As filed with the U.S. Securities and Exchange Commission on November 10, 2026.

File No. 333-298996

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VME Companies, Inc.

(Exact name of registrant as specified in its charter)

Michael Thomas

Chief Executive Officer

VME Companies, Inc.

3300 S. Broadway Avenue, Suite 205

Tyler, Texas, 75701

(903) 561-4082

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

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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

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

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

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

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

If an emerging growth company, 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. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

VME Companies, Inc.

4,000,000 Shares of Common Stock

This is the initial public offering of shares of common stock, par value $0.001 per share (the “common stock”), of VME Companies, Inc., a Texas corporation. We are offering 4,000,000 shares of common stock. We currently estimate that the initial public offering price will be between $4.00 and $5.00 per share.

Prior to this offering, no public market existed for our common stock. We intend to apply to list our common stock for trading on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “VME.” At this time, Nasdaq has not yet approved our application to list our common stock. There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering will not be completed.

We are a holding company with no material operations of our own, and we conduct all of our operations through our operating subsidiaries, VME Process, Inc. and VME Process Solutions, LLC. As a result, our results of operations, financial condition, and ability to pay dividends, if any, will depend on the operating and financial performance of, and cash distributions from, our operating subsidiaries.

Following this offering, we will be a “controlled company” within the meaning of the applicable rules of Nasdaq. Upon completion of this offering, Vinson-Shea Holdings, Ltd., which is controlled by our Chief Executive Officer, Michael Thomas, and Kole & Marlee Holdings, Ltd., which is controlled by our Executive Vice President and Chief Operating Officer, Kuoh Lee, will hold approximately 41.0% and 39.1%, respectively, of our outstanding shares of common stock and of the voting power of our outstanding common stock, or approximately 80.1% in the aggregate (or approximately 40.6% and 38.8%, respectively, and approximately 79.4% in the aggregate, if the underwriters exercise their over-allotment option in full). Messrs. Thomas and Lee are parties to a voting agreement, pursuant to which they have agreed to vote their shares together on the election of directors. As a result, Messrs. Thomas and Lee will together constitute a “group” holding more than 50% of the voting power for the election of our directors. As a “controlled company” we intend to rely on the following exemptions from Nasdaq’s corporate governance rules:

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 12 of this prospectus and in the documents incorporated by reference into this prospectus to read about factors you should consider before buying our securities.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters a 45-day option to purchase up to 600,000 additional shares of common stock from us at the initial public offering price per share, less underwriting discounts and commissions to cover over-allotments, if any.

The underwriters expect to deliver the shares of our common stock to purchasers on or about [·], 2026.

Kingswood Capital Partners, LLC

The date of this prospectus is [·], 2026.

TABLE OF CONTENTS

RISK FACTORS

An investment in our shares of common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the information contained in this prospectus, including our financial statements and the related notes, before making an investment decision regarding the shares of common stock. If any of the following risks are realized, our business, financial condition, results of operations or prospects could be materially and adversely affected. In that event, the market price of our securities could decline, and you could lose part or all of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Volatility in offshore oil and gas activity and capital spending could cause significant fluctuations in our operating results.

Activity levels in the offshore oil and gas industry are highly volatile and have historically experienced significant fluctuations over relatively short periods of time. Demand for our products and services depends in large part on the level and timing of capital expenditures by oil and gas producers and operators, including investment in offshore production facilities and FPSO projects. These spending decisions are influenced by expectations regarding future oil and gas prices, project economics, regulatory and permitting requirements, access to resources, and broader macroeconomic and geopolitical conditions.

Demand and pricing for our products and services may be adversely affected by factors beyond our control, including changes in commodity prices, production levels by OPEC and non-OPEC countries, geopolitical conflicts, trade sanctions and supply chain disruptions, public health crises, evolving environmental and climate-related policies, foreign exchange fluctuations, and the development and adoption of alternative energy sources. Periods of reduced offshore activity or customer capital spending could result in lower order intake, delays or cancellations of projects, underutilization of our capacity, and volatility in our revenues, operating results, and cash flows.

Our packaged equipment and modular EPC contracts expose us to risks that could adversely affect project execution, margins, and financial performance.

As of June 30, 2026, we had a combined backlog of approximately $127.1 million across our EPC & Modular Solutions and Separation Technologies businesses, representing contracts for the manufacture, assembly, testing, and delivery of equipment, modules, and related services. These contracts, many of which are fixed-price or lump-sum in nature, subject us to a variety of risks that could reduce margins, delay project completion, result in contractual penalties, or adversely affect our competitive position, including:

Although many of our contracts provide for advance payments and progress billings and generally limit customer termination for convenience, unfavorable market conditions or financial difficulties experienced by our customers have in the past, and may in the future, result in the delay, suspension, modification, or cancellation of projects. Any such events could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

The markets in which we operate are highly competitive, and we may be unable to compete effectively, which could adversely affect our revenue, margins, and results of operations.

The FPSO topside, EPC, modular fabrication, and energy infrastructure markets in which we operate are highly competitive. We compete with national, regional, and international engineering and construction contractors, fabrication yards, and equipment suppliers, some of which have greater financial, technical, manufacturing, and marketing resources than we do, broader geographic reach, or long-standing customer relationships. Competitive dynamics in our markets may result in pricing pressure, reduced margins, or the loss of project opportunities.

Our revenue and earnings may be adversely affected by, among other factors:

Our ability to compete effectively also depends, in part, on our ability to maintain and enhance our technical capabilities, engineering expertise, and project execution methodologies. If we are unable to adopt or effectively implement new technologies, digital tools, or execution practices, or if competitors are able to do so more successfully, our competitive position could be adversely affected.

We rely on a combination of proprietary know-how, trade secrets, contractual protections, and, to a lesser extent, intellectual property rights to protect aspects of our technologies, processes, and equipment designs. There can be no assurance that these protections will be sufficient to prevent competitors from replicating or developing similar capabilities. In addition, we may face claims that our technologies or processes infringe the intellectual property rights of third parties, which could result in litigation, increased costs, licensing requirements, or restrictions on our ability to offer certain products or services, any of which could adversely affect our business, financial condition, results of operations, and cash flows.

A substantial portion of our revenue is derived from non-U.S. operations, which exposes us to political, regulatory, economic, and operational risks that could adversely affect our business, financial condition, and results of operations.

A significant portion of our revenue is derived from operations outside the United States, with substantial activities in Southeast Asia. Approximately 40% of our revenue in 2025 was generated from non-U.S. customers based on revenue destination. Operating in multiple foreign jurisdictions subjects us to a variety of risks that could disrupt project execution, increase costs, delay collections, or adversely affect margins, including:

Any of these factors could adversely affect our ability to execute projects, collect amounts due under contracts, manage costs, or compete effectively in international markets, and could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We depend on a limited number of customers and large, high-value projects, and the loss or reduction of business from any significant customer could materially adversely affect our revenues and results of operations.

Our customer base includes major international oil companies, national oil companies, FPSO operators, and large EPC contractors. A significant portion of our revenue is derived from a limited number of large, project-based contracts and in certain periods, a small number of customers have accounted for a significant percentage of our total revenue. For the years ended December 31, 2025 and 2024, Yinson Production entities accounted for approximately <5% and 20.9%, respectively, Santos-related entities accounted for approximately 52.4% and 57.8%, respectively, and Seatrium entities accounted for approximately 19.7% and <5%, respectively, of our contract revenues, or approximately 72.2% and 78.7%, respectively, in the aggregate. For the six months ended June 30, 2026 and June 30, 2025, Seatrium entities accounted for approximately 25.8% and <5%, Saipem entities accounted for approximately 40.1% and <5%, and Santos entities accounted for approximately 0% and 81%, respectively, of our contract revenues, or approximately 65.9% and 85.9%, respectively, in the aggregate. As of June 30, 2026, we had backlog of approximately $127.1 million, of which approximately $98.6 million, or 77.6%, was attributable to Saipem, and approximately $13 million, or 10.2%, was attributable to Seatrium. As a result, our operating results are particularly sensitive to the purchasing decisions, capital spending cycles, and project timelines of these customers.

These customers typically award a limited number of high-value contracts through competitive tender processes. These processes are influenced by multiple factors, including technical qualifications, pricing, delivery schedules, and customer-specific commercial and contractual requirements. The timing, size, and success of individual tenders can be difficult to predict, and the award or deferral of a single significant contract may have a disproportionate impact on our backlog, revenues, and results of operations for a particular period. Consequently, our revenue and operating results may fluctuate significantly from period to period, which could make it difficult to forecast our future performance or meet market expectations.

The loss of any significant customer, a reduction in the scope or volume of orders, a decision by customers to consolidate project awards among fewer suppliers, or delays or cancellations of projects as a result of changes in customer capital spending priorities or the timing of final investment decisions could materially adversely affect our backlog, revenues, and financial performance. In addition, customers may exert pricing pressure, require more stringent contractual terms, or select competitors for future projects, which could further adversely affect our margins and competitive position.

Supply chain disruptions and cost escalation could adversely affect our project execution, margins, liquidity, and financial condition.

Our business relies on the timely availability of raw materials, components, specialized equipment, logistics services, and skilled labor to execute EPC, modular fabrication, and equipment contracts. Disruptions in global supply chains, transportation constraints, labor availability, and cost inflation may adversely affect our ability to procure materials, meet project schedules, and control costs. Although certain supply chain disruptions have moderated in recent periods, these risks may persist or re-emerge as a result of geopolitical developments, trade restrictions, regulatory changes, or other factors beyond our control.

Factors that could adversely affect our business, liquidity, results of operations, and financial condition include:

In addition, disruption or financial distress affecting key suppliers, subcontractors or logistics providers could impair their ability to perform under existing arrangements, and we may be required to replace such counterparties at higher cost or on less favorable terms, or experience delays while alternative arrangements are put in place. Our contracts may also require us to meet strict delivery schedules, performance milestones or completion dates, and failure to do so may subject us to liquidated damages, penalties or termination for cause.

These risks are heightened under fixed-price or lump-sum contracts, where we may be unable to pass through increased costs to customers. If we are unable to effectively mitigate supply chain and cost escalation risks through procurement strategies, contract terms, scheduling, or other measures, our margins, liquidity, and overall financial performance could be materially adversely affected.

A significant portion of our contracts are fixed-price or lump-sum, and inaccuracies in cost estimates, scope assumptions, or execution performance could result in reduced margins or losses.

A substantial portion of our EPC, modular fabrication, and equipment contracts are structured as fixed-price or lump-sum arrangements. Under these contracts, we bear the risk that actual costs of labor, materials, equipment, subcontractors, logistics, and project execution exceed our original estimates or pricing assumptions. Cost overruns, delays, design changes, rework, productivity issues, supply chain disruptions, or unanticipated technical challenges may result in reduced margins or losses on individual projects. We have experienced losses on certain fixed-price projects in prior periods.

Our cost estimates and bid pricing are based on assumptions regarding project scope, schedule, labor productivity, material costs, vendor performance, regulatory requirements, and other factors. If these assumptions prove to be inaccurate, or if project execution does not proceed as planned, our financial performance may be adversely affected. This risk may be heightened on large, complex projects, particularly when multiple projects are executed concurrently, which may strain engineering, project management, and fabrication resources.

Although we have implemented enhancements to our estimating, bid review, and project execution processes intended to improve cost forecasting, governance, and execution discipline, there can be no assurance that these measures will be effective or that we will not experience cost overruns, schedule delays, or losses on future fixed-price contracts. Any such outcomes could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our backlog may not be realized as revenue or may not result in expected profitability, and fluctuations in backlog may adversely affect our results of operations.

Our backlog consists of the uncompleted portions of signed contracts. Backlog is subject to change and may not be indicative of future revenues or profitability. Backlog represents management’s estimate of future work to be performed under existing contractual arrangements; however, such estimates are inherently subject to uncertainty and may not reflect the actual timing, scope, or value of work ultimately performed. Historically, over the past five years, we have cumulatively realized approximately 98% of our backlog over a 36-month period. This realization rate was calculated by dividing (i) the aggregate revenue recognized during the 36 months following each fiscal year-end from December 31, 2023 through December 31, 2025 from contracts included in backlog as of such date by (ii) the aggregate backlog as of such dates, including contracts that were subsequently modified, reduced in scope or terminated. Past realization rates are not necessarily indicative of future results, and management does not believe that this historical experience should be relied upon as indicative of the realization of our current backlog.. The realization of backlog is dependent on a number of factors, including the timing of project execution, customer funding and final investment decisions, regulatory approvals, our ability to obtain sufficient financing to fund project execution, and the continuation of projects in accordance with contractual terms. As a result, a substantial portion of our backlog may not be converted into revenue within the timeframe expected, or at all.

Customers may defer, suspend, modify, or reduce the scope of projects due to changes in market conditions, commodity prices, budget constraints, regulatory or environmental requirements, financing availability, or changes in development strategy. Our contracts included in backlog contain provisions that could affect the conversion of backlog into revenue, including: (i) termination for convenience rights permitting the customer to terminate upon 90-180 days’ notice, generally subject to payment for work performed and certain demobilization costs; (ii) step-in rights permitting the customer to assume control of project execution upon our default or delay, as occurred on a seawater treatment plant project in September 2023; (iii) change-order and variation provisions permitting the customer to modify scope, schedule or work allocation, with pricing subject to negotiation; (iv) conditions relating to the customer’s final investment decision, project financing or regulatory approvals for approximately $127.1 million of our backlog; and (v) liquidated damages for late delivery Any exercise of these rights could reduce the portion of project scope performed by us or adversely affect our ability to realize anticipated revenue or margins. Customers may also renegotiate commercial terms or reallocate work to other contractors, which could further reduce backlog or expected profitability.

Even when projects proceed, the timing of revenue recognition may be delayed due to schedule changes, permitting delays, supply chain disruptions, or other execution challenges. Furthermore, backlog does not reflect the profitability of individual projects, and contracts included in backlog may generate lower margins or losses as a result of cost overruns, pricing assumptions, or execution risks. As a result, fluctuations in backlog, delays in converting backlog to revenue, reductions in scope, or lower-than-expected margins on backlog projects could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Investors should not rely on backlog as a measure of future operating performance or cash generation.

We are subject to information technology, cybersecurity and privacy risks.

We depend on various information technologies and other products and services to store and process business information and otherwise support our business activities. We also manufacture and sell hardware and software to provide monitoring, controls and optimization of customer critical assets in oil and natural gas production and distribution. In addition, certain of our customer offerings include digital components, such as remote monitoring of certain customer operations. We also provide services to maintain these systems. Additionally, our operations rely upon partners, suppliers and other third-party providers of information technology and other products and services. If any of these information technologies, products or services are damaged, cease to properly function, are breached due to employee error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving unauthorized access, malicious software and/or other intrusions, we and our partners, suppliers or other third parties could experience: (i) production downtimes, (ii) operational delays, (iii) the compromising of confidential, proprietary or otherwise protected information, including personal and customer data, (iv) destruction, corruption, or theft of data, (v) security breaches, (vi) other manipulation, disruption, misappropriation or improper use of our systems or networks, (vii) hydrocarbon pollution from loss of containment, (viii) financial losses from remedial actions, (ix) loss of business or potential liability, (x) adverse media coverage, and (xi) legal claims or legal proceedings, including regulatory investigations and actions, and/or damage to our reputation. Increased risks of such attacks and disruptions also exist as a result of geopolitical conflicts and tensions, including the continuing conflict between Russia and Ukraine, conflicts and instability in the Middle East, political and economic instability in Venezuela, and heightened tensions between China and Taiwan.

While we have not experienced a material breach of our information technologies and we attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls and maintenance of backup and protective systems, the Company’s and our customers’, partners’, vendors’ and other third- parties’ systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

While we currently maintain cybersecurity insurance, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity breaches or attacks, failures or other data security-related incidents, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that an insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could materially and adversely affect our results of operations, cash flows, and financial condition.

The credit risks of our customer base could result in losses.

The majority of our customers are oil and natural gas companies that have faced or may in the future face liquidity constraints during adverse commodity price environments. These customers’ financial condition and capital spending decisions are highly sensitive to fluctuations in oil and natural gas prices, which are inherently volatile and driven by factors largely beyond their control. These customers are also affected by prolonged changes in economic and industry conditions such as geopolitical unrest and instability, volatility in oil and natural gas prices as a result of associated changes in demand for such commodities, and continuing inflationary pressures, including increased interest rates and cost of credit.

Periods of sustained low commodity prices or heightened market uncertainty may cause our customers to delay, reduce or cancel capital expenditures, including investments in new projects or maintenance and expansion activities. As a result, customers may seek to renegotiate contract terms, request extended payment schedules, reduce the scope of work, or prioritize payments to other vendors or lenders, which could adversely affect our revenue visibility, cash flows and working capital.

If a significant number of our customers experience prolonged business declines, disruptions, or bankruptcies, we may incur increased exposure to credit risk and losses from bad debts.

We could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of raw materials or if we are unable to obtain raw materials.

We purchase raw materials, sub-assemblies and components for use in manufacturing operations, which exposes us to volatility in prices for certain commodities. Significant price increases for these commodities could adversely affect our operating profits. Like others in our industry, we have faced, and continue to face, inflation in raw materials cost. While we will generally attempt to mitigate the impact of increased raw material prices by endeavoring to make strategic purchasing decisions, broadening our supplier base and passing along increased costs to customers, there may be a time delay between the increased raw material prices and the ability to increase the prices of our products. Additionally, we may be unable to increase the prices of products due to the terms of existing contracts, a competitor’s pricing pressure or other factors. The inability to obtain necessary raw materials on acceptable terms could affect our ability to meet customer commitments and satisfy demand for certain products. Certain of our product lines depend on a limited number of third-party suppliers and vendors. The ability of these third parties to deliver raw materials may be affected by events beyond our control. In addition, public health threats, severe influenza and other highly communicable viruses or diseases could limit access to vendors and their facilities, or the ability to transport raw materials from our vendors, which would adversely affect our ability to obtain necessary raw materials for certain of our products or increase the costs of such materials. A significant price increase in or the unavailability of raw materials may result in a loss of customers and adversely impact our business, results of operations, financial condition and cash flows, and could result in asset impairments, including an impairment of the carrying value of our goodwill.

Our operations and our customers’ operations are subject to unforeseen interruptions and hazards inherent in the oil and natural gas industry, for which we or our customers may not be adequately insured and which could cause us to lose customers and substantial revenue.

Our operations and our customers’ operations are exposed to the risks inherent to our industry, such as equipment defects, vehicle accidents, fires, explosions, blowouts, surface cratering, uncontrollable flows of gas or well fluids, pipe or pipeline failures, abnormally pressured formations and various environmental hazards, such as oil spills and releases of, and exposure to, hazardous substances. In addition, our operations and our customers’ operations are exposed to potential natural disasters, including blizzards, tornadoes, storms, floods, other adverse weather conditions and earthquakes. The occurrence of any of these events could result in substantial losses to us or our customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties or other damage resulting in curtailment or suspension of our operations or our customers’ operations. The cost of managing such risks may be significant. The frequency and severity of such incidents may affect operating costs, insurability and relationships with customers, employees and regulators. Our customers may elect not to purchase our products and services if they view our environmental or safety record as unacceptable, which could cause us to lose customers and substantial revenues.

