circumstances of such an incident, these damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. Such an event also could harm our reputation and result in litigation against us. Any of these results could materially adversely affect our financial performance. Our agreements with certain customers may require us to use industry-standard, reasonable, or other specified measures to safeguard sensitive personal information or confidential information, and any actual or perceived breach of such measures may increase the likelihood and frequency of customer audits under our agreements, which is likely to increase the costs of doing business. An actual or perceived security breach could lead to claims by our customers, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts, which we have in certain agreements, would be enforceable or adequate or would otherwise protect us from liabilities or damages.

Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our AI solution, applications, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our AI solution capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or our AI solution, applications, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

If we fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more customers, or if we suffer a cyberattack that impacts our ability to operate Optimal Enterprise AI, we may suffer material damage to our reputation, business, financial condition, and results of operations. Further, our insurance coverage may not be adequate for data security, indemnification obligations, or other liabilities. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. Our risks are likely to increase as we continue to expand Optimal Enterprise AI, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.

We could suffer disruptions, outages, defects, and other performance and quality problems with Optimal Enterprise AI or with the public cloud and internet infrastructure on which it relies.

Our business depends on our Optimal Enterprise AI to be available without disruption. We may in the future experience, disruptions, outages, defects, and other performance and quality problems with Optimal Enterprise AI. We may also in the future experience, disruptions, outages, defects, and other performance and quality problems with the public cloud and internet infrastructure on which Optimal Enterprise AI rely. These problems can be caused by a variety of factors, including introductions of new functionality, vulnerabilities and defects in proprietary and open source software, human error or misconduct, capacity constraints, design limitations, as well as from internal and external security breaches, malware and viruses, ransomware, cyber events, denial or degradation of service attacks or other security-related incidents.

Further, if our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide Optimal Enterprise AI and could experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

Any disruptions, outages, defects, and other security performance and quality problems with Optimal Enterprise AI or with the public cloud and internet infrastructure on which it relies, or any material change in our contractual and other business relationships with our public cloud providers, could result in reduced use of Optimal Enterprise AI, increased expenses, including significant, unplanned capital investments and/or service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We may become subject to litigation, which could have a material adverse effect on our business, financial condition, and results of operations.

We may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having a material adverse effect on our business, financial condition, results of operations, cash flow, and per share trading price of our Class A Ordinary Shares. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and adversely impact our ability to attract directors and officers.

Our business could be disrupted by catastrophic events such as power disruptions, data security breaches, and terrorism.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, commerce, and the global economy, and thus could harm our business. In the event of a major earthquake, hurricane, fire, cyber-attack, war, terrorist attack, disease, such as COVID-19, power loss, telecommunications failure, or other catastrophic events, we may be unable to continue our operations, in part or in whole, and may endure reputational harm, breaches of data security, and loss of critical data, all of which could harm our business, results of operations, and financial condition. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster, such as fires, floods, severe weather, droughts, and travel-related health concerns including pandemics and epidemics. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, access to our platform could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solution to our customers and members would be impaired or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition, and results of operations would be harmed.

We have implemented a disaster recovery program that allows us to move website traffic to a backup data center in the event of a catastrophe. This allows us the ability to move traffic in the event of a problem, and the ability to recover in a short period of time. However, to the extent our disaster recovery program does not effectively support the movement of traffic in a timely or complete manner in the event of a catastrophe, our business and results of operations may be harmed.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, financial condition, and results of operations that may result from interruptions in access to our platform as a result of system failures.

As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor, and manage all the risks our business encounters. If our policies and procedures are not fully effective or we are not successful in identifying and mitigating all risks to which we are or may be exposed, we may suffer uninsured liability, harm to our reputation, or be subject to litigation or regulatory actions that could adversely affect our business, financial condition, or results of operations.

Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition, and results of operations.

Our commercial success depends on our ability to develop and commercialize our services and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. We are not currently subject to any material claims from third parties asserting infringement of their intellectual property rights.

Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. Whether merited or not, we may in the future face allegations that we, our partners, our licensees, or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our Class A Ordinary Shares. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore have a material adverse effect on our business, financial condition, and results of operations.

Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties. It may be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. In some cases, rather than licensing third party content, we rely on the doctrine of fair use as we incorporate excerpts of third party content in a curated content feed for our users, and we may face allegations that such use of third party content does not qualify to be treated as a fair use. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, divert management’s attention and financial resources, and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our solutions or technology, obtain licenses, modify our services and technology while we develop non-infringing substitutes or incur substantial damages, settlement costs or face a temporary or permanent injunction prohibiting us from marketing or providing the affected solutions and services. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties, upfront fees, or grant cross-licenses to intellectual property rights for our solutions and services. We may also have to redesign our solutions or services so they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology and solutions may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology, license the technology on reasonable terms, or obtain similar technology from another source, our revenue and earnings could be adversely impacted.

In addition, because patent applications can take years to issue and are often afforded confidentiality for some period of time there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more of our solutions.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology in part by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees. We also enter into confidentiality and invention or patent assignment agreements with our employees. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information, including our technology and processes. Despite these efforts, no assurance can be given that the confidentiality agreements we enter into will be effective in controlling access to such proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade secrets, and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, trade secrets, or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing the same or similar technologies and processes, which may allow them to provide a service similar or superior to ours, which could harm our competitive position.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could harm our competitive position, business, financial condition, results of operations, and prospects.

Our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

Our solutions include software covered by open source licenses. There is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide non-infringement warranties or warranties related to the performance or suitability of the software. Many of the risks associated with usage of open source software cannot be eliminated and could adversely affect our business.

We may be affected by terrorist attacks, natural disasters, outbreaks of communicable diseases and other events beyond our control.

Our business may be adversely affected by instability, disruption or destruction in a geographic region of Singapore, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, flood, fire, earthquake, storm or pandemic events and spread of disease (including the COVID-19 pandemic). Such events may have an adverse impact on our business, as well as give rise to sudden significant changes in regional and global economic conditions and cycles. The consequences of any such terrorist attacks, natural disasters or other events beyond our control are unpredictable, and we are not able to foresee events of such nature, which could cause interruptions to parts of our businesses and have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Additionally, an outbreak of Zika, SARS, avian influenza, Influenza A (H1N1) and/or other communicable diseases, if uncontrolled, could affect our operations, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

Further, in the event that our employees and/or employees of our suppliers are infected or suspected of being infected with any communicable disease, we and/or our suppliers may be required by health authorities to temporarily shut down the affected premises or offices and quarantine the relevant employees to prevent the spread of the disease.

In addition, our revenue and profitability may be materially affected if any health epidemic or virus outbreak affects the overall economic and market conditions in Singapore. Failure to meet our customers’ expectations could damage our sales and reputation, and may, as a result, lead to loss of business and affect our ability to attract new business. The occurrence of a catastrophic event could have a material effect on our business, prospects, financial condition and results of operations.

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

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

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

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

Risks Related to our Corporate Structure

Our partial ownership of our primary operating subsidiary and the influence of its minority shareholders may limit our ability to control its operations.

The Company holds a 51% ownership interest in Hiverlab Singapore, its primary operating subsidiary, which grants it majority voting rights and operational control. However, the Company faces certain risks related to its minority shareholders and governance structure that could impact its ability to exercise full control over Hiverlab Singapore’s operations and strategic direction.

The presence of minority shareholders, who collectively own 49% of Hiverlab Singapore, may result in potential challenges in achieving consensus on key corporate decisions, particularly in situations where their interests diverge from those of the Company. While the Company retains majority voting rights, the need for cooperation with minority shareholders on significant matters could delay decision-making or lead to disagreements that may affect the subsidiary’s operations and strategic objectives.

Two of Hiverlab Singapore’s minority shareholders, Mr. Jiang Shutao, the Chief Executive Officer of Hiverlab Singapore, and Ms. Yuan Yi, the Chief Operating Officer of Hiverlab Singapore, are affiliates of the Company due to their management roles. Their dual roles as both minority shareholders and members of Hiverlab Singapore’s leadership could create potential conflicts of interest or situations where their personal shareholder interests differ from the Company’s broader strategic objectives. This influence could impact Hiverlab Singapore’s governance, operational decisions, and alignment with the Company’s overall goals.

Despite its majority ownership, the Company may face limitations in enforcing decisions or implementing changes at Hiverlab Singapore. Certain operational or strategic decisions may require cooperation from minority shareholders or management, and any resistance or misalignment could hinder the Company’s ability to execute its strategic plans efficiently. This risk is heightened given Hiverlab Singapore’s lean workforce and reliance on key individuals for day-to-day operations.

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

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders including the election of directors, amendment of memorandum and articles of association and approval of major corporate transactions, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share. Due to the disparate voting powers associated with our two classes of ordinary shares, Mr. Lai Kee Chwee, our Chief Executive Officer, director and Controlling Shareholder, will beneficially own approximately 39.26% of our outstanding Ordinary Shares representing 71.89% of the total voting power of the aggregate voting power of our Company immediately following the completion of this Offering, assuming the maximum number of Class A Ordinary Shares offered in this self-underwritten, best-efforts Offering is sold. The interests of our Controlling Shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholder differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

Our Controlling Shareholder currently owns an aggregate of 46.6% of our outstanding Ordinary Shares representing 75.05% of the total voting power, and approximately 42.59% of our outstanding Ordinary Shares representing approximately 71.89% of the total voting power immediately after the completion of this Offering, assuming the maximum number of shares offered in this self-underwritten, best-efforts Offering is sold. Our corporate actions will be substantially controlled by our Controlling Shareholder, who will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your shares and materially reduce the value of your investment.

Currently, Mr. Lai Kee Chwee, our Chief Executive Officer and director, beneficially owns an aggregate of approximately 46.6% of our outstanding Ordinary Shares representing approximately 75.05% of the total voting power of our outstanding Ordinary Shares. Upon the completion of this Offering, our Controlling Shareholder will beneficially own 42.59% of our ordinary shares issued and outstanding, and 71.89% of our aggregate voting power, assuming maximum number of shares offered in this self-underwritten, best-efforts Offering is sold.

As a result, Mr. Lai Kee Chwee will have the ability to control or exert significant influence over important corporate matters and investors may be prevented from influencing important corporate matters involving our company that require approval of shareholders, including:

These actions may be taken even if they are opposed by our other shareholders, including the holders of the Class A Ordinary Shares. Without the consent of our Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of these beneficial owners may differ from the interests of our other shareholders. Furthermore, this concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reduce the price of the shares. As a result of the foregoing, the value of your investment could be materially reduced. For more information regarding our beneficial owners and their affiliated entities, see “Principal Shareholders.”

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 Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association (as may be amended from time to time), the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

We have been advised by our Cayman Islands legal counsel, Harney Westwood & Riegels Singapore LLP , that there is uncertainty as to whether the courts of the Cayman Islands would:

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

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

Shareholders of exempted companies incorporated under the laws of the Cayman Islands like us have no general rights under Cayman Islands law to inspect corporate records (other than memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our memorandum and articles of association (as may be amended from time to time) to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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

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

We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially most of our current operations are conducted in Singapore. In addition, our current officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and other countries other than the United States may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Risks Related to our Class A Ordinary Shares and this Offering

We plan to sell shares in this offering without an underwriter and may be unable to sell any shares.

This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our director and Chief Executive Officer, Mr. Lai Kee Chwee, who will receive no commissions. He will offer the shares to friends, family members, and business associates; however, there is no guarantee that he will be able to sell any of shares. Unless he is successful in selling all of the shares and we receive the proceeds from this Offering, we may have to seek alternative financing to implement our business plan.

There has been no public market for our Class A Ordinary Shares prior to this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this Offering, there was no public market for our Class A Ordinary Shares. We intend to seek quotation of our Class A Ordinary Shares on the OTCQB after the effectiveness of the registration statement of which this prospectus forms a part. Quotation of our Class A Ordinary Shares on the OTC Markets will require a market maker filing an application to quote our Class A Ordinary Shares and approval of that application. Prior to the completion of this Offering, there has been no public market for our Class A Ordinary Shares, and we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected.

Further, even if we are successful in having our Class A Ordinary Shares quoted on OTCQB, we cannot ensure that an active public market for our Class A Ordinary Shares will develop after this Offering, or that if it does develop, it will be sustained. In the absence of a public trading market:

Our Class A Ordinary Shares may be considered “penny stock,” which may make it difficult for investors to sell their Class A Ordinary Shares and may adversely affect the market and price of our Class A Ordinary Shares.

The SEC has adopted a number of rules to regulate “penny stock” that restrict transactions involving stock which is deemed to be penny stock. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on OTCQB if current price and volume information with respect to transactions in such securities is provided by the exchange or system). Because the offering price of our Class A Ordinary Shares is $1.00 per Share and we intend to seek quotation on the OTCQB rather than listing on a national securities exchange, our Class A Ordinary Shares will likely constitute penny stock.

The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in our Class A Ordinary Shares, which could severely limit the market liquidity of such Class A Ordinary Shares and impede their sale in the secondary market.

A U.S. broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.

These requirements may have the effect of reducing the pool of broker-dealers willing to make a market in or effect transactions in our Class A Ordinary Shares, reducing the pool of potential investors, and reducing the level of trading activity in any secondary market that may develop. As a result, investors may find it difficult to sell their Class A Ordinary Shares, and the market price of our Class A Ordinary Shares may be adversely affected.