Our insurance may not be adequate to cover all losses or liabilities we may suffer. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and could escalate further. In addition, sub-limits have been imposed for certain risks. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations, which might severely impact our financial position.

Our operations may be impacted by changing macroeconomic conditions, including inflation.

Ongoing inflationary pressures resulted in, and may in the future result in, additional increases to the costs of goods, services and personnel, which in turn could cause our capital expenditures and operating costs to rise, as well as a scarcity of certain products and raw materials. Like others in our industry, in the past few years, we faced, and may in the future face, considerable inflation in the cost of raw materials and personnel. International conflicts or other geopolitical events, such as the continuing Russia-Ukraine war, the ongoing conflicts in the Middle East and political, economic and social instability in Venezuela, may also cause upward pressure on the cost of raw materials due to transportation disruptions, higher manufacturing costs, disruptions in supply chains and availability of raw materials, interruptions in manufacturing operations and heightened inflation. To the extent inflation rises, we may experience further cost increases for our operations, as well as increased labor costs. Sustained levels of high inflation caused the U.S. Federal Reserve to raise its target range for the federal funds rate multiple times in 2022 and 2023, but the U.S. Federal Reserve cut rates multiple times between September of 2024 and December of 2025, resulting in a total aggregate increase of 350 basis points. The U.S. Federal Reserve’s target rate is currently between 3.50% and 3.75%. Future rate hikes from the U.S. Federal Reserve (or its equivalent in other nations) or other efforts to curb inflationary pressure on the costs of goods and services could have the effect of raising the cost of capital and depressing economic growth, either of which (or the combination thereof) could hurt the financial and operating results of our business.

High oil and natural gas prices are also inflationary, and governmental or economic responses to high oil and natural gas prices could impact the operations of our customers. In addition, governments may respond to high oil and natural gas prices through policy interventions such as price controls, tariffs, taxes, export restrictions, subsidies or changes to environmental or energy transition regulations, which could reduce the profitability of activities and negatively affect our customers’ willingness or ability to advance new projects. Sustained high oil and natural gas prices could also drive over-investment and create the potential for global oversupply, which could cause prices to fall, also impacting investment by our customers.

A deterioration in global economic conditions and adverse developments affecting the financial services industry could affect our current and projected business operations and our financial condition and results of operations.

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the United States and elsewhere around the world. Weak economic conditions, sustained uncertainty about global economic conditions or a prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on products or services or put downward pressure on prices, which could have an adverse effect on our business, financial condition, results of operations and cash flows. In the event of extreme prolonged adverse market events, such as a global credit crisis, we could incur significant losses. The future impact of these types of events on our business, financial condition, results of operations and cash flows depends largely on developments outside our control.

Our access to funding sources and other credit arrangements in amounts adequate to finance our current and projected future business operations could be significantly impaired by factors that affect us, any financial institutions with which we enter into credit agreements or arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures affecting financial institutions, the ability of financial institutions to perform obligations under various types of financial, credit or liquidity agreements or arrangements or disruptions or instability in the financial services industry or financial markets.

The results of events or concerns that involve one or more of these factors could include a variety of material adverse effects on our current and projected business operations, financial condition and results of operations. These risks include, but may not be limited to, the following:

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, refusal to refinance existing indebtedness upon its maturity or on terms similar to the expiring debt or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses or other obligations, financial or otherwise, result in breaches of our financial or contractual obligations or could result in temporary violations of international, federal or state wage and hour laws.

Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors, could have material adverse effects on our liquidity and our current and projected business operations and financial condition and results of operations. In addition, deterioration in the macroeconomic economy or financial services industry could lead to losses or defaults by our partners, vendors or suppliers, which in turn could have a material adverse effect on our current and projected business operations, results of operations and financial condition.

We must comply with export and import controls, economic sanctions and embargoes and other international trade laws and regulations, and any failure to comply with such laws and regulations could subject us to liability and have a material adverse impact on our business, financial condition and results of operations.

We conduct business globally, and our business activities and services must be conducted in compliance with applicable import and export control laws and regulations, as well as economic sanctions and other international trade laws. Although we have instituted and implemented policies and procedures reasonably designed to promote compliance with such laws and regulations, our global operations expose us to the risk of violating, or being accused of violating, import and export controls, economic sanctions, embargoes and other international laws and regulations. Violation of import or export control laws and regulations or economic sanctions, embargoes or other international trade laws could result in negative consequences to us, including government investigations, sanctions, criminal or civil fines or penalties, more onerous compliance requirements, loss of authorizations or licenses needed to conduct aspects of our business, default under debt, reputational harm and other adverse consequences. Moreover, if any of our counterparties or jurisdictions where we do business becomes the target of economic sanctions, we may face an array of issues, including, but not limited to, having to abandon the related project, being unable to recoup prior invested time and capital or being subject to lawsuits, investigations or regulatory proceedings that could be time consuming and expensive to respond to, and which could lead to criminal or civil fines or penalties. For example, in compliance with applicable trade restrictions relating to Russia, we withdrew all operations in and sales into Russia and no longer support our equipment installed in Russia, and there are various other regions where we refrain from making sales of our products and services. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. These laws and regulations can cause delays in shipments, unscheduled operational downtime and material impacts to our business operations. For example, changes to U.S.-China trade policies, including the imposition, expansion, or modification of tariffs or retaliatory trade measures, could increase the cost of components or finished goods, disrupt supply chains, require changes to sourcing strategies, or reduce demand from affected customers.

Despite our compliance efforts, we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition and results of operations. In addition, increased enforcement activity by regulators globally could heighten the likelihood of audits or investigations, even in the absence of intentional misconduct.

The loss of senior management or technical personnel could materially adversely affect our operations.

We depend on the services of our senior management and technical personnel. In particular, we depend on our current senior management for the implementation of our strategy and the supervision of our day-to-day activities. We do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of our senior management or technical personnel, or an inability to attract and retain additional senior management or technical personnel, could have a material adverse effect on our business, financial condition and results of operations.

Many of our products are mechanically complex and often must perform in extremely challenging conditions. The design and delivery of our products and the performance of our services require skilled and qualified technical personnel with specialized skills and experience, and our ability to be productive and profitable will depend upon our ability to employ and retain skilled workers. The demand for skilled workers is high, and the supply is limited. As a result, competition for experienced personnel is intense, and we face significant challenges in competing for employees and management with large and well-established competitors. Additionally, we are subject to local content laws in jurisdictions where we operate, including certain countries in Asia. Noncompliance could result in monetary fines and other penalties that may restrict our ability to operate in such countries. A significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay or both. If either of these events were to occur, our cost structure could increase, and our operations and growth potential could be impaired. Employee turnover may also lead to lost productivity and decrease employee engagement, which could adversely impact our business.

We may incur liabilities to customers as a result of warranty claims that could adversely affect our reputation, ability to obtain future business and earnings.

We provide warranties as to the proper operation and conformance to specifications of the products we manufacture or install. Failure of our products to operate properly or to meet specifications may increase costs by requiring additional engineering resources and services, replacement of parts and equipment or monetary reimbursement to a customer. We have in the past received warranty claims, and we expect to continue to receive them in the future. To the extent that we incur substantial warranty claims in any period, our reputation, ability to obtain future business and earnings could be adversely affected.

Consolidation in our industry may impact our results of operations.

Business consolidations within the oil and natural gas industry in recent years have resulted in some of our largest customers combining and using their size and purchasing power to seek economies of scale and pricing concessions. Continuing consolidation within the industry may result in reduced operating and capital spending by some of our customers or the acquisition of one or more of our primary customers, which may lead to decreased demand for our products and services. There is no assurance that we will be able to maintain our level of sales to a customer that has consolidated, or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of our primary customers may have a significant adverse impact on our business, results of operations, financial condition and cash flows. We are unable to predict what effect consolidations in the industry may have on prices, operating or capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers or our ability to negotiate favorable agreements with our customers.

Changes in our customer and product mix could cause our profit margin to fluctuate.

From time to time, we may experience changes in our customer mix or in our product mix. Our customer relationships depend, in part, on our ability to provide customers the products they need when they need them and our ability to provide an appropriate level of service to gain and retain customers. If our customers’ experience is negative or our customers require lower-margin products from us and fewer higher-margin products, our results of operations and financial condition may suffer.

Our failure to attract, retain and develop personnel could have an adverse effect on our results of operations, financial condition and cash flows.

The delivery of our services and products requires personnel with specialized skills and experience, and our growth, profitability and effectiveness in conducting our operations and executing our strategic plans depend in part on our ability to attract, retain and develop qualified personnel, and align them with appropriate opportunities for key management positions. We may experience employee turnover or labor shortages if our business requirements and/or expectations about when and how often employees work either on-site or remotely are inconsistent with the expectations of our employees or if employees pursue employment in fields with less volatility than in the energy industry. Additionally, during periods of increased investment in the oil and natural gas industry, competition for qualified personnel may increase and the availability of qualified personnel may be further constrained. Although we believe we generally offer competitive compensation, our costs of operations and selling, general and administrative expenses could increase in the future if required to attract and retain qualified personnel and there is no assurance that the prices of our products and services could be increased to offset any such increases. If we are unsuccessful in our efforts to attract and retain sufficient qualified personnel on terms acceptable to us, or do so at rates necessary to maintain our liquidity and competitive position, our business, results of operations, financial condition, cash flows, and market share could be adversely affected.

The cyclical nature of the oil and natural gas industry may cause our operating results to fluctuate.

We derive our revenues from companies in the oil and natural gas exploration and production and oilfield services industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and natural gas prices. We have experienced, and may in the future experience, significant fluctuations in operating results as a result of the reactions of our customers to changes in oil and natural gas prices. For example, prolonged low commodity prices experienced by the oil and natural gas industry during 2015, 2016 and recently in 2020, combined with adverse changes in the capital and credit markets, caused many exploration and production companies to reduce their capital budgets and drilling activity. This resulted in a significant decline in demand for oilfield services and products and adversely impacted the volume of products and services oilfield services companies could sell, and the prices oilfield services companies could charge for their products and services. In addition, a majority of the revenue we earn is based upon product sales at market pricing. By selling our products at market pricing, we are exposed to the risks of a rapid reduction in prices and resulting volatility in our revenues.

Growth in drilling and completion activity, and our ability to benefit from such growth, could be adversely affected by any significant constraints in equipment, labor or takeaway capacity in the regions in which we operate.

Growth in drilling and completion activity may be impacted by, among other things, the availability and cost of oil country tubular goods, pipeline capacity, and material and labor shortages. Should significant growth in activity occur there could be concerns over availability of the equipment, materials and labor required to drill and complete a well, together with the ability to move the produced oil and natural gas to market. Should significant constraints develop that materially impact the efficiency and economics of oil and natural gas producers, growth in drilling and completion activity could be adversely affected. This would have an adverse impact on the demand for our products, which could have a material adverse effect on our business, results of operations and cash flows.

We are a holding company with no operations of our own, and we depend on our operating subsidiaries for cash to fund our operations, pay our debts, and make any future dividend payments.

VME Companies, Inc. is a holding company and does not conduct any business operations directly. All of our operations are conducted through our operating subsidiaries, VME Process, Inc. and VME Process Solutions, LLC. Our only material assets are the equity interests we hold in these subsidiaries. As a result, we are dependent on the earnings of, and cash distributions and other transfers from, our operating subsidiaries to fund our operations, meet our obligations, and pay any dividends that our Board may declare in the future. The ability of our operating subsidiaries to make distributions and other payments to us may be restricted by, among other things, applicable state laws, contractual restrictions contained in financing agreements, and the financial condition and operating requirements of our subsidiaries. If our operating subsidiaries are unable to make sufficient payments to us, we may be unable to fund our operations, satisfy our obligations, or pay dividends to our stockholders. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, and cash flows.

We have a substantial working capital deficit and stockholders’ deficit, loans that were in default, and we are dependent on this offering and other uncommitted financing; these conditions raise substantial doubt about our ability to continue as a going concern.

We have historically incurred net losses and negative operating cash flows, and we have a substantial working capital deficit. As of June 30, 2026, we had a working capital deficit of approximately $39.9 million and a total stockholders’ deficit of approximately $6.7 million, and we incurred a net loss of $0.6 million for the six months then ended. Our total current liabilities significantly exceed our total current assets, and we anticipate that our negative operating cash flows will continue to increase for the foreseeable future as we expand our projects in the United States and Southeast Asia. Our independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements expressing substantial doubt about our ability to continue as a going concern.

In addition, certain of our indebtedness was previously in default. As of the date of issuance of our financial statements, we were not in compliance with two short-term related-party loans in the amount of $900,000 each (an aggregate of $1.8 million), which had two-month terms and were used to fund operations. These loans matured in February 2026 and were not repaid at maturity. Subsequent to the original maturity dates, both loans were extended until December 31, 2026 under the same terms and conditions. As of June 30, 2026, we had total notes and loans payable and accrued interest of approximately $8.0 million coming due within twelve months. Any future defaults under these loans or other obligations could result in acceleration of amounts due, enforcement actions by our lenders, cross-defaults under other obligations, and further strain on our limited liquidity.

As a result, we are dependent on the net proceeds of this offering and on other sources of capital that are not committed to fund our operations and satisfy our obligations. We estimate that the gross proceeds to us from this offering will be approximately $18.0 million, based on the sale of 4,000,000 shares at an assumed initial public offering price of $4.50 per share (the midpoint of the price range set forth on the cover page of this prospectus), and that the net proceeds to us will be approximately $14.0 million, after deducting the underwriting discount of approximately $1.3 million, the non-accountable expense allowance of approximately $0.2 million, the Representative’s accountable expense reimbursement of up to $0.2 million and other estimated offering expenses of approximately $2.4 million payable by us. Our capital requirements through June 30, 2027 are estimated to be at least $41.1 million. We expect that the net proceeds of this offering, together with our cash of $3.3 million as of June 30, 2026, plus our continuing execution of existing projects will be sufficient to fund our operations and planned capital expenditures through approximately March, 2027, and that we will need at least approximately $20.0 million of additional funding to meet our capital requirements through September 30, 2027 and to execute our existing backlog of $127.1 million. We currently have no committed sources of financing. We intend to address this funding gap through cash generated from the execution of our existing backlog, including advance payments and milestone billings from customers; new working capital or project financing facilities that we are seeking but for which we have no commitments; and the extension or refinancing of our related-party loans, none of which is committed, and we are also seeking external financing to meet obligations while we pursue additional contracts. There can be no assurance that this offering will be completed, that additional financing will be available to us when needed, or that any such financing can be obtained on commercially reasonable terms Because our management will have broad discretion over the use of proceeds and the amount and timing of our expenditures depend on numerous factors outside our control, our actual capital needs may exceed our current estimates.

If this offering is not completed, or if the net proceeds we receive are lower than expected, and we are otherwise unable to obtain adequate financing on a timely basis, we will not be able to meet our obligations as they become due and will need to delay, reduce, or eliminate some or all of our planned activities and reduce costs, which would likely have a material adverse effect on our ability to execute our business plan. In such event, we may be unable to continue our operations, and our management’s plans do not alleviate the substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities, that might result if we are unable to continue as a going concern. If we become unable to continue as a going concern, you could lose all or part of your investment.

Risks Related to Project Execution, Supply Chain and Regional Operations

Our large, complex EPC projects expose us to execution, schedule, cost-overrun, supply chain, labor, and regional operating risks, which could adversely affect our results of operations and financial condition.

Our EPC and modular fabrication projects, particularly large and complex offshore projects involving multiple modules and interfaces, are subject to significant execution risk across engineering, procurement, fabrication, logistics, integration, and commissioning activities. Delays, design changes, fabrication challenges, labor constraints, equipment delivery delays, quality issues, or increases in material, labor, or logistics costs may result in schedule slippage, cost overruns, or reduced margins. In many cases, these risks are borne by us under fixed-price or lump-sum turnkey contracts, which may limit our ability to recover increased costs from customers.

A significant portion of our engineering and fabrication activities is performed in Southeast Asia, including Indonesia, Malaysia, and Singapore. Operating in these regions exposes us to geopolitical, regulatory, labor, and logistical risks, including changes in labor laws and workforce regulations, currency fluctuations, customs and port delays, changes in import and export controls, political or regulatory instability, and exposure to weather events and natural disasters. Disruptions in these regions could delay project execution, increase costs, or adversely affect our ability to meet contractual obligations.

Our fabrication and project execution model relies on the ability to access and scale a large, skilled workforce, including contract labor, to meet fluctuating project demands. Labor shortages, increased competition for skilled workers, rising wage rates, government restrictions on labor mobility, safety incidents, or workforce disruptions could impair our ability to execute projects on schedule and within budget.

In addition, our projects require the timely procurement and delivery of specialized materials and equipment, including steel, rotating equipment, valves, instrumentation, and other long-lead items. Market shortages, supplier performance issues, quality defects, price increases, logistical constraints, or transportation disruptions may delay deliveries and directly impact project schedules and costs. Because project schedules and work sequencing are highly interdependent, delays or failures by suppliers or subcontractors may have cascading effects on project execution. Any of these factors could materially adversely affect our business, financial condition, results of operations, and cash flows.

We rely on a limited number of qualified vendors for certain critical components, and defects or performance issues in our products or systems could result in project delays, additional costs, warranty claims, or reputational harm.

Certain components and systems used in our EPC, modular fabrication, and packaged equipment offerings, including separation internals, filtration media, pressure vessels, pumps, rotating equipment, and other engineered components, are sourced from a limited number of specialized vendors. Our ability to procure these components on acceptable terms and within required timeframes depends on the performance, financial stability, capacity, and regulatory compliance of these vendors. If any key vendor fails to perform as expected, experiences financial or operational difficulties, is subject to regulatory restrictions, or is otherwise unable to supply required components, we may be unable to obtain suitable alternatives on comparable terms or within required schedules, which could delay project execution, increase costs, or adversely affect our contractual performance.

In addition, the process systems and equipment we design, fabricate, and deliver, including separation, gas treatment, dehydration, and produced-water treatment systems, are required to meet stringent technical and performance specifications. Defects in design, manufacturing, installation, or integration, or failures to achieve specified performance levels, could result in warranty claims, liquidated damages, rework, remediation costs, project delays, contractual disputes, or claims for damages. Such events could also adversely affect our reputation, customer relationships, and ability to secure future projects. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our fixed-price EPC contracts, scope changes, reliance on consortium partners and subcontractors, and related disputes and guarantees expose us to significant commercial and execution risks that could adversely affect our margins, liquidity, and results of operations.

Many of our EPC contracts are structured as fixed-price or lump-sum turnkey arrangements that require us to estimate costs, schedules, productivity, and risks over multi-year project durations. Unforeseen technical challenges, changes in scope, adverse site conditions, supply chain disruptions, labor constraints, or regulatory requirements may cause actual costs to exceed our estimates, and our ability to recover additional costs from customers may be limited or unavailable.

FPSO projects frequently evolve during execution due to changes in reservoir development plans, regulatory requirements, operator preferences, or integration issues among topside, hull, and offshore contractors. Scope changes may increase complexity and execution risk, and disputes may arise regarding entitlement to change orders, pricing adjustments, or schedule relief. Failure to obtain timely or adequate compensation for such changes could adversely affect project profitability.

Certain projects are executed through joint ventures, consortium arrangements, or involve significant subcontracted scopes, which may expose us to the performance, financial stability, technical capability, and compliance of third parties over whom we have limited control. Failures by consortium partners or subcontractors may result in project delays, cost overruns, disputes, or reputational harm.

Large EPC projects often give rise to disputes over scope, schedule, performance, or payment. Claims, arbitration, or litigation—even if ultimately resolved in our favor—may require significant management attention, legal costs, bonding, or cash collateral. In addition, EPC contracts frequently require us to provide performance bonds, advance payment guarantees, parent company guarantees, or extended warranties, and calls on these instruments could result in significant cash outflows and adversely affect our liquidity. Any of these factors could materially adversely affect our business, financial condition, results of operations, and cash flows.

Risks Related to Regulation of Our Industry

Failure to comply with applicable U.S. and foreign laws and regulations could expose us to significant liability, increase costs, disrupt our operations, and harm our reputation.

We are subject to a broad range of complex and evolving U.S. and foreign laws and regulations in the jurisdictions in which we operate, including anti-corruption and anti-bribery laws, such as the FCPA, and local anti-corruption laws in Southeast Asia), trade controls (including export controls, customs requirements, and economic sanctions), anti-money laundering requirements, human rights and supply-chain transparency legislation, and other regulatory requirements applicable to our operations, supply chain, and customers. Our ability to comply with these requirements depends on the effectiveness of our compliance policies and procedures, including our ability to appropriately train and supervise employees, contractors, and third parties, and to monitor transactions and business partners across multiple jurisdictions.

These laws and regulations are subject to differing interpretations, may change frequently, and may be enforced inconsistently. We may become subject to governmental investigations, audits, or enforcement actions, even if we believe we are in compliance. If we or our employees, agents, subcontractors, or business partners fail to comply with applicable laws and regulations, we could be subject to investigations, sanctions, debarment or loss of eligibility for certain projects, contractual remedies, reputational harm, and civil or criminal penalties, including significant fines. In addition, trade restrictions, sanctions, supply-chain regulations, or other governmental actions could limit our ability to source materials or equipment, perform services, or receive payments, and could adversely affect project schedules, costs, and margins.

We are also subject to complex U.S. and foreign tax laws, regulations, and treaties. Changes in tax laws, interpretations, or enforcement practices, or failure to comply with applicable tax requirements, could result in audits, assessments, penalties, interest, withholding or indirect tax disputes, restrictions on cash movement, or, in certain circumstances, asset seizures or other enforcement actions, any of which could disrupt our operations and adversely affect our financial condition and results of operations.

In addition, customers, financing sources, subcontractors, suppliers, or other participants in our supply chain may become involved in governmental investigations or enforcement matters, which could delay or prevent the performance of contracts, disrupt supply chains, affect project funding or timing, or require us to incur significant costs and management time, including in connection with responding to subpoenas, document requests, or other investigative demands. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Climate-related regulations, investor preferences, and energy transition trends could reduce demand for offshore oil and gas developments, including FPSO projects, and materially adversely affect our business.

Global, regional, and national efforts to address climate change, reduce greenhouse gas emissions, and promote the transition to lower-carbon energy sources have resulted, and may continue to result, in new or more stringent laws, regulations, policies, and market initiatives affecting the oil and gas industry. These efforts include carbon pricing mechanisms, emissions reporting and reduction requirements, restrictions on fossil fuel development, enhanced environmental permitting standards, and increased scrutiny of offshore oil and gas projects.

Offshore oil and gas developments, including FPSO projects, typically require significant upfront capital investment and long development timelines. Changes in climate-related regulations, government policy, or investor and lender preferences could lead to delays, cancellations, or reduced scope of offshore projects, particularly those perceived to have higher carbon intensity or longer payback periods. Any sustained reduction in offshore oil and gas investment could materially reduce demand for our topside modules, EPC services, and packaged process equipment. In addition, financial institutions, insurers, and other capital providers are increasingly adopting climate-related investment criteria, emissions reduction targets, or exclusions for certain fossil fuel-related activities. These trends may limit the availability or increase the cost of financing and insurance for offshore developments, further constraining project activity and demand for our services.

We may also face increased regulatory, compliance, and reporting costs associated with climate-related laws, regulations, and disclosure requirements, as well as increased scrutiny from customers, investors, and other stakeholders regarding our environmental practices and emissions profile. If we are unable to adapt our business strategy, product offerings, or operations to evolving climate-related requirements and market expectations, our competitiveness, reputation, and financial performance could be adversely affected.

As a result, climate-related regulations and energy transition trends could materially adversely affect our business, financial condition, results of operations, and long-term growth prospects.

Our operations expose us to environmental liabilities, product and system performance risks, and personal injury claims, and our insurance coverage may be inadequate to cover resulting losses.

Our engineering, fabrication, and offshore-related project activities involve the handling of hazardous materials, heavy equipment, high-risk construction activities, and complex process systems. Accidents, equipment failures, environmental releases, or product or system performance failures could result in personal injury or loss of life, property damage, environmental contamination, project shutdowns, contractual claims, and reputational harm. We may be subject to claims or liabilities arising from negligence, strict liability (including joint and several liability), product liability, contractual indemnities, or other legal theories, including claims related to current or historical operations or those of acquired or former businesses.

In addition, we may face remediation obligations, site cleanup costs, closure liabilities, or other environmental liabilities, including with respect to contamination or hazardous materials at current or former facilities or project sites. These liabilities could be significant and may arise regardless of fault in certain jurisdictions.

Although we maintain insurance coverage for certain operational, environmental, and product-related risks, our insurance may be subject to coverage limits, deductibles, exclusions, or limitations, and may not cover all potential liabilities or losses. Insurance coverage may become more expensive, unavailable on commercially reasonable terms, or subject to narrower coverage in the future, and our insurers may be unable to meet their obligations. As a result, we may be required to bear a substantial portion of losses arising from uninsured or underinsured claims, which could materially adversely affect our business, financial condition, results of operations, and cash flows.

Failure to comply with applicable environmental, data privacy, zoning, permitting, and other regulatory requirements could result in fines, operational restrictions, increased costs, or the suspension of our operations.

Our operations are subject to numerous international, federal, state, and local laws, regulations, and policies governing environmental protection, occupational health and safety, data privacy and cybersecurity, zoning, land use, permitting, and other regulatory matters applicable to our engineering, fabrication, and project execution activities. Data privacy and cybersecurity laws in the jurisdictions in which we operate impose obligations to protect personal and business data against unauthorized access, misuse, or disclosure, and these requirements continue to evolve.

Regulatory requirements may change, and new laws, regulations, or enforcement practices may be adopted, which could require us to incur significant additional capital expenditures, modify our operations, or implement new compliance programs. We may not be able to comply with all current or future regulatory requirements, and governmental authorities may impose fines, penalties, remediation obligations, or operational restrictions, or revoke, suspend, or decline to renew permits, licenses, or approvals. Any such actions could require us to curtail or suspend operations at certain facilities, delay projects, or incur significant compliance or remediation costs, which could materially adversely affect our business, financial condition, results of operations, and cash flows.

Our business involves significant occupational safety risks, and we have experienced serious safety incidents in the past.

Our EPC services expose our employees and subcontractors to hazards inherent in construction activities at oil and gas facilities. Despite our safety programs, training initiatives, and compliance efforts, we have experienced serious workplace incidents in the past and may experience additional incidents in the future. Such incidents could result in injuries or fatalities, project delays, increased insurance and workers’ compensation costs, regulatory scrutiny, reputational harm, or litigation, any of which could materially adversely affect our business, financial condition, and results of operations.

U.S. and foreign export controls and economic sanctions laws may restrict our ability to execute international projects, delay deliveries, and expose us to significant penalties.

We are subject to U.S. export control laws, including the Export Administration Regulations, and U.S. economic and trade sanctions administered by the Office of Foreign Assets Control, as well as applicable foreign trade control and sanctions regimes. These laws regulate not only the physical export of equipment, but also the cross-border transfer or disclosure of technical data, engineering drawings, process designs, software, control systems, simulations, and other information generated in the course of EPC and FPSO projects, including transfers among affiliates and to non-U.S. employees through so-called “deemed exports.”

Sanctions regimes may prohibit or restrict transactions involving certain countries, vessels, financial institutions, entities, or individuals, and may limit our ability to contract with customers, source materials, engage logistics providers, receive payments, or provide post-delivery services and technical support. Sanctions programs and export control classifications change frequently, and counterparties or activities that are permissible at the time a contract is entered into may subsequently become restricted or prohibited.

Compliance with export controls and sanctions laws is complex, fact-specific, and resource-intensive. Violations, or even alleged violations, may result in substantial civil and criminal penalties, loss or suspension of export privileges, mandatory compliance undertakings, project delays or terminations, and reputational harm, any of which could materially adversely affect our business, financial condition, results of operations, and cash flows.

Our global operations expose us to anti-corruption and compliance risks, and we may be held liable for improper conduct by third parties.

We are subject to the FCPA and similar anti-corruption laws in the jurisdictions in which we operate, which prohibit improper payments or benefits to government officials and employees of state-owned or state-controlled entities and impose stringent accounting and internal control requirements. Our FPSO and offshore EPC projects frequently involve national oil companies, port and maritime authorities, customs agencies, and other government-linked entities, as well as agents, subcontractors, freight forwarders, and other third-party intermediaries.

We may be held liable for violations of anti-corruption laws committed by third parties acting on our behalf, even where we did not authorize, direct, or have actual knowledge of the improper conduct. Enforcement of anti-corruption laws is aggressive and increasingly coordinated across jurisdictions, and investigations may result in significant management distraction and compliance costs.

Violations, or alleged violations, of anti-corruption laws could result in substantial fines, criminal penalties, disgorgement of profits, exclusion from government-related projects, restrictions on our ability to compete for future contracts, and reputational harm. Any such outcomes could materially adversely affect our business, financial condition, results of operations, and cash flows.

Regulatory regimes and certification requirements applicable to offshore facilities are frequently flowed down to us contractually, which may increase rework, delays, costs, and exposure to liquidated damages.

Although we are not operators of FPSOs or offshore oil and gas facilities, regulatory requirements and industry standards applicable to offshore operations are routinely incorporated into customer specifications and flowed down to EPC contractors and equipment suppliers through contractual requirements. FPSOs and offshore facilities are subject to extensive safety, environmental, maritime, and classification society requirements in multiple jurisdictions. Compliance with these regimes is often embedded in EPC contracts and technical specifications governing our scope of work.

These contractual flow-down obligations may govern design criteria, safety-critical equipment, fabrication processes, inspection and testing protocols, documentation requirements, quality management systems, and change management procedures. Failure to comply with these requirements, or delays in obtaining required certifications, approvals, or class endorsements, may result in rework, project delays, liquidated damages, contractual disputes, warranty claims, or, in certain circumstances, termination of contracts or exclusion from future FPSO projects. Any such outcomes could materially adversely affect our business, financial condition, results of operations, and cash flows.

Our ability to operate and perform EPC services depends on maintaining licenses, permits, and approvals in multiple jurisdictions, and failure to obtain or maintain these authorizations could materially adversely affect our business.

Our engineering and fabrication operations in Singapore, Malaysia, Indonesia, and other jurisdictions are subject to business licensing, industrial permitting, environmental approvals, and operational authorization regimes. These licenses and permits are subject to renewal, ongoing compliance obligations, reporting requirements, inspections, and regulatory discretion, and may be affected by changes in law, policy, or administrative practice.

Regulatory reforms, changes in interpretation, increased enforcement, or administrative delays could result in the suspension, non-renewal, or revocation of licenses, permits, or approvals, or could impose additional conditions or compliance costs. Failure to obtain or maintain required authorizations could prevent us from operating facilities, bidding on new projects, or performing existing contracts, which could materially adversely affect our business, financial condition, results of operations, and cash flows.

Data protection, privacy, and cybersecurity requirements restrict cross-border data flows and expose us to regulatory, operational, and reputational risks.

We are subject to data protection and privacy laws in multiple jurisdictions that regulate the collection, use, storage, transfer, and security of personal and business data, including employee, customer, supplier, and project-related information. These laws may restrict cross-border data transfers, require breach notification, mandate specific technical and organizational safeguards, and impose penalties for non-compliance. Failure to comply with applicable data protection and privacy requirements could result in regulatory investigations, significant fines or penalties, contractual liability and loss of customer confidence.

In addition, our engineering, project execution, and operational systems rely on digital platforms and interconnected information technology infrastructure. Cybersecurity incidents, system failures, or unauthorized access to sensitive data could disrupt operations, compromise proprietary or confidential information, delay projects, or expose us to regulatory investigations, fines, litigation, contractual claims, and reputational harm. Compliance with evolving data protection and cybersecurity requirements may also require significant investments in systems, controls and personnel. Increased regulatory scrutiny, expanded reporting obligations or new cybersecurity standards could further increase compliance costs and complexity without assurance that such measures will fully mitigate cyber or data privacy risks. Any such events could materially adversely affect our business, financial condition, results of operations, and cash flows.

Federal, state and local legislative and regulatory initiatives relating to oil and natural gas development and the potential for related litigation could result in increased costs and additional operating restrictions or delays for our customers, which could reduce demand for our products.

Environmental laws, regulations and policies could limit our customers’ exploration and production activities. Although we do not directly engage in drilling or hydraulic fracturing activities, we provide products and services to operators in the oil and natural gas industry. There has been significant growth in opposition to oil and natural gas development both in the United States and globally. This opposition is focused on attempting to limit or stop hydrocarbon development in certain areas. Examples of such opposition include: (i) efforts to reduce access to public and private lands; (ii) delaying or canceling permits for drilling or pipeline construction or export facilities; (iii) limiting or banning industry techniques such as hydraulic fracturing, and/or adding restrictions on the use of water and associated disposal; (iv) delaying or denying air-quality permits; and (v) advocating for increased regulations, punitive taxation, or citizen ballot initiatives or moratoriums on industry activity.

In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of oil and natural gas development through additional permitting requirements, operational restrictions, including on the time, place and manner of drilling activities, disclosure requirements and temporary or permanent bans on hydraulic fracturing, exports of liquified natural gas or other facets of crude oil and natural gas exploration and development in certain areas such as environmentally sensitive watersheds. Increased regulation and opposition to oil and natural gas activities could increase the potential for litigation concerning these activities, and could include companies who provide products and services used in hydrocarbon development, such as us.

From time to time, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. Additionally, some states have adopted, and other states are considering adopting, regulations that could impose new or more stringent permitting, disclosure or well construction requirements on hydraulic fracturing operations. The adoption of new laws, regulations or policies at the federal, state or local levels imposing reporting obligations, or otherwise limiting or delaying hydrocarbon development, could make it more difficult for our customers to complete oil and natural gas wells, increase our customers’ costs of compliance and doing business, and otherwise adversely affect the oil and natural gas activities they pursue. Such developments, which could increase costs for our customers, could negatively impact demand for our products and services. In addition, heightened political, regulatory and public scrutiny, including lawsuits, could expose us or our customers to increased legal and regulatory proceedings, which could be time-consuming, costly or result in substantial legal liability or significant reputational harm. We could be directly affected by adverse litigation or indirectly affected if the cost of compliance or the risks of liability limit the ability or willingness of our customers to operate. Such costs and scrutiny could directly or indirectly, through reduced demand for our products and services, have a material adverse effect on our business, results of operations, financial condition and cash flows.

Changes in tax laws, regulations and treaties could adversely affect our business, financial condition and results of operations.

Changes in tax laws, regulations and treaties in any of the multiple jurisdictions in which we operate could result in an unfavorable change in our effective tax rate, which could adversely affect our business, financial condition and operating results. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid or the taxation of partnerships and other pass-through entities. As a result, the tax laws in the United States and in jurisdictions in which we do business could change on a prospective or retroactive basis, and any such changes could have an adverse effect on our worldwide tax liabilities, business, financial condition and results of operations. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or applicable tax rates in the future in countries where we have operations, reduce post-tax returns to our stockholders and increase the complexity, burden and cost of tax compliance.

For example, in the United States, the IRA 2022 introduced, among other changes, a 15% corporate minimum tax on certain U.S. corporations and a 1% excise tax on certain stock redemptions by publicly traded U.S. corporations. We do not currently expect that the 15% corporate minimum tax would have an effect on our overall effective tax rate. However, we are currently unable to predict the ultimate impact of the IRA 2022, actions of the Trump Administration or the U.S. Congress or any further changes in U.S. tax law on our business, financial condition and results of operations.

Negative public perception can lead to additional regulatory burdens and reduced business opportunities for us.

Increasing attention to climate change and natural capital, societal expectations on companies to address climate change, investor and societal expectations regarding regulatory and voluntary environmental, safety and governance (“ESG”) initiatives and disclosures and consumer demand for alternative sources of energy may result in increased costs (including but not limited to increased costs associated with compliance, stakeholder engagement, contracting and insurance), reduced demand for our customers’ hydrocarbon products and our product and services, reduced profits, increased legislative and judicial scrutiny, investigations and litigation and negative impacts on our stock price and access to capital markets. Negative public perception regarding our industry and the oil and gas industry may lead to increased regulatory scrutiny, which may, in turn, lead to new state and federal safety, environmental, climate change and ESG laws, regulations, guidelines or enforcement interpretations. Additionally, environmental and other advocacy groups may oppose our or our customers’ operations through organized protests, attempt to block or sabotage our customers’ operations, intervene in regulatory or administrative proceedings involving our customers’ assets or file lawsuits or other actions designed to prevent, disrupt or delay the development or operation of our and our customers’ assets. These actions may increase our costs and reduce our customers’ production levels over time, which, as a result, may reduce demand for our products and services. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits that we or our customers require to conduct operations to be withheld, delayed or burdened by requirements that restrict our or our customers’ ability to profitably conduct business. Ultimately, this could make it more difficult to secure funding for our operations.

In addition, failure or a perception (whether or not valid) of failure to implement ESG strategies or achieve ESG goals or commitments, including any greenhouse gas reduction goals or commitments, could result in governmental investigations or enforcement, private litigation and damage our reputation, cause our investors or consumers to lose confidence in the Company and negatively impact our operations. While we may create and publish disclosures regarding ESG matters, it is possible that the statements in those disclosures may be considered or found to be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying and measuring many ESG matters. Such disclosures may also be partially reliant on third-party information that we have not or cannot independently verify. Additionally, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us, our customers and our respective industries and to the diversion of investment to other industries, which could have a negative impact on the price of our common stock and our or our customers’ access to and cost of capital. Also, institutional lenders may decide not to provide funding for fossil fuel energy companies or their suppliers based on climate change-related concerns, which could affect our or our customers’ access to capital for potential growth projects. Moreover, to the extent ESG matters negatively impact our or the fossil fuel industry’s reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations.