The market for “penny stocks” has also suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses.

There is no minimum amount of Class A Ordinary Shares which have to be sold in this Offering for us to close. If we do not sell enough shares to implement our business plan, you might lose your entire investment.

There is no required minimum amount of Class A Ordinary Shares that must be sold in this Offering. As a result, potential investors will not know how many shares will ultimately be sold nor the minimum amount of proceeds we will receive from the Offering, which might be nothing. If we sell only a few shares, potential investors may end up holding shares in a company that (i) has not received adequate proceeds from this Offering to continue ongoing operations and (ii) does not have enough capital to properly implement its business plan.

Our Class A Ordinary Shares may be less transferable because OTCQB is not a “recognized exchange” under the Securities and Investment Business Act.

The OTCQB is not designated as a “recognized exchange” for the purposes of the Securities and Investment Business Act, any shares in our Company will not benefit from the provisions of the Securities and Investment Business Act which relate to the transferability of shares in our Company while listed on a recognized exchange. As such, any transfer of shares in our Company would need to be made by way of the registration of such shares with a brokerage which would take legal title to such shares and thereby allow the beneficial title in such shares to be transferred in accordance with the rules of the OTC Markets, or, such transfer would be required to be made by a written instrument of transfer signed by the transferor and containing the name and address of the transferee.

If we fail to meet applicable trading requirements, OTCQB may prohibit the trading of our Class A Ordinary Shares, in which case the liquidity and market price of our Class A Ordinary Shares could decline.

Assuming our Class A Ordinary Shares are trading on OTCQB, we cannot assure you that we will be able to meet OTCQB’s reporting standards in the future. If we fail to comply with the applicable reporting requirements and OTCQB prohibits the trading of our Class A Ordinary Shares, we and our shareholders could face material adverse consequences, including limited or no availability of market quotations for our Class A Ordinary Shares and reduced liquidity.

The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who held our Class B Ordinary Shares prior to this Offering. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.

Each Class B Ordinary Share has twenty (20) votes per share, and our Class A Ordinary Shares, which we are selling in this Offering, have one vote per share. Following this Offering, our major shareholders, which together hold 100% of our issued and outstanding Class B Ordinary Shares, will own shares representing approximately 71.89% of the voting power of our outstanding Ordinary Shares following this Offering. In addition, because of the twenty-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our Ordinary Shares and therefore control all matters submitted to our shareholders for approval until converted by the holders of our Class B Ordinary Shares. This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of our Class A Ordinary Shares.

Future transfers by holders of Class B Ordinary Shares will generally result in those shares converting to Class A Ordinary Shares, subject to limited exceptions as specified in our second amended and restated memorandum and articles of association, such as transfers to family members. The conversion of Class B Ordinary Shares to Class A Ordinary Shares will have the effect, over time, of increasing the relative voting power of those holders of Class B Ordinary Shares who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B Ordinary Shares could gain significant voting control as other holders of Class B Ordinary Shares sell or otherwise convert their shares into Class A Ordinary Shares.

We cannot predict the effect that our dual-class structure may have on the market price of our Class A Ordinary Shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of our Ordinary Shares would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our Class A Ordinary Shares. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our Ordinary Shares, we will likely be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

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

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

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

Our management and our auditor have identified the following material weaknesses in our internal controls over financial reporting: (a) limited technical accounting expertise: the Company’s finance team has limited experience in addressing certain complex U.S. GAAP accounting matters and in preparing and reviewing consolidated financial statements in compliance with SEC reporting requirements; and (b) insufficient segregation of duties and review processes: the financial reporting process lacks a structured segregation of responsibilities between preparation, review, and approval, which has limited the effectiveness of oversight over the financial close and consolidation process. We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including (i) engaging qualified professionals with U.S. GAAP and SEC reporting expertise to enhance technical capabilities and establish a more robust financial reporting and system control framework; (ii) enhancing oversight procedures and implementing a clear review and approval structure to improve segregation of duties in the financial close process; and (iii) providing regular U.S. GAAP training for finance personnel to improve accounting knowledge and keep staff updated with evolving standards. However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting. Our failure to correct these control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Furthermore, it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional material weaknesses and deficiencies. Upon completing this Offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management’s assessment on our internal control over financial reporting in our annual report on Form 20-F, beginning with our annual report for the fiscal year ending December 31, 2026. 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 may be required to 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.

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

The trading price of our Class A Ordinary Shares is likely to be volatile and could fluctuate due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Singapore. The securities of some of these companies have experienced significant volatility since their IPOs, including, in some cases, substantial price declines in the trading price of their securities. The trading performances of other Singapore companies’ securities after their offerings may affect the attitudes of investors towards Singapore-based, U.S.-listed companies, which consequently may affect the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Singapore companies may also negatively affect the attitudes of investors towards Singapore companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares.

In addition to the above factors, the price and trading volume of our Class A Ordinary Shares may be highly volatile due to multiple factors, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will be traded.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent IPOs, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial conditions or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

In the past, shareholders of public companies have brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial conditions and results of operations.

Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

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

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

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect the market price of our Class A Ordinary Shares.

Sales of substantial amounts of our Class A 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 Class A Ordinary Shares and could impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and 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. As of the date of this prospectus, an aggregate of 19,975,000 Class A Ordinary Shares and 1,275,000 Class B Ordinary Shares are outstanding, and 21,975,000 Class A Ordinary Shares and 1,275,000 Class B Ordinary Shares will be outstanding immediately after the consummation of this Offering, assuming the maximum number of shares offered in this self-underwritten, best-efforts Offering is sold. Sales of these Class A Ordinary Shares into the market could cause the market price of our Class A Ordinary Shares to decline.

You must rely on price appreciation of our Class A Ordinary Shares for return on your investment because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our Board.

Our Board has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our Board. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our Board decides to declare and pay dividends, 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 conditions, contractual restrictions and other factors deemed relevant by our Board. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. Please refer to the section titled “Dividend Policy” section for more information.

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

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

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. 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 were you investing in a U.S. domestic issuer.

There is no assurance we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could subject U.S. investors in our Class A Ordinary Shares to significant adverse U.S. income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, including goodwill and (taking into account the expected proceeds from this Offering) the value of the assets held by our strategic investment business, the expected proceeds from this Offering as well as projections as to the market price of our Class A Ordinary Shares immediately following the completion of this Offering, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there is no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of our Class A Ordinary Shares and on the receipt of distributions on our Class A Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares.

We will incur increased costs as a result of 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 of 2002 and the rules subsequently implemented by the SEC detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups (“JOBS”) Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2012 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 costlier. 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 of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming 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. It may also be more difficult for us to find qualified persons to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We will remain an emerging growth company until the earliest of (i) 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 our Class A 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, (ii) the end of the fiscal year during which we have total annual gross revenues of US$1.235 billion or more, (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 last day of our fiscal year following the fifth anniversary of the completion of this Offering.

You should read the entire prospectus carefully and we strongly caution you not to place any reliance on any information contained in press articles or other media regarding us and the listing.

We wish to emphasize to prospective investors that we do not accept any responsibility for the accuracy or completeness of the information contained in any press articles or other media coverage regarding us or the offering, and such information that was not sourced from or authorized by us. We make no representation to the appropriateness, accuracy, completeness or reliability of any information contained in any press articles or other media coverage about our business or financial projections, share valuation or other information. Accordingly, prospective investors should not rely on any such information and should rely only on information included in this prospectus in making any decision as to whether to invest in our Class A Ordinary Shares.

Risks Related to Doing Business in Certain Countries and Regions

Our operating subsidiary Hiverlab Singapore is subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

As our operating subsidiary, Hiverlab Singapore, is a company incorporated under the laws of the Republic of Singapore, we are required to comply with the laws of Singapore, certain of which are capable of extraterritorial application, as well as constitutions of our Singapore operating subsidiaries. In particular, Hiverlab Singapore is required to comply with certain provisions of the Securities and Futures Act 2001, of Singapore (the “Singapore Securities and Futures Act”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

Our failure to obtain, maintain or renew licenses, approvals, permits, registrations, or filings necessary to conduct our operations could have a material adverse impact on our business, financial condition, and results of operations.

Regulatory authorities in various jurisdictions oversee different aspects of our business operations. We are required to obtain a number of licenses, approvals, permits, registrations, and filings and are subject to certain reporting obligations required for maintaining our subsidiary and personnel in such jurisdictions. We cannot assure you that we have obtained all of these licenses, approvals, permits, registrations, and filings or will continue to maintain or renew all of them or that we have complied with these requirements in full. If we fail to obtain necessary authorizations, we may be subject to various penalties, such as confiscation of illegal revenues, fines and discontinuation or restriction of business operations, which may materially and adversely affect our business, financial condition, and results of operations. In addition, there can be no assurance that we will be able to maintain our existing licenses, approvals, registrations or permits in the relevant jurisdictions, renew any of them when their current term expires, or update existing licenses or obtain additional licenses, approvals, permits, registrations, or filings necessary for our business expansion from time to time. If we fail to do so, our business, financial conditions and operational results may be materially and adversely affected.

Changes in the political, economic or social conditions or government policies in Vietnam and Southeast Asia could materially and adversely affect our business and operations.

Our operations, results of operations and prospects will be influenced to a significant degree by political, economic, regulatory and social conditions in Vietnam and Southeast Asia.

The Vietnamese and Southeast Asian economies differ from developed markets in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and regulation of industry. Risks related to the economic, political and social conditions in Vietnam and Southeast Asia include:

As a result, future political, economic and social conditions in Vietnam and Southeast Asia; unforeseen events, as well as certain actions and policies that the Vietnamese government or governments throughout Southeast Asia may or may not take or adopt; and political turmoil or shifts in staff and regulators in Vietnamese or Southeast Asian authorities which create uncertainties, could materially and adversely affect our business, financial condition and results of operations.

Emerging markets such as Vietnam and the other countries in which we operate are subject to greater risks than more developed markets, and financial turmoil in any emerging market could disrupt our business, as well as cause the price of the Class A ordinary shares to fall.

Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors should also note that emerging markets such as Vietnam are subject to rapid change and that the information set out herein may become outdated relatively quickly. Moreover, financial turmoil in any emerging market country tends to adversely affect other emerging market countries. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Vietnam and adversely affect the Vietnamese economy and our business. In addition, during such times, emerging market companies can face severe liquidity constraints as foreign funding sources are withdrawn. Thus, even if the Vietnamese economy remains relatively stable, financial turmoil in any emerging market country could seriously disrupt our business, as well as result in a decrease in the price of the Class A ordinary shares.

Inherent uncertainties in the legal systems in Vietnam could adversely affect us.

When compared to many developed economies, the legal systems in Vietnam, Southeast Asia and the other markets in which we may operate are not be as developed nor provide as robust protections to private businesses. The laws and regulatory apparatus affecting these economies are evolving with continuing improvements and increasing transparency but are still not as well established as the laws and regulatory apparatus of regions such as the United States. Policy changes and interpretations of applicable laws may produce unexpected consequences, which could have an adverse effect on domestic business operators. For example, although in recent years the legal system in Vietnam has been moving towards increasingly sophisticated, transparent access for investors, uncertainties and limitations still exist in relation to the interpretation and enforcement of laws like Vietnam’s Civil Code, Commercial Law, Vietnam’s Law on Investment and Vietnam’s Law on Enterprises, which impact related regulations and accordingly business activities, corporate government and shareholders’ rights. Authorities in Vietnam and in some of our other markets retain considerable discretion in how their laws are enforced, and enforcement can be unpredictable and inconsistent. Even if we believe that we have complied with a law, rule or regulation as generally understood in Vietnam and/or in accordance with the advice of legal counsel, there is no guarantee that the relevant regulators will agree that we have complied, in particular on matters that allow for subjectivity or interpretation. Moreover, as the industries in which we operate are relatively new in Vietnam, legislative intent and interpretation regarding new concepts and technologies might conflict, be unclear and evolving. As the legal systems in these jurisdictions develop, inconsistencies and uncertainties in their laws and regulations are likely to be addressed as new laws are interpreted and refined and older laws are repealed or updated. We cannot assure you when the legal system in Vietnam and Southeast Asia will obtain the level of certainty and predictability of other jurisdictions with more developed legal systems.

An adverse determination by tax authorities on the tax positions we will take in connection with part or all of the reorganization and other transactions could expose us to additional tax liabilities.

We exercise significant judgment in determining our provision for taxes and there may be transactions and calculations where the proper tax treatment is uncertain. Our determinations are not binding on the applicable taxing authorities, including the Ministry of Finance and its General Department of Taxation in Vietnam. There are often transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities in Vietnam. Although we believe our tax estimates are reasonable, the final determination in a tax audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes in such circumstances could result in a material adverse effect on our tax provisions, net income or cash flows in the period or periods for which that determination is made.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including, among others, those listed under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulations,” and other sections in this prospectus, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

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

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

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

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

USE OF PROCEEDS

Based upon the fixed offering price of $1.00 per Class A Ordinary Share, we estimate that we will receive gross proceeds of up to $2,000,000 from the sale of 2,000,000 Class A Ordinary Shares offered by us in this Offering. After deducting estimated offering expenses, we estimate that the net proceeds from this Offering will be approximately $1,545,556, assuming the maximum number of shares offered in this self-underwritten, best-efforts Offering is sold.