Risks Related to the Ownership of Our Securities and this Offering

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our amended and restated certificate of formation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors (the “Board”) may determine. This authorization provides the Board with significant flexibility to structure future financings, strategic transactions, or defensive measures, but may also be exercised in a manner that is adverse to the interests of holders of our common stock. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Such voting or consent rights could reduce the ability of common stockholders to influence corporate governance matters, including the election of directors or approval of mergers, asset sales, or other significant transactions.

Provisions of our Charter and Bylaws will include, and Texas law includes, a 50% threshold for stockholders to call special meetings, could make a takeover more difficult and limit the ability of our stockholders to effect changes in our management.

Our Charter and Bylaws will contain provisions that could delay or prevent a change in control or changes in our Board or management that our stockholders may consider favorable. Section 21.352 of the TBOC generally permits the holders of at least 10% of the shares entitled to vote at a proposed special meeting to call a special meeting, unless the certificate of formation specifies a higher percentage, which may not exceed 50%. Our Charter and Bylaws will set this threshold at the statutory maximum, so stockholders may call a special meeting only if they hold not less than 50% of all of the shares entitled to vote at the proposed meeting. Because Vinson-Shea Holdings, Ltd. and Kole & Marlee Holdings, Ltd. will together hold more than 50% of our outstanding common stock after this offering, as a practical matter only they, acting together, will be able to call a special meeting, and our other stockholders generally will be unable to do so. In addition, our Charter and Bylaws will (i) divide our Board into three classes with staggered three-year terms, (ii) permit directors to be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of our outstanding capital stock, (iii) prohibit stockholder action by written consent, (iv) give our Board the exclusive power to fix the number of directors and to fill vacancies, (v) authorize our Board to issue “blank check” preferred stock without stockholder approval, (vi) establish advance notice requirements for stockholder nominations and proposals, and (vii) require a two-thirds stockholder vote to amend certain provisions of our Charter and to amend our Bylaws. We are also subject to the business combination restrictions of Title 2, Chapter 21, Subchapter M of the TBOC. These provisions, individually or together, could discourage, delay or prevent a merger, tender offer or proxy contest, reduce the price that investors may be willing to pay for our common stock, and make it more difficult for stockholders to replace members of our Board or management.

Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock. In particular, preferred stock could be entitled to dividends, priority distributions upon liquidation or redemption at a premium, which would reduce the amounts available for distribution to holders of our common stock.

The issuance of preferred stock could also have the effect of delaying, deterring or preventing a change in control of the Company, including a transaction that might otherwise be favorable to holders of our common stock. In addition, the market price of our common stock could be adversely affected by the mere existence of this authority, as investors may perceive it as increasing the risk of dilution or reduced governance rights.

As a result, the issuance of preferred stock in the future could materially adversely affect the rights, preferences, market value, and voting power of holders of our common stock.

Our stock price may change significantly following this offering, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in “Risks Related to Our Business and Industry” and the following:

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities action litigation. If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. You will experience immediate dilution of $4.40 per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, investors who purchase common stock from us in this offering will have contributed approximately 98.8% of the aggregate price paid by all purchasers of our outstanding equity but will own only approximately 5.8% of our outstanding equity after this offering. Accordingly, existing stockholders will retain a significant ownership interest despite having made a substantially smaller capital contribution.

To the extent we issue additional shares at prices below the initial public offering price, investors purchasing shares in this offering would experience further dilution. Market conditions, business performance or strategic considerations may require us to raise additional capital in the future, which could occur at prices that result in significant dilution to existing stockholders.

See “Dilution” for more detail, including the calculation of the pro forma net tangible book value per share of our common stock.

We will incur significantly increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, regulatory, finance, accounting, investor relations and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. As a result of having publicly traded common stock, we will also be required to comply with, and incur costs associated with such compliance with, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations implemented by the SEC and the exchange on which we list our shares. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board or our Board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our common stock less attractive to investors.

We qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of certain reduced reporting and other requirements that are otherwise applicable generally to public companies. Pursuant to these reduced disclosure requirements, emerging growth companies are not required to, among other things, comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, provide certain disclosures regarding executive compensation, hold stockholder advisory votes on executive compensation or obtain stockholder approval of any golden parachute payments not previously approved. In addition, emerging growth companies have longer phase-in periods for the adoption of new or revised financial accounting. We will cease to be an emerging growth company upon the earliest of (i) the last day of the fiscal year following the fifth anniversary of this offering; (ii) the last day of the fiscal year in which we have equal to or more than $1.235 billion in annual revenue; (iii) the date on which we issue more than $1 billion of nonconvertible debt over a three-year period; or (iv) the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30).

We intend to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act, until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Our election to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107 of the JOBS Act and who will comply with new or revised financial accounting standards. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We are also a “smaller reporting company” because our annual revenue was less than $100 million during the year ended December 31, 2025. We may continue to be a smaller reporting company in any given fiscal year if either (1) the market value of our common stock held by non-affiliates is less than $250 million as of the last business day of the second fiscal quarter of such fiscal year or (2) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million as of the last business day of the second fiscal quarter of such fiscal year. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies and smaller reporting companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock and the trading price of our common stock may be more volatile and may decline.

We will be a “controlled company” within the meaning of the listing rules of Nasdaq, and, as a result, we intend to rely on exemptions from certain corporate governance requirements.

Upon completion of this offering, Vinson-Shea Holdings, Ltd., which is controlled by our Chief Executive Officer, Michael Thomas, and Kole & Marlee Holdings, Ltd., which is controlled by our Executive Vice President and Chief Operating Officer, Kuoh Lee, will hold approximately 41.0% and 39.1%, respectively, of our outstanding common stock and of the voting power of our outstanding common stock, or approximately 80.1% in the aggregate, assuming no exercise of the underwriters’ over-allotment option. These percentages give effect to the release from escrow to EWDV Fund CT, LLC, upon our listing on Nasdaq, of an aggregate of 9,752,368 shares (approximately 14.1% of our outstanding common stock after this offering) that EWDV Fund CT, LLC agreed to purchase from Vinson-Shea Holdings, Ltd. and Kole & Marlee Holdings, Ltd.; prior to such release, Vinson-Shea Holdings, Ltd. and Kole & Marlee Holdings, Ltd. retain all voting rights with respect to such shares. Because neither Mr. Thomas nor Mr. Lee will individually hold more than 50% of our voting power, our status as a controlled company depends on Messrs. Thomas and Lee acting together as a group. Messrs. Thomas and Lee have been business partners and co-owners of our business since 2003 and are parties to a voting agreement, dated November 5, 2026, pursuant to which they have agreed to vote their shares together on the election of directors. If the voting agreement is terminated or expires, we would no longer qualify as a controlled company and would be required to comply with Nasdaq’s corporate governance requirements, subject to applicable phase-in periods. As a result, we will be a “controlled company” defined under the listing rules of Nasdaq. Under Nasdaq listing rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. For as long as we remain a controlled company, we are permitted to elect to rely on certain exemptions from Nasdaq’s corporate governance rules, including the following:

We intend to rely on all of the forementioned exemptions for so long as we remain a controlled company. Accordingly, a majority of the members of our board of directors might not be independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the offering, and you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

In addition, our controlling stockholders may have interests that differ from, or conflict with, the interests of our other stockholders. Because our controlling stockholders will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and significant corporate transactions, they may take actions with respect to their interests that may not be in the interests of our other stockholders, including with respect to dividends, related-party transactions, business opportunities, and corporate governance matters. Our status as a controlled company, and any related reliance on these exemptions, could make our common stock less attractive to some investors or otherwise adversely affect the market price of our common stock.

If securities or industry analysts do not publish research reports or publish unfavorable research about our business, the price and trading volume of our common stock could decline.

The trading market for our common stock will depend in part on the research reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of us the trading price for our common stock and other securities would be negatively affected. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrades our securities, the price of our securities would likely decline. If one or more of the analysts cease to cover us or fail to publish regular reports on us, interest in the purchase of our securities could decrease, which could cause the price of our common stock and other securities and their trading volume to decline.

Risks Related to Legal, Accounting and Tax Matters

We have identified material weaknesses in our internal control over financial reporting, which resulted in a restatement of our 2025 statement of cash flows. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses, we may not be able to report our financial results accurately or on a timely basis, which could adversely affect investor confidence and the value of our common stock.

In connection with the preparation of our consolidated combined financial statements as of and for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting. These relate to the absence of a formal risk assessment process; insufficiently designed and documented control activities, including inadequate segregation of duties; the lack of effective monitoring activities; and ineffective controls over the accounting for, and the classification and presentation of, significant non-routine transactions.

The material weakness related to non-routine transaction resulting in the misclassification of $3.0 million of loan proceeds as an operating cash inflow in our previously issued consolidated combined statement of cash flows for the year ended December 31, 2025. We have restated that statement in this prospectus to present the proceeds as a financing cash inflow. As restated, net cash used in operating activities for 2025 increased from $7.6 million to $10.6 million, and net cash provided by financing activities increased from $0.3 million to $3.3 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Controls and Procedures” and Note 16 to our audited consolidated combined financial statements included elsewhere in this prospectus.

We are implementing a remediation plan, but we cannot assure you that it will be successful or that we will not identify additional material weaknesses in the future. Remediation may be costly and time-consuming and requires qualified accounting and financial reporting personnel, whom we may have difficulty hiring and retaining. If we fail to remediate the material weaknesses, or if we fail to maintain effective internal control over financial reporting after this offering, we could fail to meet our reporting obligations or be required to restate financial statements for prior periods, investors could lose confidence in our financial reporting, the market price of our common stock could decline, and we could become subject to investigations or sanctions by the SEC, the stock exchange or other regulatory authorities, and to litigation. 

Subjective estimates and judgments used by management in the preparation of our financial statements, including estimates and judgments that may be required by new or changed accounting standards, may impact our financial condition and results of operations.

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. Due to the inherent uncertainty in making estimates, results reported in future periods may be affected by changes in estimates reflected in our financial statements for earlier periods. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. From time to time, there may be changes in the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some instances, we could be required to apply a new or revised standard retrospectively. If the estimates and judgments we use in preparing our financial statements are subsequently found to be incorrect or if we are required to restate prior financial statements, our financial condition or results of operations could be significantly affected.

A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries could result in a higher taxes on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.

Our tax returns are subject to review and examination. We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority. We have in the past been, and currently are, subject to tax audits in the ordinary course of business. If we lose a material tax dispute in any country, our taxes on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.

We are involved and may in the future become involved in litigation and contractual disputes, with current matters representing aggregate potential exposure of approximately $17 million, partially offset by approximately $26.5 million in pending claims and counterclaims, and unfavorable outcomes could materially and adversely affect our business, financial condition, and results of operations.

We are involved in and may in the future become involved in disputes as well as legal proceedings with public authorities, shareholders, suppliers, contractors, customers, and others. Given the nature of our business, such disputes and legal proceedings often involve highly complex legal and factual questions and determinations and, in some cases, introduce significant levels of exposure.

We are currently a party to several litigation and contractual disputes arising in the ordinary course of our business, including the following: (i) in connection with a seawater treatment plant project, VME Process, Inc. has agreed to pay $11.5 million in remaining accounts payable and to obtain vendor releases in exchange for a release of claims by the counterparty that took control of the project in September 2023, with such payments and releases required to be completed by the end of 2026, and, due to the contingent nature of this agreement and remaining performance conditions, no accrual has been recorded for this matter, although any resulting loss could be material to our financial statements; (ii) VME Process Asia Pacific Pte. Ltd. (“VME AP”) is subject to a $5.4 million judgment obtained by Tanjung Offshore Services Sdn. Bhd., which VME AP is appealing in Singapore, while we have asserted a counterclaim for intellectual property infringement seeking approximately $20.0 million in damages; and (iii) VME AP is seeking to recover approximately $6.55 million, plus additional damages, from Sandakan Offshore (M) Sdn. Bhd. and MTC Engineering Sdn. Bhd. in connection with a terminated contract for the supply of topside modules.

In the aggregate, these matters represent potential exposure of approximately $17 million in payment obligations and adverse judgments, partially offset by approximately $26.5 million in pending claims and counterclaims. Unfavorable outcomes in any of these disputes could have a significant adverse effect on our financial condition, results of operations, and cash flows.

Assessment of potential outcomes and the potential damages and other losses we may incur arising out of any current or future disputes or legal proceedings is inherently difficult given, among other things, the complex nature of the facts and law involved. Although we may disagree with any assertions and claims made against us in any such disputes or legal proceedings, we may not be successful in defending against such claims. If legal proceedings are resolved against us or if we make out-of-court settlements, we may be obliged to make substantial payments to other parties. Even if we are ultimately successful in the legal proceedings, such proceedings may distract our management team and we may also face harm to our reputation from case-related publicity. Further, any such disputes or legal proceedings could result in substantial costs to us associated with defending such claims and distract management, and could also impact our ability to complete our projects.

Risks Related to Our Intellectual Property

New technology may cause us to become less competitive.

The oilfield equipment and services industry continues to see innovation, such as new drilling equipment, techniques and services using new technologies, some of which may be protected by patents or other intellectual property protections. Although we believe our technologies, products and services currently give us a competitive advantage, as competitors and others use or develop new or comparable technologies in the future, we may lose market share or be placed at a competitive disadvantage. Further, we may face competitive pressure to develop, implement or acquire certain new technologies at a substantial cost. Some of our competitors have greater financial, technical and human resources that may give them a competitive advantage in developing, implementing and acquiring new technologies. Alternative products and services using new technologies may compete with or displace our products and services. We may not be able to successfully differentiate our products and services from those of our competitors, or the relative value of our products and services may be eroded. We cannot be certain that we will be able to continue to develop, implement and acquire new technologies, products or services. For example, we may encounter resource constraints, technical barriers or other difficulties that would delay introduction of new products and services in the future. Additionally, the time and expense invested in product development may not result in commercial applications. Limits on our ability to develop, bring to market, implement and effectively use new technologies may have a material adverse effect on our business, financial condition, results of operations and cash flows, including a reduction in the value of assets replaced by new technologies.

The inability to protect or obtain patent and other intellectual property rights could adversely affect our revenue, operating profits and cash flows.

We own patents, trademarks, licenses and other intellectual property related to our products and services, and we continuously invest in research and development that may result in innovations and intellectual property rights. We employ various measures to develop, maintain and protect our innovations and intellectual property rights. These measures may not be effective in capturing intellectual property rights, and they may not prevent our intellectual property from being challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated, particularly in countries where intellectual property rights are not highly developed or protected. We also may not be successful in fully protecting innovations and intellectual property we develop or acquire. In addition, if licenses to certain intellectual property are no longer available, we may not be able to continue providing services or products relating to that license, which could adversely affect our financial condition, results of operations and cash flows. Unauthorized use of our intellectual property rights and any potential litigation we may initiate or have initiated against us in respect of our intellectual property rights could adversely impact our competitive position and have a negative impact on our business, results of operations, financial condition and cash flows.

We may have to enforce our intellectual property against others, and defend against intellectual property challenges against us, which could materially and adversely affect our business and competitive position.

The protection of our intellectual property rights is essential to maintaining our competitive position and recognizing the value of our investments in technology and intellectual property in our existing and future products. Intellectual property litigation and threats of litigation are becoming more common in the oilfield equipment and services industry. We may in the future be involved in litigation, in the United States or abroad, to enforce our patents or other intellectual property rights, protect our trade secrets and know-how or defend ourselves against allegations of intellectual property infringement brought by our competitors or other third parties.

Policing unauthorized use of our intellectual property rights is difficult, and nearly impossible on a worldwide basis. Therefore, we cannot be certain that the steps we have taken or will take in the future will prevent misappropriation of our technology or intellectual property rights. In the event that we need to enforce our intellectual property against an infringer or party otherwise misappropriating or violating our intellectual property rights, litigation can require multiple years to come to resolution or settlement, and even if we ultimately prevail, we may be unable to realize adequate protection of our competitive position. In addition, these actions commonly result in defendants attacking the validity of the asserted intellectual property. Even with a meritorious case, there is no guarantee of success, and intellectual property litigation can result in substantial costs and diversion of management resources. In the event that one or more of our patents are challenged, a court, the United States Patent and Trademark Office (“USPTO”) or its equivalent in foreign jurisdictions may invalidate a patent or determine that a patent is not enforceable, which could harm our competitive position. If any of our patents are invalidated, or if the scope of the claims in any of these patents is limited by a court decision, USPTO decision or decision from an equivalent authority in a foreign jurisdiction, we could be prevented from pursuing certain litigation matters or licensing the invalidated or limited portion of such patents. Such adverse decisions could negatively impact our business, financial condition, results of operations and cash flows.

We also face the risk of claims that we have infringed third parties’ patents or other intellectual property rights. Our competitors in both the United States and foreign countries, many of which have substantially greater resources and have made substantial investments in competing technologies, may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make and sell our products. The large number of patents, the rapid rate of new patent issuances, the complexities of the technology involved and the uncertainty of litigation increase the risk of potential litigation. In the event that we or one of our customers becomes involved in a dispute over infringement, misappropriation or other violation of intellectual property rights relating to equipment or technology owned or used by us, services performed by us or products provided by us, we may lose access to important equipment or technology or our ability to provide our products or services. In addition, we could be required to cease use of some equipment or technology or forced to modify our equipment, technology, products or services, and we could be required to pay substantial damages. We could also be required to pay license fees or royalties for the use of equipment, technology or products. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products successfully. If our inability to obtain required licenses for our technologies or products prevents us from selling our products, that could adversely impact our financial condition and results of operations. Further, we may lose a competitive advantage in the event we are unsuccessful in enforcing our rights against third parties. All of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Some of our employees and consultants are currently or were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

Although, as a condition of employment or engagement, our employees and contractors acknowledge that all intellectual property developed in the scope of their employment or in performance of services belongs to us as a work for hire, those personnel involved in developing intellectual property we regard as our own may dispute whether such intellectual property is owned by us. In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of inventions to execute agreements assigning such inventions to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops inventions that we regard as our own. An employee or other party may refuse to execute an assignment of intellectual property rights, or the assignment agreements may be breached, and we may be forced to bring claims or defend claims that such parties may bring against us to determine the ownership of what we regard as our intellectual property. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be adversely affected by disputes regarding intellectual property rights of third parties.

Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes,

misappropriates or otherwise violates intellectual property rights. We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. If we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. Any legal proceeding concerning intellectual property could be protracted and costly regardless of the merits of any claim and is inherently unpredictable and could have a material adverse effect on our financial condition, regardless of its outcome.

If we were to discover that our technologies or products infringe valid intellectual property rights of third parties, we may need to obtain licenses from these parties or substantially re-engineer our products in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products successfully. If our inability to obtain required licenses for our technologies or products prevents us from selling our products, that could adversely impact our financial condition and results of operations.

Additionally, we currently license certain third-party intellectual property in connection with our business, and the loss of any such license could adversely impact our financial condition and results of operations.

Use of artificial intelligence (“AI”) tools and network disruptions may result in potential liability, exposure of personal or proprietary information or otherwise adversely affect our business.

The use of third-party and open-source AI tools, such as ChatGPT, by our employees and consultants could pose risks relating to the protection of data, including the potential exposure of our proprietary, confidential or otherwise protected information to unauthorized recipients and the misuse of our or third-party intellectual property. Use of AI tools may result in allegations or claims against us related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the U.S. federal securities laws. These statements include, among others, statements regarding our expectations, plans, strategies, objectives, anticipated financial performance, liquidity, growth, and the industry in which we operate. Forward-looking statements can be identified by words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “strategy,” “target,” “will,” “would,” and similar expressions or the negatives of these terms. These statements appear in various places throughout this prospectus, including under the headings “Prospectus Summary,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and relate to matters that are not historical facts.

Forward-looking statements are based on management’s current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that could cause actual results, performance, or developments to differ materially from those expressed or implied by these statements. These risks and uncertainties include, among other things, those described under the heading “Risk Factors” elsewhere in this prospectus. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those contemplated by such statements.

You should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect future events or circumstances.

As a result of a number of known and unknown risks and uncertainties, actual results or performance following the initial public offering may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause such differences in actual results include:

The forward-looking statements are based on plans, estimates and projections as they are currently available to the management of the Company. The Company neither undertakes any obligation nor expects to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this prospectus.

USE OF PROCEEDS

We estimate that the gross proceeds to us from this offering will be approximately $18.0 million (or $16.0 million to $20.0 million at the low and high ends of the price range, respectively), and that the net proceeds to us will be approximately $14.0 million, after deducting underwriting discounts and commissions, the non-accountable expense allowance, the Representative’s accountable expense reimbursement and other estimated offering expenses payable by us, assuming an initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our common stock and to facilitate our future access to the public equity markets. We intend to use the net proceeds from this offering primarily to support working-capital requirements associated with project execution, invest in targeted infrastructure and engineering capabilities, strengthen our balance sheet, and for general corporate purposes. We anticipate that we will use the net proceeds of this offering as follows:

The allocation and timing of our actual expenditures will depend on a number of factors, including the timing and size of project awards, customer payment schedules, vendor and subcontractor arrangements, project mobilization requirements, operating results and general business conditions. Accordingly, our management will have broad discretion in applying the net proceeds from this offering.

The net proceeds of this offering will not be sufficient to fund all of our capital requirements, which we estimate to be at least $41.1 million through June 30, 2027. We expect that the net proceeds of this offering, together with our cash of $3.3 million as of June 30, 2026, plus our continuing execution of existing projects will be sufficient to fund our operations and planned capital expenditures through approximately March, 2027, and that we will need at least approximately $20.0 million of additional funding to meet our capital requirements through September 30, 2027 and to execute our existing backlog . We intend to address this funding gap through cash generated from the execution of our existing backlog, including advance payments and milestone billings from customers; new working capital or project financing facilities that we are seeking but for which we have no commitments; and the extension or refinancing of our related-party, none of which is committed, and we are also seeking external financing to meet obligations while we pursue additional contracts. See “Risk Factors — We have a substantial working capital deficit and stockholders’ deficit…” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the factors described under the heading “Risk Factors.” Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

Pending their use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have not declared or paid regular cash dividends on our common stock. Over the past approximately 40 years, our owners have elected to take discretionary dividends only on three occasions, and such dividends were limited and opportunistic rather than part of a recurring dividend program. Historically, we have retained substantially all available earnings to fund operations, support growth initiatives, and maintain balance sheet flexibility.

Following this offering, we currently intend to retain all available funds and future earnings to support the expansion of our business, strengthen our financial position, and execute on our strategic priorities. As a result, we do not anticipate paying cash dividends for the foreseeable future.

Any future determination to declare dividends will be at the discretion of our Board and will depend on a variety of factors, including:

Our newly constituted Board may periodically review our capital allocation policy after the offering; however, investors should not expect that we will pay dividends going forward.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2026, on:

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

DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma, as adjusted net tangible book value per share of our common stock immediately after this offering.

Our historical net tangible book value (deficit) as of June 30, 2026, was approximately $(7.0) million, or $(0.11) per share of common stock, after giving retroactive effect to the Forward Stock Split. Historical net tangible book value (deficit) per share represents the amount of our total tangible assets less our total liabilities, divided by the 65,000,000 shares of our common stock outstanding as of June 30, 2026, after giving retroactive effect to the Forward Stock Split.

Our pro forma net tangible book value as of June 30, 2026 was approximately $(7.0) million, or $(0.11) per share of common stock. Pro forma as adjusted net tangible book value per share reflects the sale by us of 4,000,000 shares of our common stock in this offering at an assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount and estimated offering expenses. Our pro forma as adjusted net tangible book value as of June 30, 2026, would have been approximately $7.0 million, or $0.10 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.21 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $4.40 per share to investors purchasing shares of our common stock in this offering at the assumed initial public offering price.

The following table illustrates this dilution on a per share basis to new investors:

A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $0.05 and would increase (decrease) dilution per share to investors in this offering by $0.95, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discount. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value and decrease (increase) dilution per share to investors in this offering by $0.06, assuming that the assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discount.

If the underwriter exercises the option to purchase additional shares of our common stock in full, the pro forma as adjusted net tangible book value per share after this offering would be $0.14 per share, representing an immediate increase to existing stockholders of $0.24 per share and an immediate dilution to new investors in this offering of $4.36 per share of our common stock.

The following table presents, on a pro forma as adjusted basis as described above, as of June 30, 2026, the differences between our existing stockholders and new investors purchasing shares of our common stock in this offering, with respect to the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by our existing stockholders or to be paid to us by new investors purchasing shares in this offering at an assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discount and estimated offering expenses.

A $1.00 increase in the assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase the total consideration paid by new investors by $4.0 million and increase the percent of total consideration paid by new investors from 98.8% to 99.0%, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount. Similarly, a $1.00 decrease in the assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the total consideration paid by new investors by $4.0 million and decrease the percent of total consideration paid by new investors from 98.8% to 98.4%, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount.

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

References to “VME” the “Company,” “we,” “us,” and “our,” refer to VME Process, Inc. and Subsidiaries, VME Process Solutions, LLC, VME Companies, Inc. and VME Services, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated combined financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. The following discussion is based on our audited consolidated combined financial statements as of and for the year ended December 31, 2025 and year ended December 31, 2024 and on unaudited comparative financial information for the six months ended June 30 , 2026 and 2025.

Cautionary Note Regarding Forward-Looking Statements

This annual report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our Form S-1 Securities and Exchange Commission (“SEC”) filing.

Business Overview

VME Process, Inc. was originally founded in 1985, and our separation-technology and packaged-equipment business has served global customers for decades. Prior to the reorganization, VME Process, Inc., VME Process Solutions, LLC, and VME Services, LLC were separate entities under common shareholder ownership but were not in a parent-subsidiary relationship. On February 10, 2026, VME Companies, Inc. was incorporated in Texas, and effective April 15, 2026, the shareholders contributed 100% of their ownership interests in all three entities to VME Companies, Inc. in a tax-free exchange under Section 351 of the Internal Revenue Code. The holding-company structure was established to support public ownership, centralized governance, and disciplined capital allocation and did not materially change our operations, assets, management teams, or customer relationships.

The financial statements and associated Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to VME. VME Companies, Inc. is a newly formed holding company, incorporated in Texas on February 10, 2026. In preparation for this offering, the Company underwent certain internal reorganization transactions and divestitures. Prior to the reorganization, VME Process, Inc., VME Process Solutions, LLC, and VME Services, LLC were separate entities under common shareholder ownership but were not in a parent-subsidiary relationship with one another. On April 15, 2026, Vinson-Shea Holdings, Ltd. and Kole & Marlee Holdings, Ltd. (the “Contributors”) completed a series of reorganization transactions to establish VME Companies, Inc. as the holding company for the business. In these transactions, the Contributors contributed 100% of the outstanding membership interests in VME Process Solutions, LLC and VME Services, LLC to VME Companies as a capital contribution, for no additional consideration. Concurrently, the Contributors contributed all 1,373 shares of common stock of VME Process, Inc. to VME Companies in exchange for 1,373 shares of common stock of VME Companies (700 shares to Vinson-Shea Holdings, Ltd. and 673 shares to Kole & Marlee Holdings, Ltd.), or 65,000,000 shares of common stock in the aggregate (33,139,111 shares to Vinson-Shea Holdings, Ltd. and 31,860,889 shares to Kole & Marlee Holdings, Ltd.) after giving effect to the Forward Stock Split, intended to qualify as a tax-free exchange under Section 351 of the Internal Revenue Code. As a result, VME Companies now directly owns 100% of the equity interests in VME Process, Inc., VME Process Solutions, LLC, and VME Services, LLC. The holding-company structure was established to support public ownership, centralized governance, and disciplined capital allocation in connection with this offering. The reorganization involved entities under common control and did not materially change our operations, assets, management teams, or customer relationships. Unless otherwise indicated, all share and per share information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations gives retroactive effect to the Forward Stock Split.

Common control reorganization:

Employees of VME Process, Inc. were transferred to VME Process Solutions, LLC and VME Services, LLC, each of which was under common shareholder ownership with VME Process, Inc. but was not a subsidiary of VME Process, Inc. These transfers represent a reorganization of entities under common control and, as such, have been accounted for at historical cost. The accompanying financial statements have been recast to reflect these entities as if they had been combined for all periods presented, as applicable. No gain or loss was recognized in connection with these transfers.

Impact of related-party Operational Bad Debt:

During 2025, the Company recognized a bad debt recovery of approximately $0.8 million related to the settlement of intercompany balances associated with the 2025 sale of the onshore group. The amount was initially recorded as a gain/loss related to the sale transaction; however, based on management’s subsequent analysis, the underlying transfer from VFHX25 to VMESVS represented a reduction of intercompany balances that had previously been written off, and therefore the amount was reclassified to bad debt recovery in the consolidated combined financial statements. The recovery does not represent a separate gain on disposal, but rather a recovery of amounts previously recognized in connection with intercompany receivable write-offs.

For the Year Ended December 31, 2025 and 2024

Operations:

We generate revenue primarily through project-based engineering, procurement, and construction services (“EPC services”), modular fabrication, and equipment contracts, many of which are fixed-price or lumpsum in nature. As a result, our financial performance depends on disciplined bidding practices, accurate cost estimation, effective project management, supply-chain reliability, and execution within defined schedules and budgets.

Historically, margin performance within our modular EPC operations has been influenced by reliance on third-party infrastructure, extended vendor lead times, and variability in execution efficiency. During the past year, we have implemented enhanced project-governance processes, strengthened supply-chain oversight, and invested in systems.

Since inception, we have reported both years with annual net income and net losses from operations. For the year ended December 31, 2025, we generated net income of $12.5 million, while for the year-ended December 31, 2024, we incurred a net loss of 44.5 million, respectively. During the years ended December 31, 2025 and 2024, we have used $10.6 million (as restated) and $1.8 million, respectively, of cash in our operating activities. We have notes and loans payable and interest due of $6.1 million and $1.5 million within twelve months of December 31, 2025 and 2024, respectively. Additionally, we have notes and loans payable and interest due of $2.0 million which are considered non-current and are due after December 31, 2026.

We have been able to finance our operations primarily with the proceeds from the issuance of debt instruments and annual revenue from operations. For the year ended December 31, 2025, we received $3.0 million under a loan agreement with the prospective purchaser of our Batam fabrication yard and issued new debt in excess of our note repayments, resulting in cash provided by financing activities of $3.3 million compared to net cash used in financing activities of $1.2 million for the year ended December 31, 2024. We held cash and restricted cash of $5.9 million and $12.8 million as of December 31, 2025 and 2024, respectively.

Our consolidated combined financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, including the effects of COVID-19, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ deficit and future access to capital.

It is our expectation to continue to make substantial investments in our Southeast Asia and United States operations and enhancing existing services. Furthermore, we aim to continue discussions with potential partners and customers in Asia. We expect to incur additional expenses related to the initial public offering of the Company, including expenses related to compliance with the rules and regulations of the SEC and those of the Nasdaq Stock Market LLC, additional insurance expenses, investor relations activities and other administrative, professional, and consulting services. As a result of these and other factors, we expect that we will require additional financing to fund our operations and planned growth. We may seek to raise any additional capital through equity offerings or debt financings, additional credit or loan facilities or a combination of one or more of these funding sources. In the scenario that we are unable to acquire sufficient financing or financing on terms satisfactory to our management or Board of Directors, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition and results of operations could be materially adversely affected. For the current period and for twelve months following the issuance of these financial statements, management has disclosed the Company’s risk of going concern.

Recent Developments

Inflation, Monetary Response, and Economic Impacts

The world economy is experiencing stubbornly high inflation, a challenge not faced for decades. Following the global financial crisis, with inflationary pressures muted, interest rates were extremely low for years and investors became accustomed to low volatility. The resulting easing of financial conditions supported economic growth, but it also contributed to a buildup of financial vulnerabilities. With inflation at multidecade highs, monetary authorities in advanced economies are accelerating the pace of policy normalization. Policymakers have continued to tighten policy against a backdrop of rising inflation and currency pressures, albeit with notable differences across regions. Global financial conditions have tightened notably this year, leading to capital outflows. Amid heightened economic and geopolitical uncertainties, investors have aggressively pulled back from risk-taking and adjusted their investment preferences generally. Key gauges of systemic risk, such as higher dollar funding costs and counterparty credit spreads, have risen. There is a risk of a disorderly tightening of financial conditions that may be amplified by vulnerabilities built over the years.

In addition, our business, growth, financial condition or results of operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions; inflation; changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise; increased difficulty of conducting business in a country or region due to actual or potential political or military conflict; or action by the U.S. or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities. A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the U.S., which could adversely affect our operations. Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our operations, users, or third-party suppliers.

Organizational and Portfolio Evolution

The Company has exited its former onshore operations and is now organized into two primary business areas prior to the restructuring:

(i) EPC & Modular Solutions and (ii) Separation Technologies.

The Company exited its former onshore operations and now focuses on these two primary business segments. This evolution reflects a focus on scalable, repeatable engineering and modularized delivery solutions. As a result of this portfolio evolution, comparisons between historical periods may be affected by changes in business mix and project composition.

Key Themes Affecting Results

Key factors affecting the Company’s results include the timing of project milestones, execution efficiency, cost estimation accuracy, customer concentration on larger projects, and working capital requirements driven by contract structures.

We generate revenue primarily through project-based EPC, modular fabrication, and equipment contracts, many of which are fixed-price or lumpsum in nature. As a result, our financial performance depends on disciplined bidding practices, accurate cost estimation, effective project management, supply-chain reliability, and execution within defined schedules and budgets.

Historically, margin performance within our modular EPC operations has been influenced by reliance on third-party infrastructure, extended vendor lead times, and variability in execution efficiency. During the past year, we have implemented enhanced project-governance processes, strengthened supply-chain oversight, and invested in systems and controls designed to improve cost visibility, utilization discipline, and execution reliability. These factors are discussed in greater detail below.

Principles of Accounting and Consolidation

The accompanying consolidated combined financial statements have been prepared in conformity with U.S. GAAP and pursuant to applicable rules and regulations of the SEC and include all adjustments necessary for the fair presentation of our financial position as of December 31, 2025 and 2024 and the results of operations and cash flows for the year then ended. The accompanying consolidated combined financial statements include the accounts of VME Process, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Components of Results of Operations

Revenue

Revenue is primarily driven by the timing of project execution, achievement of contractual milestones, and progress toward completion on long-term contracts. Because projects vary in size, duration, and complexity, revenue may fluctuate significantly from period to period. Backlog for EPC & Modular Solutions generally consists of firm customer purchase orders, which provides visibility into future activity; however, backlog does not eliminate execution risk or guarantee revenue realization within a specific period.

Cost of Revenue and Gross Margin

Cost of revenue and gross margins are influenced by engineering complexity, labor productivity, material and subcontractor costs, supply chain conditions, and changes in project scope. Gross margins may vary from project to project and period to period based on execution performance and revisions to estimated contract costs. Adjustments to estimated project costs are recognized in the period in which changes become known.

General and Administrative Expenses

General and administrative expenses consist of engineering, personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, human resource functions, and business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated facility-related expenses and information technology costs. The Company generally benefits from operating leverage, as incremental project volume does not require proportional increases in overhead; however, operating expenses may fluctuate based on staffing levels, business development activity, and other factors.

Interest Expense

Interest expense consists primarily of the interest on our third-party notes, promissory notes, related party notes, and EIDL Loan.

Other Income

Other income consists primarily of interest income earned from our cash and cash equivalents which are made up of interest-bearing bank accounts.

Results of Operations

Comparison of the years ended December 31, 2025 and 2024

The following table sets forth our consolidated statements of operations and comprehensive loss for the periods indicated:

Revenue and Cost of Revenues – Revenue decreased by $136.7 million as a result of three large multi-year projects reaching substantial completeness as of early 2024, causing most of the revenue to reduce in late 2024 and these three material projects did not recur in fiscal year 2025. The 72% decrease in revenue year over year was a one-time reduction due to timing of completion of significant project. This decrease in revenue does not correlate with a change in the Company’s capacity to obtain and fulfil similar contracts in future periods.

The total revenue from the Company’s three largest contracts which materially concluded in 2024 and early 2025, totalled $29.1 million in 2025 compared to $149.7 million in 2024. This represents a decrease in revenue of $120.6 million or 80.1% on these three projects specifically. The total number of active contracts was 19 during the year ended December 31, 2025 compared to 22 active contracts during the year ended December 31, 2024. The Company has had no changes in the pricing model and continues to focus on the EPC & Modular Solutions business, along with Separation Technology business lines.

Cost of sales was reduced by $182.9 million as a result of a reduction in revenues, along with the conclusion of certain projects such as the Adverse Party project which caused significant costs in 2024. The cost of sales reduction related to the overall revenue decline was $105.8 million while the reduction in cost of sales related to the Adverse Pary represented a reduction of $96.1 million, from $102.8 million of costs in 2024 to $6.7 million in 2025. The Adverse Party costs relate to step-in rights being exercised, which had a significant impact in 2024.

During the year ended December 31, 2024, the Company had a reversal of revenue related to a change in estimate. The reversal of revenue is related to one specific contract with a customer. On September 8, 2023 a customer issued default notices on their project and exercised Step-In Rights. The Company disagrees with these claims; however, a commercial freeze was placed beginning in September 2023 through the end of the contract. During this time, the customer assumed control of execution and payment of direct costs including vendors, subcontractors, certain labor, and materials. The Company was only reimbursed for pass-through costs only. Upon exercising their step-in rights, the Company could no longer recognize any revenue or profits for the project, and income was only received up to the total amount of overhead and indirect costs incurred to support execution and ongoing operations. For the year ended December 31, 2024, revenue and cost of sales were reversed in the amounts of $21.0 million and $21.2 million, respectively, resulting in a lower gross margin of $0.2 million. Management has used judgement in applying these revenue adjustments and does not estimate revenue to be recognized in future periods on this project. There was no additional adjustment to revenue for the year ended December 31, 2025. The parties entered into a tolling and conditional release arrangements to avoid litigation and facilitate vendor payments. The customer agreed to waive step-in costs and back charges in exchange for VME paying outstanding vendor balances of $14 million, resulting in a cost-only settlement with no recovery of profit, overhead, or variable revenue.