Our offering is being made on a self-underwritten basis. No minimum number of shares must be sold in order for the Offering to proceed. The offering price is fixed at $1.00 per share for the duration of this Offering.

The primary purpose of this Offering is to create a public market for the Class A Ordinary Shares for the benefit of all shareholders.

We plan to use the net proceeds of this Offering in the following order of priority:

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

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

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

DIVIDEND POLICY

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

CAPITALIZATION

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

You should read this table together with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

DILUTION

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

Our net tangible liabilities book value was approximately $788,282, or approximately $(0.037) per share, as of December 31, 2025 . Our net tangible book value represents the amount of our total consolidated tangible assets (which is calculated by subtracting intangible assets from our total consolidated assets), less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per share after giving effect to this Offering.

After giving effect to the issuance and sale of 2,000,000 Class A Ordinary Shares in this Offering at the fixed offering price of $1.00 per share, we will have 21,975,000 Class A Ordinary Shares issued and outstanding. After deducting the estimated offering expenses payable by us and giving effect to the conversion of the convertible loans, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately US$757,272, or approximately US$0.03 per Ordinary Share. The following table illustrates such dilution:

Each $1.00 increase (decrease) in the assumed offering price of $1.00 per Class A Ordinary Share, would increase (decrease) our pro forma as adjusted net tangible book value as of December 31, 2025, after this Offering by approximately $0.09 per Class A Ordinary Share, and would increase (decrease) dilution to new investors by $(0.09) per Class A Ordinary Share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated offering expenses payable by us.

To the extent that we issue additional Class A Ordinary Shares in the future, there will be further dilution to new investors participating in this Offering. 

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2025, the differences between the existing shareholders and the investors in this Offering, the total consideration paid, and the average price per Class A Ordinary Share paid at the assumed offering price of $1.00 per Class A Ordinary Share, before deducting estimated offering expenses.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a digital transformation provider and technology aggregator specializing in AI-focused and AI-driven solutions, operating primarily under our brand name “Hiverlab” through our Singapore subsidiary, Hiverlab Singapore, and its subsidiary, Hiverlab Vietnam. Headquartered in Singapore, we are a key player in Southeast Asia’s immersive spatial intelligence landscape, serving some of the world’s largest enterprises across the banking, financial services, insurance, logistics and facility management, and healthcare segments. Since the inception of Hiverlab Singapore in 2014, we have empowered organizations in Southeast Asia and Middle East to achieve innovation and modernization through our comprehensive suite of technologies, including Digital Twins, Extended Reality (“XR”), Augmented Reality (“AR”), Virtual Reality (“VR”), and Generative AI (“GenAI”) chatbots.

All our clients are located in Southeast Asia and the Middle East. For the fiscal year ended December 31, 2024 and 2025, our revenues were SGD 1,631,566 and SGD 695,760 (USD 541,068) respectively. We currently generate most of our revenues from configuration services, which represented 71.01% and 75.08% of total revenue in the fiscal year ended December 31, 2024 and 2025 respectively. For our configuration services, the Company designs software based on clients’ specific needs which require the Company to perform services including design, development, A.I. analytics, and integration, based on the components of Optimal Enterprise AI suite of offerings. These services also require significant customization.

The hardware sales and rental service revenue amounted to SGD 338,020 and SGD 77,110 (USD 59,966) represented 20.72% and 11.08% of our revenue in fiscal years ended December 31, 2024 and 2025, respectively. The maintenance services amounted to SGD 71,183 and SGD 15,980 (USD 12,427), represented 4.36% and 2.30% of our revenue in fiscal years ended December 31, 2024 and 2025. The license subscription revenue amounted to SGD 63,847 and SGD 80,260 (USD 62,415), representing 3.91% and 11.54% of revenue in fiscal years ended December 31, 2024 and 2025.

Key Factors that Affect Results of Operations

Our results of operations have been and will continue to be affected by various factors, including those set out below:

Our ability to retain existing and acquire new customers

Our ability to retain existing customers and acquire new customers is a key driver of our revenue growth and overall financial performance. Customer retention contributes to the stability and predictability of our revenue streams, enhances operating leverage through increased adoption of our platforms and services, and strengthens long-term customer relationships. A decline in customer retention or satisfaction may result in increased churn, reduced usage of our solutions, and adverse impacts on our results of operations. In parallel, our ability to acquire new customers depends on market awareness, the effectiveness of our sales and marketing strategies, the competitiveness of our product offerings, and our ability to address the evolving needs of prospective clients across industries and geographies.

We depend on our key management team and our experienced and skilled personnel and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements. 

We depend on our key management team and our experienced and skilled personnel and our business may be severely disrupted if we are unable to maintain technological leadership and respond to the evolving demands of our customers and target markets. As a company operating in a rapidly developing sector involving artificial intelligence, spatial computing, and immersive technologies, our Chief Technology Officer, tech advisor and his technology team are essential to support innovation, enhance the functionality and scalability of our platforms, and develop new product offerings. The Company has to continue the hiring and retention of specialized technical talent, acquisition of advanced software and hardware infrastructure, and ongoing development of proprietary algorithms and systems. Our performance depends on the continued service and performance of our technology team because they play an important role in guiding the implementation of our business strategies and future plans. The relationships that our experienced management team has developed with our customers over the years are important to the future development of our business. If any of our Chief Technology Officer or either of our key employees from the technology team were to terminate their services or employment, there is no assurance that we would be able to find suitable replacements in a timely manner. The loss of services of either of these key personnel and/or the inability to identify, hire, train and retain other qualified engineering, technical and operations personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.

We may be unable to meet the specifications of our customers or keep up with fast-changing technological developments.

The needs of our customers may change as a result of new developments in technology. Our future success depends on our ability to launch better new products and services that meet evolving market demands of our customers, and in particular, new AI solutions, software applications and related technologies that are compatible with the products and systems used by our customers. The preferences and purchasing patterns of our customers can change rapidly due to technological developments in their respective industries. There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our products to the requirements and specifications of our customers. There is also no assurance that we will be able to sufficiently and promptly respond to changes in customer preferences to make corresponding adjustments to our products or services, and failing to do so may have a material and adverse effect on our business, financial condition, results of operations and prospects.

Strategic acquisitions and investments

We may selectively pursue acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. The business or financial performance of the companies in which we have invested as well as our ability to successfully integrate these investments with our existing business would impact our results of operations and financial conditions.

Key Performance Indicators

Management evaluates the performance of the Company and its subsidiaries using a combination of financial and operational key performance indicators (“KPIs”). These KPIs are reviewed together with the Company’s consolidated financial results and are used to assess operating performance, monitor business trends, allocate resources and support strategic decision-making. Management believes that these KPIs provide useful supplemental information to investors by helping them better understand the drivers of the Company’s performance and operating results.

For Optimal AI:

Revenue Growth Rate

Management tracks revenue growth rate, both overall and by business segment, to measure the scalability of operations and the ability to expand revenue streams.

Gross Margin Percentage

Gross Margin Percentage is a key indicator of the Company’s efficiency, particularly in balancing software-driven and services-driven revenue. This metric reflects the profitability of the Company’s offerings and its ability to optimize the cost structure as revenue scales.

Operating Cash Flow

Operating cash flow is monitored to evaluate the sustainability of the Company’s operations. It ensures that the Company generates sufficient cash to fund ongoing operations and future growth initiatives.

For Hiverlab Singapore and its subsidiaries:

Number of Projects Completed

For our primary operating subsidiary Hiverlab Singapore and its subsidiaries, which focus on immersive technology and enterprise AI solutions, the number of projects completed is an important metric that reflects operational throughput and customer engagement.

Active Platform Users and Licenses Issued

The adoption and usage of proprietary platforms and subscription-based services are measured through the number of active platform users and licenses issued. This metric signifies the success of the Company’s SaaS-based business model.

Project Delivery Timeliness and Customer Satisfaction Scores

Management monitors project delivery timeliness and customer satisfaction scores to ensure high-quality execution and maintain strong client relationships. These metrics help track the Company’s ability to meet customer expectations and deliver value.

Employee Utilization Rate

The efficiency of project teams and development staff is assessed using the employee utilization rate, which measures how effectively resources are allocated across active projects and development efforts.

Recurring Revenue Share

Recurring revenue share, defined as the percentage of total revenue derived from SaaS and maintenance contracts, is a critical metric for evaluating the stability and predictability of revenue streams.

The KPIs presented below are prepared on a consistent basis across periods. Certain KPIs may not be directly comparable to similarly titled measures used by other companies, as definitions and calculation methodologies may differ. The Company’s operations during the periods presented were primarily conducted through Hiverlab Singapore and its subsidiaries, and accordingly, trends in consolidated KPIs generally reflect the performance of those entities.

Fiscal Years Ended December 31, 2024 and 2025

Key Performance Indicators

Discussion and Analysis:

Revenue Growth Rate

The consolidated revenue growth rate declined 57.4% in fiscal year 2025 from an improvement of 45.7% in fiscal year 2024. The decrease was primarily attributable to a lower number and value of projects undertaken and completed during 2025, particularly configuration projects, as compared with 2024. Revenue in 2024 also included project revenue generated from customers outside our principal markets that did not recur in 2025. During 2025, our project activities were concentrated primarily in Singapore and Vietnam, as we focused our resources on these markets and adopted a more selective approach toward undertaking projects in other geographical markets.

Gross Margin Percentage

Gross margin percentage slightly decreased to 46.6% in fiscal 2025 compared to 47.5% in fiscal year 2024. Gross margin remained relatively stable because the decrease in cost of revenues was generally in line with the decrease in operating revenues. 

Operating Cash Flow

Net cash provided by operating activities of SGD (245,351) in fiscal year 2024 shifted to SGD (154,340) (USD (120,024)). The turnaround of net cash used in operating activities from net cash provided by operating activities was mainly due to the increase of gross accounts receivables by SGD 185,374, whilst offsetting by the decrease of inventory by SGD 12,009, decrease of deposits, prepayments and other receivables by SGD 40,847, and decrease of operating lease obligations by SGD 51,730, albeit to the increase of accounts payable by SGD 35,034, and increase of other payables by SGD 433,838 for the fiscal year of 2025.

Operational Metrics

The number of projects completed decreased from 14 in fiscal year 2024 to 8 in fiscal year 2025.

Results of Operations

Year ended December 31, 2024 compared to year ended December 31, 2025

The following table sets forth a summary of the consolidated results of operations of us for the years indicated, both in absolute amount and as a percentage of our total revenues.

Operating Revenues

Our total operating revenues decreased by 57.4% to SGD 695,760 (USD 541,068) for the year ended December 31, 2025, from SGD 1,631,566 for the year ended December 31, 2024. The majority of our revenues were generated from the configuration services for the year ended December 31, 2024 and 2025, respectively. The decrease was primarily attributable to a lower number and value of projects undertaken and completed during 2025, particularly configuration projects, as compared with 2024. Revenue in 2024 also included project revenue generated from customers outside our principal markets that did not recur in 2025. During 2025, our project activities were concentrated primarily in Singapore and Vietnam, as we focused our resources on these markets and adopted a more selective approach toward undertaking projects in other geographical markets.

The Company has empowered organizations to achieve innovation and modernization through our comprehensive suite of technologies, including Digital Twins, Extended Reality (“XR”), Augmented Reality (“AR”), Virtual Reality (“VR”), and Generative AI (“GenAI”) chatbots. It currently generates most of the revenues from configuration services, which represented 71.01% and 75.08% of total revenue in the fiscal year ended December 31, 2024 and 2025 respectively. And the hardware sales and rental service revenue amounted to SGD 338,020 and SGD 77,110 (USD 59,966) represented 20.72% and 11.08% of the revenue in fiscal years ended December 31, 2024 and 2025, respectively. Configuration services revenue decreased by 54.9% from SGD 1,158,516 in 2024 to SGD 522,410 (USD 406,260) in 2025, primarily due to the lower number and value of configuration projects undertaken and completed during the year. Maintenance services revenue decreased by 77.6% from SGD 71,183 to SGD 15,980 (USD 12,427), principally as a result of fewer projects requiring related maintenance and support services. Hardware rental and sales revenue decreased by 77.2% from SGD 338,020 to SGD 77,110 (USD 59,966), primarily due to fewer project deployments involving hardware during 2025. In contrast, license subscription revenue increased by 25.7% from SGD 63,847 to SGD 80,260 (USD 62,415). The increase in license subscription revenue reflected the Company’s increasing emphasis on more standardized and recurring product-based offerings as part of its evolving business mix, rather than relying primarily on customized project-based configuration services.