Selling, General and Administrative – Selling, general and administrative expenses decreased by $22.3 million, or 57%, to $16.6 million during the year ended December 31, 2025 from $39.0 million during the year ended December 31, 2024. The decrease was driven primarily by a reduction of $9.8 million in bad debt expense, $4.8 million in legal expense and settlements, of which $5.4 million relates to a single judgment handed down by the courts in Malaysia against the Company which has been appealed by the Company in Singapore, net with $0.6 million in other settlements, $2.4 million in foreign exchange losses in Indonesian Rupee (“IDR”) and Malaysian Ringgit (“MYR”) on payables, $0.8 million of gross receipts tax and other tax expense, $1.3 million in office and supplies expense, $0.7 million in recovered bad debts, and $2.5 million in salary expense due to a reduction in workforce.

(Gain) loss on disposal of assets – A one-time gain of $0.1 million was recognized in 2025 relating to the disposal of assets upon the disposal of VME Fabricators (which includes Cortex) and TLP to a third party.

Depreciation and Amortization - Depreciation and amortization increased by less than $0.1 million or 17% from $0.3 million during the year ended December 31, 2024 to $0.4 million during the year ended December 31, 2025 due to incremental depreciation taken on the Company’s lease through a right-of-use amortization adjustment.

Interest Income – Interest income increased by less than $0.1 million or 24% during the year ended December 31, 2025 relating to cash held in money market accounts during the year.

Interest Expense – Interest expense decreased by $0.1 million, or 19%, to $0.5 million during the year ended December 31, 2025 from $0.6 million during the year ended December 31, 2024. The decrease was primarily due to principal balance pay downs of $1.5 million on the third-party bank loan issued in August 2023 which has a variable interest rate.

Operating and Reporting Segments:

The Company operates as two operating segments, VME Process Solutions LLC (“VMEPSL”) and VME Process, Inc. (“VMEPI”). VMEPI operates overseas in Southeast Asia executing larger projects for FPSO (“Floating Production, Storage, and offloading”) customers needing our equipment installed on the ‘topside’ of their ships. VMEPSL is a smaller operating company located in Tyler, Texas which provides engineering, procurement, and construction services on a varied scale. The Company’s chief operating decision maker (“CODM”) is its CEO, Micael Thomas, who reviews financial information presented on both a segment and a consolidated net income (loss) basis on the consolidated combined statement of operations in order to make decisions about allocating resources and assessing performance for the entire Company. The CODM also utilizes the Company’s forecast model, which includes product development roadmaps and forecasted financial models, as a key input to resource allocation. The CODM function approves of key operating and strategic decisions. The CODM function views the Company’s operations and manages its business on a consolidated combined basis and between the two reportable operating segments. The CODM function is regularly provided with the following significant segment expenses. Significant expenses include cost of revenues and general and administrative expenses, which are separately presented in the Company’s Consolidated Combined Statements of Operations below. The CODM then reviews significant expenses within the cost of revenues and general and administrative category in detail. Other segment items within net income (loss) include interest income and interest expense, along with tax expense.

The total net income of $12.5 million for the year ended December 31, 2025 was generated from $10.0 million and $3.0 million of income from VME Process, Inc. and VME Process Solutions LLC, respectively. Additionally, total revenues of $52.1 million for the year ended December 31, 2025 were generated from $35.5 million and $16.6 million of revenue from VME Process, Inc. and VME Process Solutions LLC, respectively. Segment-level revenue is driven primarily by construction, equipment, and offshore large projects within VME Process, Inc. and various smaller revenue streams such as manufacturing revenue and non-operations lease revenue within VME Process Solutions LLC. Additionally, VME Process, Inc. generates revenue in the USA, Southeast Asia, Europe, and Africa and the Middle East of $29.2 million, $5.2 million, $0.9 million, and $0.2 million, respectively. VME Process Solutions LLC generates revenue in the USA, Southeast Asia, Mexico, and Central Asia of $14.2 million, $1.8 million, $0.3 million, and $0.3 million, respectively.

Liquidity and Capital Resources

Going Concern and Liquidity

The Company has evaluated whether there are conditions and events which raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are available to be issued. The accompanying financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2025 and prior to the issuance of the consolidated combined financial statements, although the Company experienced net income in the consolidated combined financial statements of VME, the Company has liabilities in excess of assets and, as of the date of issuance of these financial statements, the Company was not in compliance with two loans the amounts of $900,000 each. These two loans are short-term in nature and had a two-month term to fund operations. Upon maturity in February 2026, these loans were not repaid and were in default. However, these loans have now been extended until December 31, 2026. Additionally, the Company has stockholders’ deficit of approximately $4.1 million, a $42.3 million net working capital deficit, and reliance on future financing. The Company anticipates that its negative operating cash flows will continue to increase for the foreseeable future as it continues to expand its projects in the US and Southeast Asia regions.

VME is seeking external financing options to be able to meet obligations while they pursue contracts to be able to fund future operations. The Company intends to meet obligations through their pipeline of awarded projects, and planned financings, which are not yet committed. Due to the uncertainties related to obtaining financing, and expected negative working capital for future periods, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, there can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, the Company will not be able to meet its other obligations as they become due. These consolidated combined financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated combined financial statements.

Management plans to alleviate this going concern in future periods with anticipated IPO proceeds, and new financing facilities which are planned in 2026 and cost-reduction measures which have already been taken in the year ended December 31, 2025. If the Company is unable to obtain an adequate level of capital needed to continue its activities, the Company will need to delay, reduce or eliminate some or all of its planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company’s business plan; accordingly, management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

Proposed Sale of Fabrication Yard Property

The Company entered into a term sheet on March 20, 2026, relating to the potential sale of its Batam fabrication yard and a leaseback of the facility. Definitive transaction documents have not been executed, and no binding closing date has been established. Although the parties originally expected to advance the transaction more rapidly, negotiations regarding transaction terms and ongoing due diligence remain in progress.

Pursuant to the Second Deed of Amendment executed in August 2026, the parties extended the exclusivity period through October 31, 2026, unless earlier terminated upon completion of the Company’s initial public offering. The exclusivity period expired on October 31, 2026 and has not been extended. Following its expiration, the prospective purchaser may demand repayment of the $3.0 million advance, and the parties are continuing to discuss the proposed transaction.

On December 5, 2025, VME Process Asia Pacific Pte. Ltd. received $3.0 million from the prospective purchaser under a loan agreement, which bears interest at a fixed rate of 16% per annum and had an original term of three months, and which was subsequently amended and extended in connection with the deeds of amendment described above. Under the term sheet, if the sale and leaseback transaction is completed, the outstanding principal of the loan is to be applied against the purchase price for the fabrication yard. If the transaction is not completed, the loan is repayable, and we may also be required to satisfy any unpaid portion of the nonrefundable structuring fee of $450,000 and reimburse certain third-party costs and expenses incurred in connection with the proposed transaction, which totaled approximately $182,508 as of July 31, 2026, excluding taxes, disbursements and subsequently incurred amounts. As of October 31, 2026, the full $3.0 million principal remained outstanding. Although we have previously referred to this amount as a deposit, it was advanced to us under a loan agreement, and we have restated our consolidated combined statement of cash flows for the year ended December 31, 2025 to present the receipt of these funds as a financing cash inflow rather than within operating activities. See Note 16 to our audited consolidated combined financial statements included elsewhere in this prospectus.

The prospective purchaser and its affiliates are not related parties of the Company and have no affiliation with the Company, its directors, executive officers or principal stockholders.

Management’s preferred outcome is to complete the Company’s proposed initial public offering and retain ownership of the facility. Accordingly, there can be no assurance that the proposed sale transaction will ultimately be completed.

Sources of Liquidity

The Company’s liquidity requirements are primarily driven by the working capital demands associated with its project-based operations. Cash flows from operating activities may fluctuate significantly from period to period based on the timing of project execution, milestone billings, and customer payment schedules. Management closely monitors liquidity to ensure sufficient resources are available to fund ongoing operations, support project execution, and meet contractual obligations as they become due. Historically, the Company’s liquidity profile has differed from its reported earnings due to the nature of percentage-of-completion accounting and the timing of cash receipts relative to the incurrence of project costs. Accordingly, management evaluates liquidity using a combination of cash balances, forecasted cash flows, and available financing resources.

We generated net income during the year ended December 31, 2025. To date, we have funded our operations primarily with proceeds from revenues and net income, along with the issuance of both promissory notes, third-party bank loans, and an EIDL loan available to us under the Economic Injury Disaster Loan program. Since 2022, we have raised gross proceeds of $11.6 million from the issuances of loans, $7.5 million from third-party loans payable, $2.0 million from EIDL loans, $0.3 million from issuance of promissory notes, and $1.8 million from related party short term notes. As of December 31, 2025, we had cash and restricted cash of $5.9 million.

On February 16, 2022, VME received a loan from the U.S. Small Business Administration (SBA) in the amount of $2,000,000. The loan is payable within 30 years, with interest of 3.75% per annum. The payment will have a 24-month deferral from the date of the loan. The outstanding principal balance was $2,000,000 as of December 31, 2025.

On August 24, 2023, PT VME Process, VME’s Indonesia subsidiary, entered into a loan agreement with PT Bank Permata Tbk which was used for the purpose of financing the purchase of land to support the company’s operational activities. The loan was $7,461,321, with 6.50% floating interest per annum payable within 36 months. The outstanding principal balance as of December 31, 2025 was $4.0 million.

The loan is guaranteed by VME and is secured by certain land of PT VME Process and is subject to certain financial and reporting covenants. As of December 31, 2025, the Company was in compliance with financial and reporting covenants.

On November 24, 2023, VME Process Asia Pacific, VME’s Singapore subsidiary, entered into a promissory note with TNT Engineering in the principal amount of $0.1 million. An additional promissory note of $0.2 million was executed on April 3, 2024. Both notes bear interest at 1% per month on the outstanding principal balance and mature in June and July 2026, respectively. Other miscellaneous loans include less than $0.1 million of loans on fixed assets. As of December 31, 2025, the total outstanding balance of the notes was $0.4 million.

On December 18, 2025, VME Process Inc. entered into a loan agreement with a shareholder and related party, Vinson-Shea Holdings, Ltd., which was used for the purpose of financing the purchase of land to support the Company’s operational activities. The loan was $0.9 million, with 8.50% fixed interest per annum payable for a 2-month term. No principal or interest payments were made during the year ended December 31, 2025. The outstanding principal balance as of December 31, 2025 was $0.9 million.

On December 20, 2025, VME Process Inc. entered into a second loan agreement with a shareholder and related party, Kole & Marlee Holdings, Ltd., which was used for the purpose of financing the purchase of land to support the Company’s operational activities. The loan was $0.9 million, with 8.50% fixed interest per annum payable for a 2-month term. No principal or interest payments were made during the year ended December 31, 2025. The outstanding principal balance as of December 31, 2025 was $0.9 million.

Long-Term Liquidity Requirements

We do not expect that our cash and cash equivalents on hand and the net proceeds of this offering will be sufficient to fund all of our capital requirements. See “—Liquidity and Capital Resources” for the six months ended June 30, 2026 for a discussion of our estimated capital requirements through March, 2027, the period through which we expect the net proceeds of this offering to fund our operations, and how we plan to address any funding gap. Until we generate sufficient operating cash flow to cover all operating expenses, working capital needs, and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets are currently experiencing, and may continue to experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing.

Our principal uses of cash in recent periods have been funding our operating activities, manufacturing overhead, and personnel costs. Near-term capital requirements through December 31, 2026 are estimated to be at least $36.1 million based on our December 2025 net income and working capital deficit, considering upcoming legal, accounting, and regulatory costs of successfully closing on an initial public offering. For any periods after the twelve months subsequent to the filing of these financial statements as of December 31, 2025, we may be required to raise additional funds to cover our operations.

Cash Flow Summary

The following table summarizes our cash flows for the periods presented:

Operating Activities

Cash used in operating activities for the year ended December 31, 2025 of $10.6 million was primarily driven by our net income of $12.5 million, offset and adjusted for non-cash charges of $2.8 million and net cash outflows of $26.8 million from changes in our operating assets and liabilities. Non-cash charges primarily consisted of deferred income tax benefit of $2.8 million, and recovery of doubtful accounts of $0.3 million and $0.1 million in gains on sale of long-lived assets, net with $0.4 million in non-cash depreciation and amortization. The main driver of the cash outflows from the changes in operating assets and liabilities was primarily related to a decrease in accounts payable of $34.9 million and a decrease in accrued expenses of $1.6 million, offset by the decrease in contracts receivable and the costs and estimated earnings in excess of billings on uncompleted contracts, net of $9.6 million. The $3.0 million received on December 5, 2025 from the prospective purchaser of our Batam fabrication yard under a loan agreement is presented within financing activities. As described in Note 16 to our audited consolidated combined financial statements, we restated our 2025 consolidated combined statement of cash flows to reclassify this receipt from operating activities, where it was previously included in the change in accrued expenses, to financing activities. As previously reported, net cash used in operating activities and net cash provided by financing activities for 2025 were $7.6 million and $0.3 million, respectively.

Cash used in operating activities for the year ended December 31, 2024 of $1.8 million was primarily driven by our net loss of $44.5 million, adjusted for non-cash charges of $1.1 million and net cash inflows of $41.6 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of deferred income tax benefit of $8.9 million offset by $9.6 million of net provisions for doubtful accounts and loans, and $0.4 million in non-cash depreciation and amortization. The main driver of the cash inflows from the changes in operating assets and liabilities was primarily related to an increase in accounts payable of $61.5 million offset by the decrease in contracts receivable of $20.3 million.

Investing Activities

Cash provided by investing activities was $0.1 million for the year ended December 31, 2025, which consisted primarily of principal collections on notes receivable.

Cash used in investing activities was $1.2 million for the year ended December 31, 2024, which consisted primarily of $1.5 million in purchases of property, plant, and equipment, offset by $0.3 million of principal collections on notes receivable.

Financing Activities

Cash provided by financing activities was $3.3 million for the year ended December 31, 2025, which consisted primarily of $3.0 million advanced to us under a loan agreement by the prospective purchaser of our Batam fabrication yard and $1.8 million in proceeds from newly issued notes payable (as discussed above), offset by payments on our notes payable of $1.5 million.

Cash used in financing activities was $1.2 million for the year ended December 31, 2024, which consisted primarily of payments on our notes payable of $1.5 million, offset by $0.3 million in proceeds from newly issued notes payable.

Cash flows from operating activities are primarily affected by changes in working capital associated with ongoing projects, including fluctuations in accounts receivable, costs and earnings in excess of billings, billings in excess of costs, and other project-related assets and liabilities. These balances can vary materially depending on the stage of completion of individual projects and contractual billing terms. In certain periods, the Company may incur significant costs in advance of billing milestones, which can result in uses of cash even when the Company reports operating income. Conversely, the achievement of billing milestones or receipt of advance payments may generate operating cash inflows that exceed reported earnings in a given period. As a result, operating cash flows are not expected to consistently align with reported net income or EBITDA.

Operating cash flows may also be affected by customer payment timing, including extended payment terms or delays in the resolution of customer disputes, particularly on larger EPC projects.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2025, and the years in which these obligations are due:

Additionally, the Company has a legal settlement for $5.4 million which was a contractual obligation to be paid in 2026. Since this settlement was determined in 2024, the full contractual obligation has been accrued. The Company does not agree with this settlement and has filed an appeal. Management does not expect this amount will continue to be contractually obligated once the appeal process has concluded.

Recent Developments

Inflation, Monetary Response, and Economic Impacts

The world economy is experiencing stubbornly high inflation, a challenge not faced for decades. Following the global financial crisis, with inflationary pressures muted, interest rates were extremely low for years and investors became accustomed to low volatility. The resulting easing of financial conditions supported economic growth, but it also contributed to a buildup of financial vulnerabilities. With inflation at multidecade highs, monetary authorities in advanced economies are accelerating the pace of policy normalization. Policymakers have continued to tighten policy against a backdrop of rising inflation and currency pressures, albeit with notable differences across regions. Global financial conditions have tightened notably this year, leading to capital outflows. Amid heightened economic and geopolitical uncertainties, investors have aggressively pulled back from risk-taking and adjusted their investment preferences generally. Key gauges of systemic risk, such as higher dollar funding costs and counterparty credit spreads, have risen. There is a risk of a disorderly tightening of financial conditions that may be amplified by vulnerabilities built over the years.

In addition, our business, growth, financial condition or results of operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions; inflation; changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise; increased difficulty of conducting business in a country or region due to actual or potential political or military conflict; or action by the U.S. or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities. A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the U.S., which could adversely affect our operations. Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our operations, users, or third-party suppliers.

Organizational and Portfolio Evolution

The Company has exited its former onshore operations and is now organized into two primary business areas prior to the restructuring:

(i) EPC & Modular Solutions and (ii) Separation Technologies.

The Company exited its former onshore operations and now focuses on these two primary business segments. This evolution reflects a focus on scalable, repeatable engineering and modularized delivery solutions. As a result of this portfolio evolution, comparisons between historical periods may be affected by changes in business mix and project composition.

Key Themes Affecting Results

Key factors affecting the Company’s results include the timing of project milestones, execution efficiency, cost estimation accuracy, customer concentration on larger projects, and working capital requirements driven by contract structures.

We generate revenue primarily through project-based EPC, modular fabrication, and equipment contracts, many of which are fixed-price or lumpsum in nature. As a result, our financial performance depends on disciplined bidding practices, accurate cost estimation, effective project management, supply-chain reliability, and execution within defined schedules and budgets.

Historically, margin performance within our modular EPC operations has been influenced by reliance on third-party infrastructure, extended vendor lead times, and variability in execution efficiency. During the past year, we have implemented enhanced project-governance processes, strengthened supply-chain oversight, and invested in systems and controls designed to improve cost visibility, utilization discipline, and execution reliability. These factors are discussed in greater detail below.

Principles of Accounting and Consolidation

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to applicable rules and regulations of the SEC and include all adjustments necessary for the fair presentation of our financial position as of June 30, 2026 and 2025 and the results of operations and cash flows for the six months then ended. The accompanying condensed consolidated financial statements include the accounts of VME Process, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 

Components of Results of Operations

Revenue

Revenue is primarily driven by the timing of project execution, achievement of contractual milestones, and progress toward completion on long-term contracts. Because projects vary in size, duration, and complexity, revenue may fluctuate significantly from period to period. Backlog for EPC Solutions & Modular Systems generally consists of firm customer purchase orders, which provides visibility into future activity; however, backlog does not eliminate execution risk or guarantee revenue realization within a specific period.