The following table sets forth the geographic distribution of our revenues by the geographical locations of customers for the respective years indicated:

Cost of revenues

Cost of revenues decreased by 56.6% to SGD 371,773 (USD 289,115) for the year ended December 31, 2025, from SGD 855,777 for the year ended December 31, 2024. The cost of revenues primarily comprises personnel expenses (including salaries and benefits) related to software development and subscription services, as well as costs associated with maintaining software applications, procuring hardware equipment, and logistics for hardware delivery. The decrease was primarily attributable to the lower number and value of projects undertaken during 2025, which resulted in lower project-related personnel, third-party service, hardware procurement and logistics costs. In addition, the Company implemented cost-control measures and managed its project resources more selectively during the year. The concentration of project activities primarily in Singapore and Vietnam also reduced costs associated with undertaking and supporting projects in other geographical markets.

Gross profit and gross margin

Gross profit saw a decrease of 58.2%, dropping to SGD 323,987 (USD 251,953) for the year ended December 31, 2025, compared to SGD 775,789 for the year ended December 31, 2024. Concurrently, the gross profit margin decreased slightly to 46.6% from 47.5% over the same period. Although gross profit decreased significantly in absolute terms, gross margin remained relatively stable because the decrease in cost of revenues was generally in line with the decrease in operating revenues. Accordingly, the substantial decline in gross profit primarily reflected the lower overall level of business activity rather than a significant deterioration in the margin generated from the Company’s projects and services.

Selling and marketing expenses

Selling and marketing expenses experienced a slight increase of 6.6%, rising to SGD 405,993 (USD 315,727) for the year ended December 31, 2025, from SGD 380,714 for the year ended December 31, 2024. Selling and marketing expenses consist of advertising and marketing material expenses and staff salary in the sales and marketing department. The increase was primarily due to the expansion of the sales and marketing team, as additional personnel were hired to support business growth initiatives. These newly added team members demonstrated strong performance and efficiency, contributing significantly to the company’s decrease in revenue through successful customer acquisition and retention efforts.

General and administrative expenses

General and administrative expenses decreased by 20.4% to SGD 370,359 (USD 288,015) for the year ended December 31, 2025, compared to SGD 465,029 for the year ended December 31, 2024. General and administrative expenses primarily consist of payroll and welfare costs for administrative staff and management, office-related expenses, travel expenses, professional service fees, entertainment costs, depreciation and amortization, bad debt write-offs, and other general overheads. The decrease was mainly attributable to an allowance for expected credit loss SGD 85,106 (USD 66,184) while in the year ended December 31, 2024 there was an ad hoc write-off of allowance for credit losses SGD 119,339 and allowance for expected credit loss of SGD 42,782 during the year.

Interest expenses

Interest expenses increased significantly by 345.7% to SGD 75,452 (USD 58,676) for the year ended December 31, 2025, from SGD 16,929 for the year ended December 31, 2024. Interest expenses primarily represent interest incurred on bank borrowings and convertible loans. The expense incurred by bank borrowings remained relatively consistent year-over-year, with the slight decrease attributed to a reduction in the outstanding loan principal, resulting in a lower interest basis during the year, while due to the large amount of convertible loans, interest incurred was significantly larger. 

Other income, net

Other income decreased by 79.4% to SGD 12,717 (USD 9,890) for the year ended December 31, 2025, from SGD 61,865 for the year ended December 31, 2024. The sharp decrease was primarily due to the cessation of government grants and post-COVID-19 subsidy programs that were last received in 2024. These grants, which supported business continuity and recovery efforts during the pandemic period, were no longer available in 2025, resulting in a significant reduction in other income.

Provision for income taxes

The provision for income taxes for the year ended December 31, 2024 were arising from the taxable income generated during the years. There was no provision for income taxes for the year ended December 31, 2025, mainly due to significant net loss.

Net loss

As a result of the foregoing, our net loss increased to SGD 515,100 (USD 400,575) for the year ended December 31, 2025, from SGD 25,751 for the year ended December 31, 2024. The increase in net loss was primarily attributable to the significant reduction in operating revenues arising from the lower number and value of projects undertaken during 2025, which resulted in a corresponding decrease in gross profit. Although the Company reduced its cost of revenues and undertook cost-control measures, operating expenses did not decrease proportionately with the decline in revenue. The increase in interest expense and the decrease in other income during 2025 also contributed to the higher net loss. These factors were partially offset by reductions in certain administrative and project-related costs during the year.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our use of cash was primarily related to operating activities and purchase of equipment. We have historically financed our operations primarily through our cash flow generated from our business operations and bank loan.

We believe we have sufficient cash generated from operations to meet our regular working capital requirements based on the existing cash, cash generated from our operations and financial support from our controlling shareholder for the next 12 months from December 31, 2025, which is also based on our management’s experience, the debt financings available and the expected proceeds obtained through the IPO.

We have strategic plans to expand our business by investment in research and development, expanding into new markets and enhancing configuration services. We plan to utilize the proceeds raised from the Company’s IPO to achieve this. Additionally, in the event of insufficient liquidity to meet our current obligations, the Company may consider plans to raise capital through offering additional shares or tapping into an appropriate capital market.

While we acknowledge that unforeseen circumstances or changes in market conditions could impact on our liquidity, we remain committed to monitoring our financial health and will take necessary actions to secure additional financing if needed.

Going Concern and Liquidity

The Company’s accounts have been prepared assuming that the company will continue as a going concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company’s ability to continue as a going concern depends upon aligning its sources of funding (debt and equity) with the expenditure requirements of the Company and repayment of short-term debt facilities as and when they fall due.

The Company has considered whether there is a substantial doubt about its ability to continue as a going concern. As of December 31, 2025, we had current assets of SGD 418,154 and current liabilities of SGD 886,431, resulting in a working capital deficit of SGD 468,277. We also had a shareholders’ deficit of SGD 117,968 and incurred a net loss of SGD 515,100 for the year ended December 31, 2025. Our cash and cash equivalents were SGD 170,459 as of December 31, 2025, which is unrestricted as to withdrawal and use. In view of these circumstances, the management of the Company has given consideration to the future liquidity and performance of the Company and its available sources of finance in assessing whether the Company will have sufficient financial resources to continue as a going concern.

To improve the financial position and ensure business continuity, management has implemented the following measures:

Management has implemented measures to improve the Group’s liquidity position, including actively pursuing the collection of outstanding trade and other receivables and monitoring the recoverability and timing of such collections. Management expects that the realization of these receivables, together with continued revenue-generating activities and cost-control measures, will provide financial resources to support the Group’s ongoing operations and its ability to meet obligations as they fall due.

In addition, four shareholders of Optimal Investments Limited (“OIL”), the Company’s major shareholder, have provided written undertakings to provide financial support to the Group, whether directly or through OIL, as and when required, to enable the Group to continue its operations and meet its liabilities and financial obligations as they fall due. The aggregate committed financial support amounts to SGD 400,000, comprising SGD 100,000 from each of the four supporting shareholders. The financial support will remain available for a period of at least twelve months from the date of approval of the audited financial statements. Management has also considered the supporting shareholders’ confirmations of their financial capacity and sufficient resources to provide their respective portions of the commited support.

Based on the foregoing, management concluded that its plans are probable of being effectively implemented and are sufficient to alleviate the substantial doubt regarding the Group’s ability to continue as a going concern. Accordingly, management believes that the Group has sufficient resources to continue its operations for at least twelve months from the date of issuance of the consolidated financial statements. 

Years ended December 31, 2024 and 2025

The following table sets forth a summary of our cash flows information for the years indicated:

Operating activities

Our cash inflow from operating activities was principally receipt of payments from customers. Our cash outflows from operating activities were principally due to payments for payroll costs, payment project outsourcing fees, hardware costs and expenses, overhead software subscriptions and expenses, rental, and other administrative and operating expenses. Net cash used in or provided by operating activities reflects our net loss or income adjusted for depreciation of equipment, amortization of right-of-use assets and change in operating assets and liabilities items including accounts receivable, deposits, prepayments and other receivables, inventory, other payables and accrued liabilities and repayment of operating lease obligations.

Net cash used in operating activities for the year ended December 31, 2025 was SGD 154,340 (USD 120,024), as compared to net cash used in operating activities of SGD 245,351 for the year ended December 31, 2024. The turnaround of net cash used in operating activities from net cash provided by operating activities was mainly due to the increase of gross accounts receivables by SGD 185,374, whilst offsetting by the decrease of inventory by SGD 12,009, decrease of deposits, prepayments and other receivables by SGD 40,847, and decrease of operating lease obligations by SGD 51,730, albeit to the increase of accounts payable by SGD 35,034, and increase of other payables by SGD 433,838 for the fiscal year of 2025.

Investing activities

Our cash used in investing activities represented purchases of equipment.

During the year ended December 31, 2025 and 2024, we had net cash outflow from investing activities of SGD 12,084 (USD 9,397) and SGD 4,239 which arose from the purchases of equipment.

Financing activities

Our cash inflows from financing activities primarily resulted from proceed from new bank loans, while cash outflows were due to repayments of bank loan.

During the year ended December 31, 2025, we had cash inflows from a bank loan of SGD 150,000 (USD 116,650) and convertible loans with interest incurred amounting to SGD 956,208 (USD 743,610), offset by repayment of bank loans of SGD 63,534 (USD 49,408), repayment of amount due to director of SGD 4,275 (USD 3,325), and cash used in deferred offering costs SGD 892,303 (USD 693,914).

During the year ended December 31, 2024, we had net cash used in financing activities of SGD 35,640 (USD 27,716), which mainly arose from the repayment of bank loans.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2025, which include principal and, where applicable, accrued interest associated with our borrowings and other contractual liabilities:

The convertible loan balance of SGD 1,056,208 (USD 821,377) comprises SGD 1,000,000 of principal and SGD 56,208 of accrued interest. Of the accrued interest, SGD 11,589 relates to the loan tranche classified as current and SGD 44,619 relates to the loan tranches classified as non-current.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.

Quantitative and Qualitative Disclosure About Market Risk

Concentration of credit risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the service clients. To reduce credit risk, we perform on-going credit evaluations of the financial condition of these service clients. We establish a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service clients and other information.

Concentration of clients and vendors

Concentration of clients

As of December 31, 2025, three clients, Company Q, Company H and Company I, accounted for 37.47%, 32.02%, and 24.53% of the Company’s total accounts receivable, respectively. As of December 31, 2024, three clients, Company A, Company B, and Company C, accounted for 50.49%, 22.90%, and 16.51% of the Company’s total accounts receivable, respectively.

For the year ended December 31, 2025, two clients, Company H and Company Q, accounted for 39.38% and 15.81% of the Company’s total revenues respectively. For the year ended December 31, 2024, four clients, Company D, Company E, Company F and Company G, accounted for 11.91%, 13.04%, 45.06% and 19.12% of the Company’s total revenues respectively.

Concentration of vendors

As of December 31, 2025, one vendor, Company J, accounted for 85.63% of the Company’s total accounts payable respectively. As of December 31, 2024, the accounts payable for the Company was nil.

For the year ended December 31, 2025, four vendors, Company J, Company K, Company N, and Company O, accounted for 43.14%, 19.51%, 13.41%, and 11.46% of the Company’s total purchase, respectively. For the year ended December 31, 2024, two vendors, Company L and Company M accounted for 27.94% and 24.28% of the Company’s total purchase respectively. 

Foreign currency risk

The Company is exposed to foreign currency risk arising from fluctuations in exchange rates, primarily between the Singapore Dollar (SGD) and the Vietnamese Dong (VND), due to its subsidiary operations in Vietnam. Transactions denominated in VND include professional fees office expenses, and other local operating costs incurred by the subsidiary.

As the functional currency of the Company is SGD, the results and financial position of the Vietnamese subsidiary are translated into SGD for consolidation purposes. Monetary assets and liabilities denominated in VND are remeasured at the closing exchange rate at the reporting date and resulting exchange differences are recognized in the statement of operations.

Foreign currency risk arises primarily from:

To date, the Company has not entered into any foreign exchange contracts or other derivative instruments to hedge its foreign currency exposure. Management continues to monitor the Company’s currency risk exposure and may consider hedging strategies in the future should the exposure become material.

Interest rate risk

At the end of fiscal year 2025, we had an outstanding banking facility and a working capital loan from banks in Singapore. The loan that matures in May 2028 carried a fixed interest rate of 7.75% per annum, while the loan that matures in March 2029 carried a fixed interest rate of 7.00% per annum throughout their respective periods. We do not have an interest rate hedging policy to mitigate the risk of fluctuating interest rates. However, our management monitors interest rate exposures and assesses the Group’s position to secure new bank loans or finance leases.

Critical Accounting Policies, Judgments and Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

Revenue recognition

Effective July 1, 2019, we adopted ASC Topic 606, Revenue from Contracts with Clients, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for the reporting period beginning after July 1, 2019 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under our historic accounting under ASC Topic 605. Our accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to July 1, 2019. The effect from the adoption of ASC Topic 606 was not material to our consolidated financial statements.

The five-step model defined by ASC Topic 606 requires us to (1) identify our contracts with clients, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the client in an amount that reflects the consideration expected in exchange for those goods or services.

We applied practical expedient when sales taxes were collected from clients, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price. We do not offer rights of refund of previously paid or delivered amounts, rebates, rights of return or price protection. In all instances, we limit the amount of revenue recognized to the amounts for which it has the right to bill our clients.

For the year ended December 31, 2024 and 2025, we derive revenues from four sources: (1) revenue from Configuration services, (2) revenue from license subscription, (3) revenue from maintenance services, and (4) revenue from Hardware rental and sales. All of the Company’s contracts with clients do not contain cancelable and refund-type provisions

(1) Configuration Services

Revenue from Configuration Services

The contract is typically fixed priced and does not provide any post-contract client support or upgrades. The Company customize and configure their AI suite and AI application based on clients’ specific needs which require the Company to perform services including design, development, A.I. analytics, and integration, based on the components of Optimal Enterprise AI suite of offerings. Upon delivery of the services, client acceptance is generally required. The Company assesses that software development services is considered as one performance obligation as the clients do not obtain benefit for each separate service. The duration of the development period is short, usually less than one year.

The Company’s configuration service revenues are generated primarily from contracts with government or related agencies and state-owned enterprises. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term, and a portion of contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.

The Company’s revenue from configuration service contracts is generally recognized at point in time as the Company’s performance obligation has completed and the control is transferred to the Company’s clients. The Company uses an output method based on completion of performance obligation as the Company believes that this method most accurately reflects the Company’s revenue recognition base on satisfaction of the performance obligation, which usually takes less than one year.

In certain configuration service arrangements, the Company sells equipment customized and integrated with the developed software. The Company assesses the customized equipment and service are interdependent and highly interrelated. In these cases, the Company controls the customized equipment before it is transferred to the clients. The Company has the right to direct the suppliers and control the goods or assets transferred to its clients. Thus, the Company considers it should recognize revenue as a principal in the gross amount of consideration to which it is entitled in exchange for the customized equipment delivered.

(2) License subscription

Revenue from License subscription

Revenue from license subscription and maintenance is primarily comprised of fixed-fee contracts, which require the Company to provide product licensing services with their AI suite and AI application over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is typically 1 to 12 months. The consulting and technical support services contracts typically include a single performance obligation. The revenue is recognized over the contract term as clients receive and consume benefits of such services as provided.

(3) Maintenance services

Revenue from Maintenance services

Revenue from maintenance services is primarily comprised of fixed-fee contracts, which require the Company to provide support and maintenance services over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or yearly basis over the contract term, which is typically 1 to 12 months. maintenance services contracts typically include a single performance obligation. The revenue is recognized over the contract term as clients receive and consume benefits of such services as provided.

(4) Hardware rental and sales

Revenue from Hardware rental and sales

The Company engages in rental and sale of VR/AR hardware and related accessories. The Company typically enters into contracts with its client where the rights of the parties, including payment terms, are identified and sales prices to the clients are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes hardware sale revenue at a time when the control of products is transferred to clients. The Company typically enters into a rental agreement with its client where the rights of the parties, including rental period, payment terms, are identified and rental fees to the clients are fixed with no separate sales rebate, discount, or other incentive and no right of refund exists in the agreement. The Company’s performance obligation is to deliver products according to the agreement specifications and period. The Company recognizes the rental of hardware revenue over the rental period as client receive and consume benefit of such services as provided.

Practical Expedient and Exemptions

The Company does not disclose the value of unsatisfied performance obligations within one year by applying the right to invoice practical expedient provided by ASC 606-10-55-18.

New accounting standards

See the discussion of the recent accounting pronouncements contained in Note 2 “Summary of significant accounting policies - Recently issued accounting pronouncements” to the consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inflation Risk

Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

Interest Rate Risk

We are not exposed to fair value interest rate risk as our bank loans are with fixed interest rates. As the Group’s policy is to maintain borrowings primarily at fixed rates, the Group is not significantly exposed to cash flow interest rate risk arising from fluctuations in market interest rates.

Credit Risk

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through regularly evaluating the collectability of financial assets, based on a combination of factors such as credit worthiness, past transaction history, current economic industry trends and changes in payment patterns. We identify credit risk collectively based on industry and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

Liquidity Risk

We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. To manage liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.

Management monitors the Company’s liquidity position regularly.

Foreign Exchange Risk

While our reporting currency is the Singapore Dollar (“SGD”), certain revenues of the Group are denominated in U.S. dollars (“USD”), while a substantial portion of our operating expenses are denominated in SGD. As a result, we are exposed to foreign exchange risk arising from fluctuations in the exchange rate between the USD and SGD. We are also exposed to foreign currency risk arising from our Vietnam operations, including transactions denominated in Vietnamese Dong (“VND”). We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

OUR CORPORATE HISTORY AND STRUCTURE

Corporate History

Optimal AI Limited, the issuer in this Offering, was incorporated under the laws of the Cayman Islands on June 27, 2025. As of the date of this prospectus, the Company owns 100% of Optimal AI Pte. Ltd. (“Optimal AI”), a Singapore intermediate holding company with no business operations that was incorporated on July 13, 2024, which in turn holds 51% of Hiverlab Singapore. Hiverlab Singapore holds 100% of Hiverlab Vietnam Co., Ltd. (“Hiverlab Vietnam”).

We were founded in 2014 with the incorporation of Hiverlab Singapore. Hiverlab drives digital transformation with emerging technologies to redefine human machine interactions for a transparent world. The Company delivers practical, high-impact enterprise A.I. technologies such as digital twin, Video A.I., generative A.I. and more, that help businesses across different industries like healthcare, manufacturing, logistics and financial services to unlock new levels of operational efficiency, improve decision-making, and drive sustainable growth.

Optimal AI and its subsidiaries

Optimal AI, incorporated in Singapore on July 13, 2024: As part of our corporate reorganization in preparation for this Offering, on March 5, 2026, the Company issued an aggregate of 19,974,999 Class A Ordinary Shares and 1,275,000 Class B Ordinary Shares to various shareholders of Optimal AI, in exchange for all of the issued and outstanding shares in Optimal AI. Upon such share exchange and the transfers of all shares in Optimal AI to the Company on March 5, 2026, Optimal AI became our wholly owned subsidiary.

Hiverlab Singapore, incorporated in Singapore on February 18, 2014: As our primary operating subsidiary, it develops and deploys immersive communication and training solutions using XR, spatial computing, and AI technologies. It provides enterprise software and cloud-based platforms (e.g., Hiverlab AI) for creating, managing, and distributing interactive 3D and VR content. Additional activities include professional services such as system integration, digital transformation consulting, and content development for clients in industries like logistics, manufacturing, and education. It also conducts R&D on proprietary immersive and AI-assisted tools, including integration of open-source AI models. Hiverlab Singapore generates more than 95% of our total revenue for year ended December 31, 2025 through software licensing, project services, and enterprise contracts, which is material.

The Company indirectly holds 51% of Hiverlab Singapore. On September 30, 2024, Optimal Investments Limited (“OIL”) and Mr. Jiang Shutao, then shareholders of Hiverlab Singapore, entered into share swap agreements with Optimal AI. Pursuant to these agreements, OIL transferred its 17.96% interest and Mr. Jiang transferred a 33.04% interest in Hiverlab Singapore to Optimal AI. In consideration, Optimal AI allotted and issued 18,549,998 ordinary shares (representing 74.2% of Optimal AI) to OIL and 6,200,000 ordinary shares (representing 24.8% of Optimal AI) to Mr. Jiang. Upon completion of the share swap, Optimal AI became the holder of 51% of the shareholding interest in Hiverlab Singapore, which is now our indirectly owned subsidiary. Prior to the share swap, OIL and Mr. Jiang jointly controlled Hiverlab Singapore pursuant to a concert party deed.

Hiverlab Singapore is governed by a small board of directors, and to enhance oversight, Mr. Lai Kee Chwee, our director and Chief Executive Officer, will be joining the board of directors of Hiverlab Singapore upon completion of this Offering. The management team of Hiverlab Singapore is led by Mr. Jiang Shutao, our director and Chief Technology Officer, as Chief Executive Officer, responsible for strategic leadership and overall operations, and Ms. Yuan Yi as Chief Operating Officer, who oversees daily business management and staff supervision. Hiverlab Singapore operates with a lean workforce of fewer than 10 employees, enabling close oversight by its leadership team and agile decision-making. The Company exercises operational and management control over Hiverlab Singapore primarily through its 51% shareholding, which grants it majority voting rights. This control is further reinforced by active board representation and participation in key corporate decisions. Additionally, Hiverlab Singapore regularly provides financial and operational reports to our management to ensure alignment with the Company’s overall strategic objectives.

Hiverlab Singapore’s minority shareholders own 49% of the company. These minority shareholders include: (i) Mr. Jiang Shutao, our director and Chief Technology Officer; (ii) the spouse of Mr. Jiang Shutao; (iii) Ms. Yuan Yi, the Chief Operating Officer of Hiverlab Singapore; (iv) Hiverlab Employee Holding LLP (10.1%), a trust-like entity established to manage shares under the employee share option scheme company for staff options; and (v) a private investor. Among the minority shareholders, Mr. Jiang Shutao and Ms. Yuan Yi are affiliates of the Company.

Hiverlab International, incorporated in Singapore on November 18, 2022: We used to conduct our operations through Hiverlab International, a subsidiary of Hiverlab Singapore. This subsidiary had been dormant with no ongoing activities or revenue generation. As part of our corporate reorganization, on December 23, 2025, Hiverlab Singapore entered into a share transfer agreement with Mr. Jiang Shutao, our Director and Chief Technology Officer, to transfer all outstanding shares of Hiverlab International for a consideration of S$100 to Mr. Jiang Shutao (the “Disposition”). Following the Disposition, Hiverlab International is no longer owned by the Company.

Hiverlab Vietnam, incorporated in Vietnam on March 30, 2021: This subsidiary primarily sells hardware, with a focus on Microsoft HoloLens devices. Future plans include operating it as an engineering and production hub. It generates less than 5% of our total revenue for the year ended December 31, 2025 solely from hardware sales.

Constitution of Hiverlab Singapore

Objects of Hiverlab Singapore

Under the Companies Act 1967 of Singapore (the “Singapore Companies Act”) and Hiverlab Singapore’s constitution, subject to the provisions of the Singapore Companies Act, any other written law and the constitution of Hiverlab Singapore (“Hiverlab Constitution”), Hiverlab Singapore has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and for the purposes of the foregoing, full rights, powers and privileges.

Voting Rights

Each ordinary share is entitled to one vote per share. Voting at any meeting of shareholders is by show of hands unless a poll has been demanded prior to or on the declaration of the result of the show of hands by, among others, at least one shareholder present in person or by proxy and representing not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting. On a poll, each holder of ordinary shares who is present in person or by proxy or by attorney or in the case of a corporation, by a representative, has one vote for each ordinary share which he holds or represents. Proxies need not be shareholders. There are no limitations imposed by the Hiverlab Constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in the Hiverlab Constitution governing the ownership threshold above which shareholder ownership must be disclosed.

Capitalization and Other Rights

The board of directors of Hiverlab Singapore may, with the approval of its shareholders at a general meeting, capitalize any reserves or profits and distribute them as dividends in proportion to their shareholdings, on condition that it is not paid in cash but be applied either: (i) towards paying up unpaid amounts on existing shares; or (ii) in paying up in full unissued shares/debentures to be allotted/distributed and credited as fully paid up, or partly both, in accordance with the Hiverlab Constitution.

General Meetings of the Shareholders of Hiverlab Singapore

Under the Singapore Companies Act, Hiverlab Singapore is required to hold an annual general meeting of shareholders within six months from the end of its financial year. The directors may convene an extraordinary general meeting whenever they think fit and they must do so upon the requisition of shareholders representing not less than 10% of the total number of paid-up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting. In addition, two or more shareholders holding not less than 10% of the total number of issued shares (excluding treasury shares) in Hiverlab Singapore may call a meeting of shareholders.

The Singapore Companies Act provides that a shareholder is entitled to attend any general meeting and speak and vote on any resolution put before the general meeting. Unless otherwise required by law or by the Hiverlab Constitution, voting on resolutions put forth at general meetings is by ordinary resolution, passed by a simple majority of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution. An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, which is passed by a majority of not less than three-fourths of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, including voluntary winding-up, amendments to the constitution, a change of corporate name and a reduction in the share capital.

Written notice of at least 21 days shall be given for every general meeting convened for the purpose of passing a special resolution. General meetings convened for the purpose of passing ordinary resolutions generally require at least 14 days’ notice in writing.

Unless excluded under the Singapore Companies Act, an annual general meeting of a company, an extraordinary general meeting of a company, a statutory general meeting of a company, a general meeting of an amalgamating company mentioned in section 215C or 215D of the Singapore Companies Act, a meeting of a class of members of a company, a meeting order by the Singapore Court under section 182 of the Singapore Companies Act and a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Singapore Court under section 210 of the Singapore Companies Act may be held (i) at a physical place; (ii) at a physical place and using virtual meeting technology; or (iii) using virtual meeting technology only. Under the Singapore Companies Act, “virtual meeting technology” means any technology that allows a person to participate in a meeting without being physically present at the place of meeting.

Minority Rights

The rights of minority shareholders of Singapore companies are protected under section 216 of the Singapore Companies Act, which gives the Singapore courts a general power to make any order, upon application by any member or holder of a debenture of a company, as they think fit to remedy any of the following situations:

Singapore courts have a wide discretion as to the remedies they may grant and the remedies listed in the Singapore Companies Act itself are not exclusive. If the Singapore courts are of the opinion that, upon an application under Section 216 of the Singapore Companies Act, either of the grounds set out above is established, the Singapore courts may, with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and, without prejudice to the generality of the foregoing, the order may:

In addition, Section 216A of the Singapore Companies Act allows a complainant (including a minority shareholder) to apply to the Singapore courts for leave to bring an action in a court proceeding or arbitration in the name and on behalf of the company or intervene in an action in a court proceeding or arbitration to which a company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of a company.