Cost of Revenue and Gross Margin

Cost of revenue and gross margins are influenced by engineering complexity, labor productivity, material and subcontractor costs, supply chain conditions, and changes in project scope. Gross margins may vary from project to project and period to period based on execution performance and revisions to estimated contract costs. Adjustments to estimated project costs are recognized in the period in which changes become known.

General and Administrative Expenses

General and administrative expenses consist of engineering, personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, human resource functions, and business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated facility-related expenses and information technology costs. The Company generally benefits from operating leverage, as incremental project volume does not require proportional increases in overhead; however, operating expenses may fluctuate based on staffing levels, business development activity, and other factors.

Interest Expense

Interest expense consists primarily of the interest on our third-party notes, promissory notes, related party notes, and EIDL Loan.

Other Income

Other income consists primarily of interest income earned from our cash and cash equivalents which are made up of interest-bearing bank accounts.

Results of Operations

Comparison of the six months ended June 30, 2026 and 2025

The following table sets forth our consolidated statements of operations and comprehensive loss for the periods indicated:

Revenue and Cost of Revenues – Revenue decreased as a result of two large multi-year projects reaching substantial completeness in 2025. Cost of sales reduced as a result of a reduction in revenues. The 38% decrease in revenue was a one-time reduction due to timing of completion of significant project. This decrease in revenue does not correlate with a change in the Company’s capacity to obtain and fulfil similar contracts in future periods.

The total revenue from the Company’s three largest contracts which materially concluded in 2024 and 2025, totalled $34.5 million in the 6 months ended June 30, 2025 compared to the minimal remaining $.88 million which was earned on close out procedures on these contracts during the six months ended June 30, 2026. This represents a decrease in revenue of $33.6 million or 97% on these three projects specifically. The total number of active contracts was 28 during the six months ended June 30, 2026 compared to 31 active contracts during the six months ended June 30, 2025. The Company has had no changes in the pricing model and continues to focus on the EPC & Modular Solutions business, along with Separation Technology business lines.

Cost of sales was reduced by $22.9 million as a result of a reduction in revenue. The cost of sales reduction related to the overall revenue decline was $32 million while the reduction in cost of sales related to the Company’s cost cutting initiatives represented a reduction of $9.1 million.

Selling, General and Administrative – Selling, general and administrative expenses decreased by $4.7 million, which was driven primarily by a reduction of $2.5 million due to reduced employee related expenses, $1.5 million in reduction of foreign exchange losses in Indonesian Rupee (“IDR”) and Malaysian Ringgit (“MYR”) on payables, and $1.5 million in reduction of bad debt expenses.

(Gain) loss on disposal of assets – Gains on disposal of assets was less than $0.1 million and related to the disposal of assets upon the disposal of assets sold to a third party.

Depreciation and Amortization - Depreciation and amortization increased by less than $0.1 due to asset additions which are now being depreciated year over year.

Interest Income – Interest income decreased by less than $0.1 million relating to less cash held in money market accounts during the period.

Interest Expense – Interest expense remained fairly constant and rose by an immaterial amount, less than $0.1 million relating to new loans issued during the six months ended June 30, 2026 at 8.5% fixed interest.

Operating and Reporting Segments:

The Company operates as two operating segments, VME Process Solutions LLC (“VMEPSL”) and VME Process, Inc. (“VMEPI”). VMEPI operates overseas in Southeast Asia executing larger projects for FPSO (“Floating Production, Storage, and offloading”) customers needing our equipment installed on the ‘topside’ of their ships. VMEPSL is a smaller operating company located in Tyler, Texas which provides engineering, procurement, and construction services on a varied scale. The Company's chief operating decision maker ("CODM") is its CEO, Michael Thomas, who reviews financial information presented on both a segment and a consolidated net income (loss) basis on the condensed consolidated statement of operations in order to make decisions about allocating resources and assessing performance for the entire Company. The CODM also utilizes the Company’s forecast model, which includes product development roadmaps and forecasted financial models, as a key input to resource allocation. The CODM function approves of key operating and strategic decisions. The CODM function views the Company's operations and manages its business on a condensed consolidated basis and between the two reportable operating segments. The CODM function is regularly provided with the following significant segment expenses. Significant expenses include cost of revenues and general and administrative expenses, which are separately presented in the Company’s condensed consolidated Statements of Operations below. The CODM then reviews significant expenses within the cost of revenues and general and administrative category in detail. Other segment items within net income (loss) include interest income and interest expense, along with tax expense.

The total net loss of $0.6 million for the six months ended June 30, 2026 was generated from a loss of $2.5 million from VME Process, Inc. and net income from VME Process Solutions LLC of $1.9 million, respectively. Additionally, total revenues of $25.0 million for the six months ended June 30, 2026 were generated from $16.2 million and $8.8 million of revenue from VME Process, Inc. and VME Process Solutions LLC, respectively. Segment-level revenue is driven primarily by construction, equipment, and offshore large projects within VME Process, Inc. and various smaller revenue streams such as manufacturing revenue and non-operations lease revenue within VME Process Solutions LLC. Additionally, VME Process, Inc. and VME Process Solutions LLC generate revenue in the USA, Southeast Asia, Europe, and Africa.

Liquidity and Capital Resources

Going Concern and Liquidity

The Company has evaluated whether there are conditions and events which raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are available to be issued. The accompanying financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the six months ended June 30, 2026, the Company has liabilities in excess of assets. Additionally, the Company has stockholders’ deficit of approximately $6.7 million, a $39.9 million net working capital deficit, and reliance on future financing. The Company anticipates that its negative operating cash flows will continue to increase for the foreseeable future as it continues to expand its projects in the US and Southeast Asia regions.

VME is seeking external financing options to be able to meet obligations while they pursue contracts to be able to fund future operations. The Company intends to meet obligations through their pipeline of awarded projects, and planned financings, which are not yet committed. Due to the uncertainties related to obtaining financing, and expected negative working capital for future periods, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, there can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, the Company will not be able to meet its other obligations as they become due. These condensed consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying condensed consolidated financial statements.

Management plans to alleviate this going concern in future periods with anticipated IPO proceeds, and new financing facilities which are planned in 2026 and cost-reduction measures which have already been taken in the six months ended June 30, 2026. If the Company is unable to obtain an adequate level of capital needed to continue its activities, the Company will need to delay, reduce or eliminate some or all its planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company’s business plan; accordingly, management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

Sources of Liquidity

The Company’s liquidity requirements are primarily driven by the working capital demands associated with its project-based operations. Cash flows from operating activities may fluctuate significantly from period to period based on the timing of project execution, milestone billings, and customer payment schedules. Management closely monitors liquidity to ensure sufficient resources are available to fund ongoing operations, support project execution, and meet contractual obligations as they become due. Historically, the Company’s liquidity profile has differed from its reported earnings due to the nature of percentage-of-completion accounting and the timing of cash receipts relative to the incurrence of project costs. Accordingly, management evaluates liquidity using a combination of cash balances, forecasted cash flows, and available financing resources.

To date, we have funded our operations primarily with proceeds from revenues and net income, along with the issuance of both promissory notes, third-party bank loans, and an EIDL loan available to us under the Economic Injury Disaster Loan program. Since 2022, we have raised gross proceeds from the issuances of loans, of which: $6.0 million from third-party loans payable, $2.0 million from EIDL loans, $0.3 million from issuance of promissory notes, and $2.6 million from related party short term notes remain outstanding at June 30, 2026. Additionally, as of June 30, 2026, we had cash and restricted cash of $5.4 million.

On February 16, 2022, VME received a loan from the U.S. Small Business Administration (SBA) in the amount of $2,000,000. The loan is payable within 30 years, with interest of 3.75% per annum. The payment will have a 24-month deferral from the date of the loan. The outstanding principal balance was $2,000,000 as of June 30, 2026 and December 31, 2025.

On August 24, 2023, PT VME Process, VME’s Indonesia subsidiary, entered into a loan agreement with PT Bank Permata Tbk which was used for the purpose of financing the purchase of land to support the company's operational activities. The loan was $7,461,321, with 6.50% floating interest per annum payable within 36 months. Principal and interest payments were made during the six months ended June 30, 2026 in the amount of $373,066. The outstanding principal balance as of June 30, 2026 and December 31, 2025 was $2,986,3045 and $3,979,371, respectively. The loan is guaranteed by VME and is secured by certain land of PT VME Process and is subject to certain financial and reporting covenants. In June 2026 this note was amended to extend the maturity date until June 24, 2027. The terms now include 10 payments of $220,000 starting June 24, 2026 through March 24, 2027 and 3 payments of $335,434.97 starting April 24, 2027 through June 24, 2027. As of June 30, 2026, the Company was in compliance with financial and reporting covenants.

On November 24, 2023, VME Process Asia Pacific, VME’s Singapore subsidiary, entered into a promissory note with TNT Engineering in the principal amount of $120,000. An additional promissory note of $200,000 was executed on April 3, 2024. Both notes bear interest at 1% per month on the outstanding principal balance. The Company was in default on these two loans as of June 30, 2026. Other miscellaneous loans include $30,351 of loans on fixed assets. As of June 30, 2026, the total outstanding balance of the notes was $350,351.

On December 18, 2025, VME Process Inc. entered into a loan agreement with a shareholder and related party, Vinson-Shea Holdings, Ltd., which was used for the purpose of financing the purchase of land to support the Company's operational activities. The loan was $900,000, with 8.50% fixed interest per annum payable for a 2-month term. No principal or interest payments were made during the six months ended June 30, 2026, and on August 3, 2026 this note was amended to extend the maturity date until December 2026. The outstanding principal balance as of June 30, 2026 was $900,000. There are no accrued penalties, default interest, or incremental covenant compliance considerations due to this default.

On December 20, 2025, VME Process Inc. entered into a second loan agreement with a shareholder and related party, Kole & Marlee Holdings, which was used for the purpose of financing the purchase of land to support the Company's operational activities. The loan was $900,000, with 8.50% fixed interest per annum payable for a 2-month term. No principal or interest payments were made during the six months ended June 30, 2026 and on August 3, 2026 this note was amended to extend the maturity date until December 2026. The outstanding principal balance as of June 30, 2026 was $900,000. There are no accrued penalties, default interest, or incremental covenant compliance considerations due to this default.

On March 10, 2026, VME Process Inc. entered into a loan agreement with a shareholder and related party, Vinson-Shea Holdings, Ltd., which was used for the purpose of general operational activities. The original loan amount was $198,134, with 8.50% fixed interest per annum payable for a 2-month term. No principal or interest payments were made during the six months ended June 30, 2026, and on August 3, 2026 this note was amended to extend the maturity date until December 2026. The outstanding principal balance as of June 30, 2026 was $198,134.

On April 27, 2026, VME Process Inc. entered into a loan agreement with a shareholder and related party, Vinson-Shea Holdings, Ltd., which was used for the purpose of general operational activities. The original loan amount was $200,000, with 8.50% fixed interest per annum payable within 90 days. No principal or interest payments were made during the six months ended June 30, 2026, and on August 3, 2026 this note was amended to extend the maturity date until December 2026. The outstanding principal balance as of June 30, 2026 was $200,000.

On April 27, 2026, VME Process Inc. entered into a loan agreement with a shareholder and related party, Kole & Marlee Holdings, Ltd., which was used for the purpose of general operational activities. The original loan amount was $200,000, with 8.50% fixed interest per annum payable within 90 days. No principal or interest payments were made during the six months ended June 30, 2026, and on August 3, 2026 this note was amended to extend the maturity date until December 2026. The outstanding principal balance as of June 30, 2026 was $200,000.

On June 26, 2026, VME Process Inc. entered into a loan agreement with a shareholder and related party, Kole & Marlee Holdings, Ltd., which was used for the purpose of general operational activities. The original loan amount was $250,000, with 8.50% fixed interest per annum payable within 180 days. No principal or interest payments were made during the six months ended June 30, 2026, and on August 3, 2026 this note was amended to extend the maturity date until December 2026. The outstanding principal balance as of June 30, 2026 was $250,000.

On December 5, 2025, VME Process Asia Pacific Pte. Ltd. received $3.0 million from the prospective purchaser of our Batam fabrication yard under a loan agreement bearing interest at a fixed rate of 16% per annum with an original term of three months, which was subsequently amended and extended. This is the same $3.0 million described under “—Proposed Sale of Fabrication Yard Property.” If the proposed sale and leaseback transaction is completed, the outstanding principal is to be applied against the purchase price for the fabrication yard; if the transaction is not completed, the loan is repayable at an agreed upon date in the future. As of June 30, 2026, the transaction had not been consummated, and the $3,000,000 is presented as a current liability.

Long-Term Liquidity Requirements

We do not expect that our cash and cash equivalents on hand and the net proceeds of this offering will be sufficient to fund our capital requirements of at least $41.1 million through June 30, 2027. We expect that the net proceeds of this offering, together with our cash of $3.3 million as of June 30, 2026, plus our continuing execution of existing projects and billing for services will fund our operations through approximately March, 2027, and that we will require at least approximately $20.0 million of additional funding to meet our capital requirements through September 30, 2027 and to execute our existing backlog of $127.1 million. We intend to address this funding gap through cash generated from the execution of our existing backlog, including advance payments and milestone billings; new working capital or project financing facilities that we are seeking but for which we have no commitments; and the extension or refinancing of our existing indebtedness, including related-party loans maturing in December 2026. None of these sources is committed. Until we generate sufficient operating cash flow to cover all operating expenses, working capital needs, and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets are currently experiencing, and may continue to experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing.

Our principal uses of cash in recent periods have been funding our operating activities, manufacturing overhead, and personnel costs. Near-term capital requirements through June 30, 2027 are estimated to be at least $41.1 million based on our June 30, 2026 net loss and working capital deficit, considering upcoming legal, accounting, and regulatory costs of successfully closing on an initial public offering. For any periods after the twelve months subsequent to the filing of these financial statements as of June 30, 2026, we may be required to raise additional funds to cover our operations.

Cash Flow Summary

The following table summarizes our cash flows for the periods presented:

Operating Activities

Cash provided by operating activities for the six months ended June 30, 2026 of $0.5 million was primarily driven by earnings in excess of billings on uncompleted contracts.

Cash used in operating activities for the six months ended June 30, 2025 of $2.7 million was primarily driven by our net loss of $5.6 million, increase in outstanding liabilities of $0.2 million, non-cash items affecting net loss of $1.7 million, and an increase in income taxes payable of $6.4 million which was offset by $7.9 million of contract receivables and billings on uncompleted contracts.

Investing Activities

Cash used in investing activities was $0.9 million for the six months ended June 30, 2026, which consisted primarily of purchases of property, plant, and equipment.

Cash provided by investing activities was $0.1 million for the six months ended June 30, 2025, which consisted primarily of proceeds from notes receivable.

Financing Activities

Cash used in financing activities was $0.2 million for the six months ended June 30, 2026, which consisted primarily of payments on our notes payable of $1.0 million net with new notes issued of $0.8 million.

Cash used in financing activities was $0.8 million for the six months ended June 30, 2025, which consisted primarily of payments on our notes payable.

Cash flows from operating activities are primarily affected by changes in working capital associated with ongoing projects, including fluctuations in accounts receivable, costs and earnings in excess of billings, billings in excess of costs, and other project-related assets and liabilities. These balances can vary materially depending on the stage of completion of individual projects and contractual billing terms.

In certain periods, the Company may incur significant costs in advance of billing milestones, which can result in uses of cash even when the Company reports operating income. Conversely, the achievement of billing milestones or receipt of advance payments may generate operating cash inflows that exceed reported earnings in a given period. As a result, operating cash flows are not expected to consistently align with reported net income or EBITDA.

Operating cash flows may also be affected by customer payment timing, including extended payment terms or delays in the resolution of customer disputes, particularly on larger EPC projects.

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2026, and the years in which these obligations are due:

Additionally, the Company has a legal settlement for $5.4 million which was a contractual obligation to be paid in 2026. Since this settlement was determined in 2024, the full contractual obligation has been accrued. The Company does not agree with this settlement and has filed an appeal. Management does not expect this amount will continue to be contractually obligated once the appeal process has concluded.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and any such differences may be material.

 We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Management has discussed several significant accounting estimates and believes that billings in excess of costs and estimated earnings on uncompleted contracts is the only accounting estimate that rises to the level of a critical accounting estimate. This estimate relates to revenue recognition which is a highly reviewed class of transactions for management.

The Company’s most significant accounting estimate relates to revenue recognition and the associated estimated earnings on uncompleted long-term contracts. A substantial portion of revenue is recognized over time using the percentage-of-completion method, which requires significant management judgment and estimation and can materially affect reported results.

The billings in excess of costs and estimated earnings on uncompleted contracts are based on unobservable market inputs and are recorded based on project tracking. Changes in the estimate of completion or underlying billing assumptions could materially affect the reported values and related income or expenses.

We regularly review and update our billings and project completeness trackers to reflect current completion conditions and ensure consistency with accounting standards.

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts:

During the six months ended June 30, 2026, the estimated value of the earnings on uncompleted contracts was $20 million, which is an increase of $8.6 million from the $11.4 million estimated in the year ended December 31, 2025. Changes in this estimation impacts earnings recognized in each period. The Company considers this estimate critical due to its complexity, subjectivity, and material impact on reported results.

Revenue recognized over time is measured based on progress toward completion, generally using a cost-to-cost input method. This requires estimates of total contract costs, including labor, materials, subcontractor costs, project timelines, productivity, and the impact of change orders and contract modifications. These estimates are established at contract inception and updated throughout the life of the project.

Revenue recognized does not necessarily correspond to cash received in the same period due to differences between billing schedules and project progress. Management monitors project performance through regular reviews involving operational and financial personnel; however, actual results may differ from estimates due to factors outside of the Company’s control.

Changes in estimated contract costs are recognized in the period in which they become known and may result in volatility in revenue and margins. Changes in business mix, particularly the proportion of larger EPC projects relative to shorter-cycle equipment projects, may increase estimation uncertainty and contribute to variability in reported results. If estimated total contract costs exceed total contract revenue, the Company recognizes the entire expected loss in the period such loss becomes probable and reasonably estimable.

A 10% change in the estimated project completion would result in an estimated $10.7 million impact to recognized estimated earnings and, consequently, the balance of billings in excess of costs and estimated earnings on uncompleted contracts. Project completion metrics and policies are reviewed quarterly, and inputs are updated based on evolving conditions and contractual developments, as management applies significant judgment in assessing the economic substance of the arrangement and completion percentage.

Recent Accounting Pronouncements

See the section titled “Recent Accounting Pronouncements” in Note 2 of the notes to our condensed consolidated financial statements included in this interim report for more information.

Risks and Uncertainties

The Company’s results of operations, financial condition, and liquidity are subject to a number of known trends, events, and uncertainties that management believes are reasonably likely to affect future performance. These factors primarily arise from the project-based nature of the Company’s business and the markets it serves.