Acquisition of IntentAI

Since 2025, Optimal AI has been holding 14.36% equity stake in IntentAI Pte. Ltd. (formerly known as Emo Technologies Pte. Ltd.) (“IntentAI”), a Singapore company that was incorporated on October 2, 2018. IntentAI specializes in providing AI Chatbot solutions for enterprises in the financial and healthcare sectors. It provides a SaaS platform with AI-driven natural language processing to train chatbots for accurate customer intent recognition. The Company acquired the 14.36% equity interest of IntentAI on February 20, 2025, from Optimal Investments Limited for a consideration of S$475,020, which was settled through the issuance of shares of Optimal AI, our Singapore intermediate holding company. IntentAI’s management team consists of Manuel Ho, the Chief Executive Officer and director; Hon-Wai Chia, the Chief Technology Officer and director; and Jude Tan, the Chief Commercial Officer. Approximately 60% of IntentAI is owned by its staff and management, with the remainder held by a Singapore’s research institute and individual minority shareholders. Mr. Lai Kee Chwee, our Chairman, Director of the Board and Chief Executive Officer, served as a director of IntentAI but was not involved in the formation, day-to-day management, or daily operations of IntentAI and is not currently engaged in its management or operations. Mr. Lai first became involved with IntentAI through OIL, which invests in innovative technology companies. In 2023, he identified IntentAI’s generative AI solutions, developed in collaboration with Singapore’s government innovation institute, as having strong industry potential. Following OIL’s investment, Mr. Lai joined IntentAI’s board to support customer development. While Mr. Lai was a director of IntentAI at the time negotiations for the share swap were occurring, he abstained from IntentAI’s board approval of the share swap agreement to avoid any conflict of interest. Mr. Lai resigned from his position as a director of IntentAI effective December 31, 2025.

As of now, our products do not integrate IntentAI’s technology; however, we recognizes potential synergies and plans to explore opportunities for integrating IntentAI’s technologies into our Optimal Enterprise AI suite of solutions. There are currently no signed agreements or options to acquire additional shares in IntentAI.

Convertible Loan Agreements

Our subsidiary, Optimal AI, entered into eight separate convertible loan agreements in 2025 (the “Convertible Loan Agreements”) with eight third-party lenders (the “Lenders” as part of its pre-IPO fundraising, seeking an aggregate proceeds of approximately SGD 1,200,000. Under the Convertible Loan Agreements, SGD 100,000 was raised and drawn down in 2024 and SGD 900,000 in 2025. Since the beginning of 2026, an additional SGD 80,000 has been drawn, and the total amount of convertible loans issued to date is SGD 1,080,000.

Under the terms of the Convertible Loan Agreements, the outstanding principal amount provided by the Lenders is initially interest-free and will automatically convert into Class A Ordinary Shares upon the completion of an initial public offering of the Class A Ordinary Shares on Nasdaq Capital Market, the NYSE American LLC or any other stock exchange approved by the Lenders.

If the Company completes a trade sale prior to maturity, the outstanding principal amount is repayable to the Lenders using a formula based on the principal outstanding and a 50% discount rate applied. In the event that neither a public offering nor a trade sale occurs by the maturity date which is two years from the initial drawdown date, the loan becomes repayable in full along with interest accruing from that date forward at an annual rate of 10%, calculated based on a 365-day year. The Lenders have agreed to customary lock-up restrictions, prohibiting them from selling or transferring 50% of the shares acquired through the conversion for a period of 180 days following the closing of this Offering. The Convertible Loan Agreement also specifies events of default, including but not limited to insolvency or other similar proceedings, which could trigger immediate repayment obligations.

As the Company currently expects that the Class A Ordinary Shares will be quoted for trading on the OTCQB, the Company does not expect the conversion feature under the Convertible Loan Agreements to be triggered. Accordingly, all the outstanding principal amount provided by the Lenders will be settled in cash prior to their maturity.

Relationships among Optimal Investments Limited (“OIL”), Mr. Lai Kee Chwee and Optimal Investments Group Pte Ltd (“OIG”)

OIL is a significant shareholder of our Company, holding more than 30% of our outstanding shares. Mr. Lai Kee Chwee, our Chairman, Director of the Board, Chief Executive Officer, and founder of our Group, holds a 31% ownership interest in OIL. The remaining 69% of OIL is owned collectively by approximately 30 minority shareholders, each holding less than 10% of OIL. None of these shareholders are related to Mr. Lai, and all are passive investors with no involvement in the management or operations of OIL. OIL does not engage in any business operations and functions solely as a long-term investment vehicle.

OIG is an investment holding company and a venture capital fund manager established in June 2020. Mr. Lai Kee Chwee holds a 50% ownership interest in OIG and previously served as its Chief Executive Officer from June 2020 to April 2025. OIG manages a fund known as Optimal Investments VCC (the “OIG Fund”), which invests in 5 portfolio companies across industries distinct from the business of our Group. These industries include food technology, medical research and therapies, pet care, and Internet of Things. We believe the businesses of these portfolio companies do not conflict with our business.

Mr. Lai holds a 31% interest in OIL.

Mr. Lai also holds a 50% ownership interest in OIG and previously served as its Chief Executive Officer from June 2020 to April 2025.

OIL is an investment holding company and holds shares in the Company, a 17% minority stake in OIG Fund, and a 3% stake in UnaBiz. It does not have any other investments.

OIL and OIG are related through OIL’s minority investment in OIG Fund. OIL does not exercise operational control over OIG, and its role is limited to passive investment.

Corporate Structure

This is an Offering of the Class A Ordinary Shares of Optimal AI Limited, a Cayman Islands exempted company with limited liability, which is a holding company with no material operations of our own. We conduct our operations through our Singapore and Vietnam operating subsidiaries.

Because we are incorporated under the laws of Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections titled “Risk Factors” and “Enforcement of Civil Liabilities” for more information.

Our subsidiaries will remain the same prior to and after this Offering. The chart below illustrates our corporate structure and identifies our subsidiaries (i) prior our Group’s initial public offering and (ii) after our Group’s initial public offering:

Our Controlling Shareholder currently, directly and indirectly, owns 43.19% of our outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares, representing approximately 75.50% of our total voting power, and, upon consummation of this Offering, our Controlling Shareholder will continue to own 39.26% of our outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares, which represents approximately 71.89% of the total voting power of our outstanding Ordinary Shares, assuming maximum number of shares offered in this self-underwritten, best-efforts Offering is sold.. See “Risk Factors—Risks Related to Our Corporate Structure.”

INDUSTRY OVERVIEW

We operate at the intersection of several high-growth technology sectors, including spatial intelligence, Digital Twin technology, augmented reality, virtual reality, mixed reality, cloud computing, system integrations, and data visualization. These fields are driving digital transformation by enabling businesses to analyze spatial data, create virtual replicas of physical assets, and deliver immersive experiences.

Spatial Computing and Intelligence

Spatial intelligence, often linked to spatial computing, involves technologies that process and interact with spatial data, enabling machines to understand and manipulate physical environments. Spatial computing integrates AR, VR, MR, and AI to create immersive and interactive experiences. According to the report titled “Spatial Computing Market Size, Share, and Trends 2025 to 2034”, published by Precedence Research on July 24, 2024, the global spatial computing market size was USD 122.92 billion in 2023, calculated at USD 149.59 billion in 2024, and is expected to reach around USD 1,066.13 billion by 2034. While the global market is expanding at a compound annual growth rate (“CAGR”) of 21.7% over the forecast period from 2024 to 2034, Asia Pacific is expected to expand at a CAGR of 22.2%. This growth is fueled by advancements in AI, IoT, and the increasing adoption of AR/VR in gaming, education, healthcare, and enterprise applications. For example, spatial computing enables virtual training simulations for surgeons or immersive learning environments for students, enhancing engagement and outcomes.

Digital Twin Market

Digital twin technology creates virtual replicas of physical assets, systems, or processes, allowing real-time monitoring, simulation, and optimization. Digital twin technology enables businesses to cut costs and boost revenue by enhancing process efficiency, driven by factors like social media, cloud computing, and automation. Advanced technologies, including IoT, AI, RPA, cloud computing, and big data analytics, are fueling market growth. IoT facilitates device communication without human intervention, exchanging critical data to support digital twin applications. Industries like healthcare, automotive, and manufacturing are adopting digital twins to virtually test products, such as packaging machines or HVAC components, before deployment, improving decision-making. The rising demand for automation across sectors is expected to drive significant market expansion. The global digital twin market is experiencing explosive growth. According to the market analysis report title “Digital Twin Market (2025 - 2030)” published by Grand View Research published in April 2025, the Digital Twin market size is expected to reach US$155.8 billion by 2030, registering a CAGR of 34.2% from 2025 to 2030. The digital twin market in Asia Pacific is expected to register the highest CAGR of 36.6% from 2025 to 2030. This market growth can be attributed to rising digital infrastructure, increasing manufacturing output, and improving technological adoption. Several end-user companies are focusing on deploying digital twin solutions to optimize their operational processes and supply chains to recover financial losses.

Geospatial Industry

The geospatial industry encompasses technologies such as Geographic Information Systems (GIS), remote sensing, global navigation satellite systems (GNSS), and location-based services. These tools collect, analyze, and visualize spatial data to support decision-making across various sectors. According to a report titled “Global Geospatial Market Research Report Information by Type, By Technology, By End-User, And By Region - Forecast Till 2032” published by Market Research Future on August 2, 2024, the geospatial market was valued at USD 96.26 billion in 2023 and is projected to grow to USD 211.54 billion by 2032, with a CAGR of 9.1% from 2024 to 2032. The growth is driven by increasing demand for location-based services, urban planning, transportation, agriculture, and disaster management. For instance, GIS enables organizations to optimize operations by visualizing spatial data, such as mapping flood-prone areas for disaster preparedness or optimizing delivery routes for logistics companies. The integration of AI and IoT has revolutionized geospatial analytics by enabling real-time processing of vast spatial data from IoT devices, sensors, and satellites. AI algorithms, including machine learning and deep learning, uncover patterns and trends, providing deeper insights for applications like supply chain logistics, environmental monitoring, and disaster management. This synergy enhances predictive accuracy, allowing organizations to forecast events such as traffic congestion using historical and real-time data, optimizing traffic flow and infrastructure planning. Additionally, AI-driven geospatial analytics supports proactive decision-making by detecting anomalies and risks, enabling preemptive actions. For example, in the energy sector, it monitors infrastructure like pipelines, identifying potential failures to prevent costly disruptions.

Global Artificial Intelligence Market

A report titled “Artificial Intelligence Market Size, Share & Industry Analysis, By Component (Hardware, Software, Services), By Deployment (On-premise & Cloud), By Enterprise Type (Large, Small & Medium-sized Enterprises), By Function (Human Resources, Marketing & Sales, Product/Service Deployment, Service Operation, Risk, Supply-chain Management), By Technology (Machine Learning, Natural Language Processing, Computer Vision), By Industry (Healthcare, Automotive, Retail, BFSI, Manufacturing, Agriculture) & Regional Forecast, 2025 – 2032” published by Fortune Business Insights and lasted updated in December 2025 highlighted that the global AI market size was valued at US$233.46 billion in 2024 and is projected to grow to US$1.77 trillion by 2032, exhibiting a CAGR of 29.2% during the forecast period. This extraordinary growth is fueled by companies turning to AI to analyze their data for making informed decisions and governments worldwide investing in AI research and development. Asia Pacific is estimated to witness the highest CAGR during the forecast period with the largest contributor being the India market.

BUSINESS

Overview

Optimal AI Limited, which currently operates through its Singapore subsidiary and brand name “Hiverlab” since 2014, is an integrated Enterprise A.I. solutions provider focused on enabling digital transformation for the enterprises of tomorrow. Headquartered in Singapore, our mission is to deliver practical, high-impact enterprise A.I. technologies that help businesses across different industries like healthcare, manufacturing, logistics and financial services to unlock new levels of operational efficiency, improve decision-making, and drive sustainable growth. The Company’s flagship product, “Optimal Enterprise AI”, is a collective suite of technology solution designed to address the diverse needs of modern business for clients. “Hiverlab AI”, an end-to-end integrated A.I. technology stack operating under the Hiverlab brand, is a subset of Optimal Enterprise AI. It comprises customized and configurable purpose-built technologies like spatial digital twin and video A.I., elevating and accelerating the client’s digital journey.

With plans to incorporate a wider array of frontier Enterprise A.I. technologies under our ecosystem product offering “Optimal Enterprise AI”, we remain committed to building scalable and adaptable systems that can be integrated seamlessly into our solution platform to meet the evolving demands of the modern business landscape. Optimal AI is the next-generation technology powerhouse that offers enterprises a compelling opportunity to intersect artificial intelligence with enterprise innovation, positioning them at the forefront of A.I.-driven business transformation.

Our businesses extend to Vietnam and Saudi Arabia. In Vietnam, we sell Microsoft HoloLens devices to customers, with all sales conducted by employees based in our Singapore office rather than through third parties. In 2024, we were engaged by NEOM, Saudi Arabia’s planned arcology and smart city project, to develop a Digital Twin designed to optimize complex hotel configurations with advanced automation. We do not maintain employees or offices in either Vietnam or Saudi Arabia, although we have established a subsidiary in Vietnam, namely Hiverlab Vietnam. We hold no assets in Saudi Arabia, and our only assets in Vietnam consist of a limited inventory of Microsoft HoloLens devices stored in a third-party facility.

Our Corporate Vision and Mission

We envision a future where emerging technologies like spatial immersive tech, Digital Twins, and artificial intelligence will redefine human interactions and drive sustainable growth. Our vision is to introduce A.I. to transform legacy companies into super-charged enterprises of the future.

Our mission is to create a connected, transparent world by building next-generation digital infrastructure that empowers organizations and communities across industries such as logistics, automation, supply chain, and smart cities. We are also dedicated to empowering traditional brick-and-mortar companies to enhance operational efficiency, foster inclusivity, and build advanced digital ecosystems that drive exponential growth and sustainability.

Our Products and Services

In the overarching Optimal AI product offering, our company provides an enterprise-centric solution called “Optimal Enterprise AI” purpose-built to meet the needs of various industry verticals and enable digital transformation to supercharge companies for the future. At present, under Optimal Enterprise AI, it comprises Hiverlab AI – an ecosystem solution offering by Hiverlab – leveraging digital twin and spatial camera technology solutions “SpatialWork” and “CloudExpo” and bespoke A.I.-developed solutions for asset owners to unlock new growth opportunities.

Our platforms leverage A.I. technology extensively to enhance functionality, efficiency, and user experience. Here are some commonly used A.I. features:

Firstly, Gaussian Splatting is utilized within certain projects to generate high-quality 3D environments, enabling the creation of immersive and realistic visual experiences. To elaborate, the integration of Gaussian Splatting A.I. allows for efficient real-time rendering of 3D scenes. By managing the blending of multiple Gaussian splats, A.I.-driven algorithms can produce high-quality visualizations quickly, which is essential for interactive applications. Our platform and products are compatible with Gaussian Splatting solutions. This method allows for the efficient rendering of complex scenes, making it particularly useful in applications such as architectural visualization, reducing the time needed for high-quality 3D creation, sometimes by 75%.

Meanwhile, AI agents are employed to retrieve and analyze information from multi-modal databases, ensuring fast and accurate data extraction. We deploy language agents to translate human language input into SQL database queries, and compute the calculation the users ask for in real-time, coupled with a verification process to ensure A.I.’s thinking process accuracy. This helps to achieve up to 80% reduction in the amount of time spent on data searching, contributing to faster response time in operational settings.

In addition, A.I.-powered video analytics is integrated into selected projects to analyze security camera feeds, providing insights like anomaly detection and activity monitoring. For example, we deployed video analytics at customers’ warehouses to monitor and improve space utilization rate and loading bay utilization rate, and monitor human activities to ensure safety. The analytics output are displayed on the AI-powered Spatial Digital Twin frontend.

While some non-core functionalities, such as bespoke video analytics modules, may involve the use of publicly available open-source code repositories (e.g., GitHub), these components are integrated, customized, and rigorously tested under our proprietary framework to meet stringent product, performance, and security requirements. Our core AI technology is developed and maintained internally, ensuring full control over its scalability, security, and innovation. Open-source tools function as supportive utilities rather than critical dependencies, and we do not rely on third-party AI providers for any aspect of the operation or development of our platforms.

A. SpatialWork – Comprehensive Digital Twin Solutions

SpatialWork, an A.I. powered Digital Twin creator, is our flagship platform, designed to simplify the creation of Digital Twins—virtual replicas of physical assets. It allows users to build 3D models quickly and creatively, using a low/no-code interface that does not require advanced technical skills allowing for rapid integration, real-time data visualization, and predictive A.I. analytics. Hosted on both cloud and on-premise systems, it offers flexibility and security for diverse business needs. Through our secure client portal, users can effortlessly upload, host, and manage Digital Twin content, ensuring seamless integration into their workflows.

The platform streamlines operations by automating Digital Twin creation, integrating real-time data, and providing A.I.-driven insights. It supports industries like manufacturing and logistics by enabling real-time monitoring, asset tracking, and immersive AR experiences, helping businesses improve decision-making and efficiency. SpatialWork offers tools like high-fidelity 3D rendering, instant 2D-to-3D conversions, real-time IoT data integration, A.I. analytics, and AR projections. These features empower users to create, monitor, and optimize Digital Twins for various applications, from facility design to operational oversight.

Core Capabilities and Features

Intuitive Design and Creation Tools

SpatialWork’s low/no-code interface allows users with minimal technical expertise to design and customize Digital Twins, reducing development time and barriers to entry. The platform’s plug-and-play functionality ensures quick integration into existing systems, enabling rapid deployment. The Gaussian Splatting Runtime Editor, a sophisticated tool, facilitates high-fidelity rendering by allowing users to upload and edit multiple Gaussian Splats—3D graphical elements that enhance the realism and interactivity of Digital Twins—within a single environment. Additionally, SpatialWork supports seamless conversion of 2D floor plans into 3D files, enabling the creation of detailed 3D layouts for facilities like manufacturing plants and warehouses. BIM, a digital process that uses digital representations of physical and functional building characteristics to manage information throughout the building’s lifecycle, is compatible with SpatialWork too. The platform also transforms video footage into immersive 3D spaces, bridging the gap between real-world and digital environments in moments.

Automation and Real-Time Data Integration

SpatialWork automates the creation of Digital Twins, minimizing manual effort and accelerating project timelines. It integrates real-time IoT data, mapping and visualizing sensor inputs to provide dynamic insights into asset performance and environmental conditions. The platform also incorporates live CCTV feeds into Digital Twins, enabling real-time monitoring for enhanced security and situational awareness. Real-time location services allow precise tracking of moving assets, optimizing resource management in dynamic settings like warehouses or logistics hubs.

A.I.-Powered Analytics and Interaction

An intelligent A.I. assistant enhances user interaction by enabling natural language queries across text, speech, and visual data streams, facilitating seamless exploration of Digital Twin data and interaction with connected systems. The motion analytics library leverages A.I.-powered motion tracking to analyze patterns and optimize activities in real time, driving operational efficiency and informed decision-making. These features empower businesses to extract actionable insights from their Digital Twins, improving productivity and strategic outcomes.

Immersive Augmented Reality Integration

SpatialWork’s AR precision positioning, supported by an integrated immersive Software Development Kit (SDK), allows users to project Digital Twins into augmented reality environments for precise on-site applications, such as maintenance, training, or facility planning. This capability enhances the practical utility of Digital Twins by enabling real-world interaction with virtual models, improving accuracy and user engagement.

Case Studies

Streamlining Warehouse Planning – DB Schenker

We partnered with DB Schenker in 2021, a global logistics company, to address inefficiencies in warehouse planning. In collaboration with DB Schenker, SpatialWork revolutionized warehouse planning by replacing traditional, inefficient methods with interactive 3D Digital Twins built using Unity (a third-party game development engine and platform that provides a robust environment for building interactive 3D and 2D content and rendering realistic graphics), transforming 2D floor plans or other data sources into interactive, high-fidelity virtual models. These Digital Twins provide a realistic representation of warehouse layouts, including shelving, equipment, and workflow paths, allowing managers to visualize and test configurations virtually. These virtual models, enhanced through integration with Microsoft’s Hololens (a mixed reality headset), allow stakeholders to explore and modify warehouse layouts in real time via immersive AR experiences. SpatialWork further addresses the challenge of siloed operational data by integrating live data streams from IoT sensors, CCTV feeds, and other warehouse systems into a centralized control center, providing live insights into key performance indicators. SpatialWork offers a mobile-friendly solution, enabling on-the-go access to live data. SpatialWork’s AI-driven tools—like a smart assistant and motion analytics—offer personalized recommendations and workflow optimizations, ultimately streamlining warehouse operations and improving efficiency.

SpatialWork enables real-time item tracking by integrating live data from IoT sensors and other sources into 3D Digital Twins.

Immersive experiences via Hololens allowed engineers to interact intuitively with live data.

Optimizing Urban Development – The Line, a conceptual linear smart city in NEOM, Saudi Arabia

In 2024, we were engaged by NEOM, Saudi Arabia’s arcology and planned city, to develop a Digital Twin for optimizing complex hotel setups with advanced automation, including robotic and lift systems. In partnership with NEOM’s The Line project, SpatialWork developed a high-speed 3D Digital Twin to optimize hotel setups within the futuristic smart city, enabling precise planning, automation, and resource efficiency. Built using a Python-based simulation engine and Unity, the Digital Twin ran simulations 60 times faster than real-time, allowing millions of “what-if” scenarios to be tested and design bottlenecks to be identified early—resulting in significant cost savings. By integrating with robotic management systems and backend tools, the platform optimized lift and robot task allocation, improved traffic flow, and supported real-time operational decision-making. The intuitive interface and visual features empowered stakeholders to make fast, data-driven choices, ultimately supporting NEOM’s goal of sustainable, automated urban development.

3D indoor rendering with a transparent internal view, visualizing simulated robot pathway data.

The blue lines represent the robot data mapping pathways within SpatialWork.

Enhancing Smart Infrastructure – a Government Agency in Singapore

In 2019, we collaborated with the Government Technology Agency of Singapore, a key driver of Singapore’s Smart Nation initiative, to optimize smart lamp post data management. In this project, SpatialWork developed a Digital Twin solution to optimize the management of smart lamp post infrastructure, which generates extensive environmental and traffic data. By transforming raw data into interactive 3D models and integrating real-time sensor and camera feeds, the platform provided the client with spatial context for enhanced monitoring and decision-making. The AI assistant and motion analytics enabled predictive maintenance by identifying potential failures and congestion trends, reducing downtime and operational costs. Cloud-based architecture ensured reliable performance at scale, ultimately improving efficiency, supporting rapid urban management decisions, and advancing Singapore’s Smart Nation goals.

SpatialWork monitors the situation of smart lamp posts by integrating real-time data from environmental sensors, such as temperature and pollutant concentrations, into a dynamic 3D Digital Twin.

SpatialWork enables users to access real-time CCTV feeds from smart lamp posts within its 3D Digital Twin environment.

Revenue Model of SpatialWork

SpatialWork is priced differently based on the size and requirements of the business, allowing scalability on-demand and enabling accessibility. The Company offers (1) Discovery Plan – 3-month free trial, (2) Pro Plan – $799 per month, billed annually, and (3) Enterprise Plan – customized pricing with flexible payment terms. Most of our paying customers are enterprises, with revenue from customization and annual recurring maintenance fees.

B. CloudExpo – Virtual Engagement with Immersive 360° Experiences

CloudExpo is a cutting-edge, web-based virtual experience platform designed to create immersive 360° environments that redefine how businesses and organizations engage with their audiences. Leveraging advanced spatial camera technology called VR360, CloudExpo enables users to craft interactive virtual tours and experiences, making it an ideal solution for industries such as real estate, tourism, education, and enterprise marketing and communications, to enable multi-user engagement to enhance presentations and captivate audiences.

Sample project of an enterprise created on CloudExpo

CloudExpo delivers valuable data-driven insights of visitor behavior by displaying these analytics on a dashboard for businesses to track and modify their strategies to better engage their end audience. With analytics embedded in our platform, we can optimize virtual experiences for maximum impact. Security is a cornerstone of CloudExpo’s enterprise-focused design. The platform employs enterprise-grade security measures, including CREST-certified vulnerability assessments and penetration testing, to ensure the safety of sensitive data.

Core Capabilities and Features

CloudExpo distinguishes itself through its low/no-code platform, which allows users to build immersive virtual spaces effortlessly. Through intuitive web-based tools, users can integrate 3D elements, creating detailed and engaging environments without requiring advanced technical skills. The platform supports a wide array of interactive features, including:

Case Studies

Redefining Product Engagement – Epson 360 Showroom

In 2022, Epson, a global leader in printing and imaging solutions, faced a challenge in showcasing its innovative products to international clients. Traditional product catalogs and static online galleries were insufficient to convey the full functionality and quality of devices like projectors and printers. To address this, Epson partnered with us to develop the Epson 360 Showroom using CloudExpo’s advanced VR360 technology, a fully immersive virtual environment that addressed the limitations of traditional product showcases by enabling clients to interact with high-resolution 3D models of printers and projectors. Using CloudExpo’s low/no-code VR360 platform, Epson created a navigable showroom enriched with interactive hotspots and real-time demonstrations, effectively conveying product functionality and quality. This digital approach expanded global reach, reduced the need for physical showrooms, and cut associated costs. Additionally, built-in analytics provided insights into customer behavior, enabling data-driven marketing strategies and more targeted engagement with international clients.

CloudExpo enables businesses to embed videos within virtual tours, effectively showcasing the functions and features of each product to enhance audience engagement.