Project Timing, Execution, and Concentration

A significant portion of revenue is generated from a limited number of projects at any given time. The timing, execution, and performance of individual projects can materially affect results in a particular period. Delays, changes in customer requirements, or execution challenges may impact revenue recognition, margins, and cash flows.

Revenue and Margin Variability

Revenue and margins may fluctuate due to changes in estimated project costs, productivity, and execution efficiency. Revisions to estimates are recognized in the period identified and may result in volatility. Customer-driven change orders or contract modifications may further affect results.

Working Capital and Cash Flow Volatility

Project-based operations require varying levels of working capital investment, particularly for larger EPC projects with significant upfront costs. Operating cash flows may fluctuate and may not correspond directly to reported earnings. Customer payment timing and dispute resolution may further affect liquidity.

Customer Concentration and Credit Risk

In certain periods, a small number of customers may account for a significant portion of revenue and receivables. The loss or delay of a significant customer contract, or deterioration in a customer’s financial condition, could adversely affect results and cash flows.

Market Conditions and End-Market Demand

Demand is influenced by capital spending in the energy and industrial markets. Changes in commodity prices, customer budgets, regulatory developments, or macroeconomic conditions may affect project timing and volume.

Supply Chain, Labor, and Cost Inflation

Supply chain disruptions, material availability, labor constraints, and cost inflation may affect project execution, schedules, and margins. While management seeks to mitigate these risks, external conditions may impact results.

Internal Controls and Procedures

We are not currently required to comply with the SEC’s rules implementing Section 404 of Sarbanes-Oxley, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of Sarbanes-Oxley, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Notwithstanding that we are not currently required to make such a formal assessment, in the course of preparing our financial statements and building out our internal controls infrastructure, we have in the past identified, and may in the future identify, deficiencies in our internal control over financial reporting, including material weaknesses.

To comply with the requirements of being a public company, we will need to implement additional financial and management controls, reporting systems and procedures and hire additional accounting, finance and legal staff.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely basis.

In connection with the preparation of the consolidated combined financial statements as of and for the year ended December 31, 2025, management identified control deficiencies that, when considered in the aggregate, represent material weaknesses in the Company’s internal control over financial reporting. These material weaknesses relate primarily to the absence of a formal risk assessment process, insufficiently designed and documented control activities over accounting and financial reporting (including inadequate segregation of duties as a result of limited finance and accounting personnel), the lack of effective monitoring activities over the operation of internal controls, and ineffective design and operation of controls over the accounting for, and the classification and presentation of, significant non-routine transactions, including the review of underlying agreements and the classification of related cash flows in the statement of cash flows. Because of these material weaknesses, there is a reasonable possibility that material misstatements in the Company’s annual or interim financial statements may not be prevented or detected on a timely basis.

The material weakness related to significant non-routine transactions resulted in a material misstatement in our consolidated combined statement of cash flows for the year ended December 31, 2025. On December 5, 2025, we received $3.0 million from the prospective purchaser of our Batam fabrication yard under an interest-bearing loan agreement. We originally presented that receipt within the change in accrued expenses in cash flows from operating activities, rather than as proceeds from borrowing within cash flows from financing activities. As a result, net cash used in operating activities for 2025 was understated by $3.0 million and net cash provided by financing activities was understated by the same amount. We have restated our consolidated combined statement of cash flows for the year ended December 31, 2025 included in this prospectus to correct the error. The restatement had no effect on our net income, net income per share, balance sheets, stockholders’ deficit or net change in cash and restricted cash. See Note 16 to our audited consolidated combined financial statements included elsewhere in this prospectus.

As of the date of this prospectus, the following material weaknesses had not been remediated:

· Absence of a formal risk assessment process, insufficiently designed and documented control activities over accounting and financial reporting (including inadequate segregation of duties as a result of limited finance and accounting personnel), resulting in a lack of effective monitoring activities over the operation of internal controls.

· Ineffective design and operation of controls over the accounting for, and the classification and presentation of, significant non-routine transactions, including the review of underlying agreements and the classification of related cash flows in the statement of cash flows, which resulted in the restatement of our consolidated combined statement of cash flows for the year ended December 31, 2025.

Plan of Remediation of Material Weaknesses in Internal Control Over Financial Reporting

Management is in the process of implementing and completing a remediation plan. Following the identification of the material weaknesses described above, management commenced remediation actions relating to these material weaknesses beginning in the six months ended June 30, 2026, as follows:

· To address the material weakness related to inadequate segregation of duties, management has engaged qualified external consultants to assist with financial reporting processes, account reconciliations, and review controls. These consultants provide an independent layer of oversight and help mitigate risks associated with limited internal staffing. As the Company grows and additional resources become available, management plans to expand the finance team and reassign responsibilities to achieve more effective separation of duties. Enhanced management review procedures have been implemented immediately.

· Additionally, Management has initiated the development of a comprehensive accounting and financial reporting policies and procedures manual, covering key processes such as revenue recognition, expense accruals, account reconciliations, financial close procedures, estimate preparation, and journal entry documentation and review.

· To address the material weakness related to significant non-routine transactions, we are implementing a process that requires the legal and finance functions to identify, before recording, any agreement involving borrowings, asset sales, deposits, leases or other non-routine terms. Each such agreement will be documented in a technical accounting memorandum covering recognition, measurement, balance sheet classification and cash flow classification under ASC 230, which will be reviewed by the Chief Financial Officer before the transaction is recorded.

· We are implementing a statement of cash flows preparation checklist and a reconciliation of significant changes in balance sheet accounts to cash flow line items, including a specific review of financing proceeds and repayments, which is reviewed by a person other than the preparer before the financial statements are issued.

The material weaknesses identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. 

BUSINESS

VME Companies is a holding company headquartered in Tyler, Texas, that owns and operates businesses providing proprietary process technologies, modular fabrication systems, and integrated EPC solutions for complex offshore and onshore energy infrastructure projects. We design, fabricate, and deliver engineered modules, systems, and equipment to customers on a project basis and do not retain ownership of completed assets following delivery.

VME Companies, Inc. was incorporated in Texas on February 10, 2026, as a new holding company. Prior to the reorganization, VME Process, Inc., VME Process Solutions, LLC, and VME Services, LLC were separate entities under common shareholder ownership but were not in a parent-subsidiary relationship with one another. Effective April 15, 2026, the shareholders contributed 100% of their ownership interests in VME Process, Inc., VME Process Solutions, LLC, and VME Services, LLC to VME Companies, Inc. in exchange for shares of VME Companies, Inc. common stock in a tax-free exchange under Section 351 of the Internal Revenue Code. As a result, each entity became a wholly-owned subsidiary of VME Companies, Inc. VME Process, Inc. was founded in 1985, and our separation-technology and packaged-equipment business has served global customers for decades. We established the holding-company structure to support public ownership, centralized governance, and disciplined capital allocation, and it did not materially change our operations, assets, management teams, or customer relationships.

This structure allows us to integrate proprietary process technologies, engineering capabilities, and large-scale modular fabrication to deliver turnkey solutions across the full project lifecycle.

Segment Overview

We manage and report our operations through two reportable segments, consistent with our audited financial statements: (i) VME Process, Inc. and (ii) VME Process Solutions, LLC.

VME Process, Inc. primarily conducts our EPC & Modular Solutions business, which involves large-scale, project-based engineering, procurement and construction activities, including the design, fabrication and delivery of modularized process systems and equipment for offshore and onshore applications. These projects are typically longer in duration and involve a higher degree of revenue concentration in a smaller number of contracts.

VME Process Solutions, LLC primarily conducts our Separation Technologies business, which involves the design, engineering and supply of specialized equipment and systems for the separation and treatment of oil, gas and water. This business generally involves shorter-cycle orders across a broader and more diversified customer base.

While both segments leverage common engineering expertise and serve customers across the energy value chain, they differ in project scope, execution profile, revenue concentration and timing of revenue recognition.

The following table summarizes key characteristics of our reportable segments:

The EPC & Modular Solutions segment is conducted primarily through VME Process, Inc., and the Separation Technologies segment is conducted primarily through VME Process Solutions, LLC.

Our Products and Services

Our products and services are delivered through our two reportable segments: EPC & Modular Solutions and Separation Technologies. While there is overlap in underlying engineering capabilities, these segments differ in project scale, customer base, and execution profile, as described under “—Business—Overview.”

EPC & Modular Solutions

VME’s EPC & Modular Solutions business provides integrated engineering, procurement and construction services focused on modularized process systems for floating production, storage and offloading (“FPSO”) units and other offshore production facilities. The Company has deep technical expertise across critical process applications, including oil and gas separation, crude treatment, produced water handling, seawater treatment, natural gas liquids (“NGL”) processing and gas compression.

VME has completed over 2,000 projects and supplied process equipment and modules to more than 60 FPSOs worldwide. The Company specializes in the design, fabrication and integration of compact, modular process systems engineered to operate in offshore environments, including motion-sensitive applications. Its modular approach is designed to reduce offshore installation, hook-up and commissioning time while supporting capital efficiency and operational performance.

Headquartered in Singapore, with engineering and fabrication capabilities in Malaysia and Indonesia, this business unit provides an integrated, end-to-end solution encompassing technology selection, engineering, procurement, fabrication, testing and commissioning. This approach enables customers to engage a single provider across the full project lifecycle.

Capabilities and Services

Our offering includes:

This fully integrated approach differentiates us in the offshore market by reducing interface, schedule, and execution risks for customers and enabling us to compete effectively on complex, multi-module EPC projects.

Global Fabrication Footprint

Our primary fabrication facility is located in Batam, Indonesia, within the heart of the Southeast Asia FPSO construction zone. The facility includes:

This footprint enables us to produce up to approximately 15 large topside modules per year, with expansion potential through adjacent land acquisition.

Separation Technologies (VME Process Solutions, LLC)

Our Separation Technologies and Packaged Equipment business segment provides engineered equipment and systems that facilitate the separation and treatment of oil, gas and water across onshore and offshore production environments. The segment operates through our VME Process Solutions, LLC subsidiary, headquartered in Tyler, Texas, and serves a diverse customer base across upstream, midstream and downstream markets.

We design and manufacture a broad range of specialized process equipment, including separation internals, pressure vessels, water and gas treatment systems and packaged pump units. Our products are typically integrated into production and processing facilities to support hydrocarbon separation, fluid handling and treatment requirements. These systems are designed to enhance production efficiency, support operational reliability and assist customers in meeting environmental and regulatory requirements.

Our engineering capabilities include process design, mechanical design and system integration, allowing us to tailor solutions to specific customer applications and operating conditions. We work closely with customers throughout the project lifecycle, from initial design and specification through fabrication, testing and delivery. Our ability to provide engineered, application-specific solutions differentiates us from providers of standardized or commodity equipment.

Capabilities and Services

Our Separation Technologies segment provides a range of engineering, manufacturing and support services, including:

Manufacturing and Operations

Our Separation Technologies operations are headquartered in Tyler, Texas, where we maintain engineering, project management, assembly, packaging, testing, quality assurance and customer support functions for our separation technologies and packaged equipment offerings. We utilize a network of qualified third-party fabrication partners to manufacture pressure vessels, treatment systems, packaged equipment and other components to our specifications and quality standards. This asset-light operating model provides flexibility to scale production capacity, manage project requirements and support a broad range of customer applications.

Our operations are supported by an experienced workforce with expertise in process engineering, mechanical design, system integration, project execution and quality management, as well as established supplier relationships for key components and materials. Through rigorous engineering oversight, supplier qualification procedures and quality-control processes, we are able to deliver both standardized and highly customized solutions that meet customer requirements across multiple end markets.

Our Market Opportunities

While Brazil and West Africa currently represent the largest sources of FPSO project awards and installed capacity, industry sources project continuing growth in offshore developments globally, including in Southeast Asia. We believe this supports demand for process equipment, separation systems, topsides modules, and related services supplied by VME across multiple offshore production markets.

We believe the FPSO market is experiencing significant growth, driven by rising offshore oil and gas exploration and increasing deepwater and ultra-deepwater production. FPSOs provide flexible, cost-effective solutions for extraction, storage, and offloading with advances in technology, designs, and global investments are enhancing efficiency, safety, and operational capabilities. We also believe that during the next decade the demand for energy security, government incentives and renewed private-sector investments in offshore exploration, is further fuelling FPSO adoption across key regions worldwide.

We target the CAPEX portion of the FPSO market as our tangible addressable market, which is expected to grow at a CAGR of approximately 8.5%, according to the Research and Markets Floating Production Storage and Offloading Market Report 2026, published March 10, 2026.

According to the Research and Markets report, Floating Production Storage and Offloading Market Report 2026, published March 10, 2026, the floating production storage and offloading (FPSO) market is experiencing robust growth, expected to increase from $22.7 billion in 2025 to $24.52 billion in 2026, with a CAGR of 8%. This upward trend is fueled by the expansion of offshore oil and gas exploration, deepwater reserves development, and advances in offshore engineering. Looking forward, the market is projected to reach $33.91 billion by 2030, growing at a CAGR of 8.5%, driven by rising investments in offshore energy projects and the modernization of FPSOs (Itd, 2026).

VME’s business is focused on two related areas of the oil and gas production infrastructure market. First, we support offshore production projects, including FPSOs and FPUs, through topsides modules, offshore production modules, process packages, fabrication, integration support, repair, upgrade and refurbishment work. Second, we provide production separation and process equipment used in offshore and onshore production facilities, including oil, gas and water separation equipment, produced-water handling, process systems, facility upgrades, debottlenecking and replacement equipment. Industry sources indicate that demand for FPSO and FPU projects is expected to remain strong. NOV Inc., in its March 2026 investor presentation, cited an average of approximately eight FPSO final investment decisions annually through 2030 and estimated a revenue opportunity of approximately $100 million to $700 million per FPSO for relevant equipment and systems suppliers. This range reflects a broad supplier opportunity and is not specific to VME.

We believe VME’s serviceable addressable market is more narrowly focused on the portions of FPSO, FPU and offshore production infrastructure projects that align with our capabilities. Based on management’s experience, VME’s potential scope on a given FPSO or FPU opportunity would generally range from approximately $50 million to $250 million, depending on project scope, customer requirements, module content, fabrication requirements and project stage. Historically, VME’s largest FPSO topsides-related work scope has been approximately $230 million to $250 million. Accordingly, VME’s opportunity should be understood as a subset of the broader FPSO/FPU supplier opportunity rather than the full project value of an FPSO or FPU or the full supplier opportunity available to larger global OEMs, equipment providers or integrated offshore contractors.

As of the date of this prospectus, management had identified approximately $2 billion of potential FPU/FPSO-related commercial opportunities expected to be bid, evaluated or advanced over approximately the next 24 months. These opportunities include projects approaching final investment decisions as well as earlier-stage customer planning opportunities. This pipeline is not backlog, does not represent awarded contracts, customer commitments or committed revenue, and should not be interpreted as a prediction of future revenue.

Management has identified the following named FPSO and floating production opportunities that align with VME’s capabilities and that the Company is actively monitoring, evaluating, or pursuing. These represent publicly identifiable projects at various stages of development, including projects in front-end engineering and design (“FEED”), projects approaching final investment decision (“FID”), and projects in active bidding or contractor selection. We will continue to provide updates, if any, to these opportunities in subsequent filings as necessary. No agreements have been signed with respect to any of these opportunities, and there can be no assurance that VME will be awarded work on any of them or that any of these projects will proceed as currently planned:

In addition, our Separation Technologies business addresses oil, gas and water separation applications for offshore and onshore production facilities, including new projects, facility upgrades, debottlenecking, replacement equipment and process optimization. Based on management’s current customer discussions and identified opportunities, we estimate our Separation Technologies opportunity pipeline to be approximately $50 million. Historically, this segment has generated annual revenue ranging from approximately $10 million to $20 million, although future revenue will depend on project timing, customer awards, commodity-market conditions and our ability to convert opportunities into backlog.

Industry Overview

Offshore deepwater oil and gas developments rely on floating production systems to commercialize reserves in water depths where fixed platforms are not practical. A significant portion of these developments utilize FPSOs, which integrate hulls, mooring systems, subsea infrastructure, and topside processing facilities that perform critical functions such as separation, treatment, compression, utilities, and power generation. FPSO-based developments are typically capital intensive, technically complex, and executed over multi-year timelines, but are designed for long operating lives and sustained production once commissioned.

Within this segment, topside engineering, procurement, construction, and integration represent a critical path element of FPSO project execution. Topside facilities must be specifically engineered for each field’s reservoir characteristics, production profile, environmental conditions, and regulatory requirements, while also meeting strict standards for safety, reliability, weight, and space constraints. As a result, FPSO topside projects are commonly executed under EPC or EPCI contracting structures, with contractors responsible for detailed engineering, procurement of specialized equipment, module fabrication, integration, and in some cases offshore installation and hook-up. Select projects may be awarded on a procurement and construction (PC) or construction-only basis depending on operator strategy, project maturity, and risk allocation.

Industry activity in FPSO developments has been supported by ongoing deepwater project sanctions in certain regions, particularly where large discoveries and established regulatory frameworks have enabled repeatable development programs. At the same time, the segment is characterized by cyclicality and capacity constraints, as demand for FPSOs and associated topside work fluctuates with commodity prices, operator capital allocation, and availability of specialized fabrication yards, skilled labor, and long-lead equipment. Periods of increased project activity can place pressure on schedules and costs across the supply chain.

In addition to project execution, FPSO developments require offshore support during commissioning, start-up, and operations, including technical assistance, spare parts management, and maintenance of topside equipment over the asset life cycle. Operators increasingly emphasize execution certainty, uptime, and lifecycle performance, which has increased focus on experienced contractors capable of delivering complex topside modules and providing post-delivery technical support. At the same time, heightened regulatory scrutiny and operator priorities around safety, reliability, and emissions performance continue to influence topside design, equipment selection, and operating practices across the industry.

The offshore deepwater FPSO topside market is characterized by cyclical demand, long project timelines, complex execution requirements, and exposure to supply chain, regulatory, and cost pressures, any of which may adversely affect project timing, margins, and financial performance.

Industry participants and third-party market research firms have published estimates regarding the global FPSO market and related services; however, such estimates vary widely by methodology, region, and assumptions, and actual market activity may differ materially from published forecasts.

Our Strategy and Competitive Strengths

Our strategy emphasizes execution discipline, risk management, and long-term value creation rather than growth at any cost. We seek to deploy our EPC capabilities in a manner that prioritizes project selectivity, capital discipline, and repeatable execution.

Our competitive strengths are primarily derived from our experience executing complex FPSO topside projects, our engineering and fabrication capabilities, and our ability to support projects through commissioning and start-up.

We operate in the FPSO topside, EPC, and modular fabrication markets, which are highly competitive and include national, regional, and international engineering and construction contractors, fabrication yards, and equipment suppliers. Our principal competitors for FPSO topside and related offshore EPC work include large integrated offshore contractors such as SBM Offshore N.V., MODEC, Inc., Saipem S.p.A., McDermott International, Ltd., and Technip Energies N.V., as well as regional fabrication yards in Southeast Asia and elsewhere. Many of these competitors have greater financial, technical, manufacturing, and marketing resources than we do, broader geographic reach, and