Preserving Cultural Heritage – Rediscovering Famagusta

In 2021, in collaboration with Professor Michael J.K. Walsh from Nanyang Technological University, the “Rediscovering Famagusta” project used CloudExpo’s VR360 technology to digitally preserve and showcase the historic architecture of Famagusta, including the medieval church of St. Anne. By creating an interactive 3D model enriched with educational hotspots, the project made Cyprus’s cultural heritage globally accessible, especially for those unable to visit in person. CloudExpo’s low/no-code platform enabled seamless integration of academic research into an immersive virtual experience, supporting both historical preservation and education. This technology not only safeguarded fragile sites from physical deterioration but also expanded public engagement and awareness of cultural heritage.

CloudExpo enables users to embed detailed information about historic structures within immersive virtual tours, showcasing their architectural features and introducing their historical significance.

Revenue Model of CloudExpo

CloudExpo offers four pricing plans: (1) Free Plan – 3-month free trial, (2) Basic Plan – $17.50 per month, billed annually or $21 per month, billed monthly, (3) Pro Plan – $108 per month, billed annually or $129 per month, billed monthly, and (4) Enterprise Plan – customized pricing with flexible payment terms.      

C. Bespoke Spatial XR Technological Solutions

Our bespoke spatial XR technological solutions segment focuses on delivering immersive experiences through XR, encompassing AR, VR, and MR. This business segment leverages our expertise in spatial computing, 3D modeling, and real-time data analytics to create tailored, innovative solutions for clients across industries such as tourism, retail, hospitality, and public engagement. By integrating advanced XR technologies with real-world environments, we craft experiences that enhance user engagement, drive commercial value, and foster meaningful connections. These solutions are designed to be scalable, user-friendly, and seamlessly integrated with physical spaces, ensuring accessibility and impact for diverse audiences. From large-scale public attractions to digital campaigns, our bespoke XR offerings redefine how organizations engage with their stakeholders, blending technology, storytelling, and data-driven design to create memorable and impactful experiences.

Case Studies

Jewel-rassic Quest at Jewel Changi Airport

To elevate visitor engagement and reinforce its status as a premier lifestyle destination, in 2021       Jewel Changi Airport, a globally renowned lifestyle hub in Singapore, launched the “Jewel-rassic Quest,” a large-scale, immersive AR experience developed in partnership with a multidisciplinary team, including us. Spanning five floors and featuring over 50 interactive dinosaur animations, the project seamlessly integrated AR with Jewel’s iconic biophilic architecture using real-world scanning and marker-based technology. This hybrid reality adventure enriched visitor experiences through gamified learning, educational content, and interactive features. A data-driven approach optimized visitor flow and accessibility, while AI-powered analytics enhanced navigation and boosted retail and dining value. The project set a new benchmark for immersive attractions, increasing visitor satisfaction and encouraging repeat visits.

Revenue Model of our Bespoke Spatial XR Technological Solutions

The pricing structure for client projects is tailored to diverse verticals such as manufacturing, warehousing, facility management, and exhibitions, with a detailed rate card outlining services, products, and hardware rentals. Services include project management, creative management, 3D & animation, UI/UX design, solution and enterprise architecture, software engineering (front-end, back-end, and data), and maintenance engineering, with costs ranging from $2,200 to $10,000 per person per month, depending on the project scope and commitment period. For instance, 3D and animation projects are priced based on Hiverlab’s media library templates, with an average rate of SGD 200–300 per second for 3D and video, while customized solutions like UI/UX for spatial XR or digital twin (DT) projects cost between $4,500 and $6,000 per month. Ad-hoc man-day rates are offered at $500 per half-day or $800–$1,200 per day for specific customer requests, and discounts may be applied for strategic accounts based on business development discretion.

Product offerings include subscriptions for off-the-shelf solutions like CloudExpo ($1,080 per license per year or $108 per month) and SpatialWork ($1,000 per month), with customized versions of these subscriptions priced at $1,500 per year or month, including maintenance and security checks. Hardware rentals, such as Oculus Quest VR headsets ($60 per set per day) and AR tablets ($100 per set per day), come with complimentary accessories like headphones and charging cables, though customers are responsible for compensating losses for damaged or missing items. For overseas projects, additional costs for transportation, accommodation, per diem, and insurance are included, and WiFi provision is typically the client’s responsibility unless otherwise specified.

Pricing is generally calculated at a minimum of cost multiplied by 1.35, unless the client is a key strategic account, and internal discussions are encouraged when quoting to ensure accuracy. Delivery fees may apply for hardware rentals if not collected from Hiverlab’s office, and specific terms, such as device preparation, may incur additional ad-hoc charges. The rate card emphasizes flexibility in scoping projects, particularly by leveraging Hiverlab’s media library templates to manage customer expectations and regulate demand, ensuring cost efficiency and clarity in project deliverables.

Our Competitive Strengths

Our extensive knowledge and connections in the Asia Pacific region enable us to deliver tailored solutions that address local market needs effectively.

We believe our profound knowledge of the Asia Pacific market and its technological and business landscape sets us apart as a trusted partner in the region. We have successfully executed different projects for clients from Singapore, Vietnam, Taiwan, Saudi Arabia, Cambodia, Malaysia, India, etc. We have developed extensive connections that allow us to navigate the complexities of these dynamic markets, from regulatory environments to cultural nuances. This regional expertise enables us to tailor our solutions to meet the specific demands of enterprise clients across diverse industries, ensuring relevance and maximizing impact. By staying attuned to market trends and leveraging our regional network, we deliver solutions that resonate with local and regional stakeholders, fostering trust and driving adoption.

Our A.I.-powered SpatialWork platform creates spatial digital twins, enhancing efficiency and reducing costs for diverse industry applications.

At the core of our offerings is a suite of proprietary technology products and solutions focused on spatial intelligence and spatial computing. Our flagship product, SpatialWork, is an A.I.-powered platform designed to create spatial digital twins, enabling businesses to build immersive virtual environments with ease. This platform streamlines processes and reduces operational costs for end users by providing tools to create digital twins for applications such as virtual property tours, training simulations, and educational modules. By integrating advanced A.I. capabilities, SpatialWork empowers organizations to enhance efficiency, improve decision-making, and deliver engaging experiences to their audiences. Our commitment to developing cutting-edge solutions ensures that we remain a competitive player in the spatial computing space, delivering measurable value to our clients.

Our expert team, skilled in emerging technologies and industry processes, drives innovative solutions aligned with client needs.

Our success is driven by a multidisciplinary team of experts who bring extensive experience in emerging technologies and business processes within our focused industries. Our founder and leader of our technology team, Mr. Jiang Shutao, has 23 years of experience in InfoComm Engineering. Our tech advisor, Frank Guan, has 20 years of experience in Extended Reality, A.I, Computational Imaging and Computer Graphics. This team is well-versed in areas such as artificial intelligence, robotics, and spatial computing, allowing us to tackle complex challenges with innovative and integrated solutions. Their deep understanding of industry-specific workflows ensures that our offerings are not only technologically advanced but also practical and aligned with client needs. By fostering a culture of continuous learning and collaboration, we maintain our position at the forefront of technological innovation, delivering solutions that are both forward-thinking and actionable.

We have worked closely with leading innovators in robotics and hardware, including ROS2 and OpenRMF, to deliver advanced, seamlessly integrated solutions.

We have worked closely with leading innovators that span critical technology domains, including data capture hardware, display hardware, robotics, automation, network services, and consulting. Our collaborations with leading players in ROS2 (Robot Operating System 2) and OpenRMF (Open Robotics Middleware Framework) enhance our ability to integrate advanced robotics and automation capabilities into our solutions. ROS2, a widely adopted framework for building robot applications, provides flexible tools for developing robust robotic systems, while OpenRMF, an open-source robotics middleware framework, facilitates seamless integration and management of robotic processes. Working with these innovators enables us to deliver comprehensive, end-to-end solutions that combine spatial computing with cutting-edge robotics, ensuring our clients benefit from the latest advancements in technology.

Our client base across industries fosters recurring opportunities, supporting continuous innovation and growth.

Our existing customer base of reputable enterprises is a testament to our commitment to delivering high-quality, reliable solutions. By fostering long-term relationships with our clients, we have built a foundation of trust that translates into recurring business opportunities. This foundation of trust with our enterprise customers is further strengthened by our comprehensive maintenance component, which ensures ongoing support and system reliability. This service delivers annual recurring income, providing a stable revenue stream while reinforcing our commitment to long-term client success and operational excellence. This customer base spans multiple industries, providing us with valuable feedback that drives continuous improvement and innovation.

Our Business Strategies and Future Plans

We plan to scale up sales and marketing efforts to expand our A.I. solutions across Asia Pacific markets.

While firmly established in Singapore, our ambition is to become the leading A.I. powerhouse for enterprises across the Asia Pacific region. In the near term, we will focus on penetrating Vietnam, Indonesia, and Malaysia as initial markets due to their proximity to Singapore. In the longer term, we aim to expand into Japan, Australia, Hong Kong, and South Korea. Our go-to-market strategy will involve establishing direct sales teams in these regions or leveraging distributorships and global strategic partnerships to effectively deploy our solutions, ensuring robust market entry and sustained growth.

We will pursue strategic acquisitions and investments to strengthen our market position and capabilities.

The Company is committed to pursuing strategic inorganic growth opportunities, including acquisitions and targeted investments, to enhance our portfolio of A.I. solutions tailored to diverse industry needs. We plan to deepen investments in existing portfolio companies and explore acquisitions of firms offering complementary services in new markets, driving innovation and expanding our regional presence. For example, we plan to increase our stake in IntentAI Pte. Ltd., where we currently hold a 13% equity interest, with the intent to become the majority shareholder, and by investing in IoT service providers specializing in solution design, manufacturing, connectivity, and data platform services. As at the date of this prospectus, the Company has not identified any target or entered into any agreements for acquisition.

We aim to diversify our product portfolio and strengthen our technology and intellectual property assets.

To reduce dependence on our primary revenue stream from a single product, we aim to diversify our portfolio by integrating a broad spectrum of A.I. technologies across our portfolio companies. This will be supported by a robust intellectual property strategy, encompassing both in-house development and strategic acquisitions. This approach will enable us to expand our product offerings, more effectively meet client needs, and solidify our position as a leader in the A.I. industry.

Our Major Customers

Our A.I. solutions cater to a wide range of industries, including logistics, manufacturing, built environment, medical health, smart city initiatives, and critical infrastructure. This broad reach underscores our ability to address complex challenges with tailored, innovative technologies that meet the unique needs of enterprises worldwide.

For the year ended December 31, 2025, we had 2 customers that accounted for 10% or more of our total revenues. These 2 customers were Customer H and Customer Q, which accounted for 39.38% and 15.81%, respectively, of our total revenues for the year ended December 31, 2025.

For the year ended December 31, 2024, we had 4 customers that accounted for 10% or more of our total revenues. These 4 customers were Company F, Company G, Company E and Company D, which accounted for 45.06%, 19.12%, 13.04% and 11.91%, respectively, of our total revenues for the year ended December 31, 2024.

During the years ended December 31, 2024 and 2025, none of our customers is a related-party of our Group.

We are not substantially dependent on agreements with any customers. Any unforeseen circumstances affecting the business of any customers are not expected to have a material impact on our operations or financial condition.

Our Major Vendors

Our system and platform infrastructure are designed in-house and are primarily hosted on Microsoft Azure for public access to our SaaS offerings. Microsoft Azure, one of the most widely used cloud platforms for enterprise solutions, supports our data storage, processing, and hosting needs. This allows us to deliver secure, reliable, and scalable services to our customers.

We depends on Microsoft Azure for the continued availability and performance of our platform. Any disruption, outage, or termination of Azure services could have an adverse effect on our operations. However, we do not consider ourselves to be substantially dependent on our relationship with Microsoft Azure. Our subscription to Microsoft Azure is on standard, commercially available terms and does not involve a negotiated written agreement. To mitigate risks, we have implemented redundancy measures, maintain backup protocols, and design our systems to be portable across major cloud service providers if necessary. These measures are in place to ensure the stability and continuity of our services. As a result, we believe that we could transition our infrastructure to alternative providers without material disruption to our business.

For the year ended December 31, 2025, four vendors, Company J, Company K, Company N, and Company O, accounted for 43.14%, 19.51%, 13.41%, and 11.46% of the Company’s total purchase, respectively. For the year ended December 31, 2024, two vendors, Company L and Company M accounted for 27.94% and 24.28% of the Company’s total purchase respectively.

During the years ended December 31, 2024 and 2025, none of our suppliers is a related-party of our Group.

Sales and Marketing

Our sales and marketing strategy focuses on expanding our reach across various sectors, such as logistics, manufacturing, built environment, medical health, and smart city, while segmenting by company size (multi-national corporations and small and medium-sized enterprises), use cases (such as spatial digital twins and XR experiences), and geographic regions (developed and developing countries). We drive growth through a mix of in-house sales teams, third-party business development representatives, and other technology providers, and collaborators in XR, A.I., IoT, and telecommunications companies. Our approach emphasizes recurring revenue from existing clients, inbound marketing via our website and social media, referrals, cold emailing, and participation in trade shows to showcase innovative technologies.

To support our growth, we have established material partnerships with several third-party partners, including channel partners, resellers, OEMs, and system integrators: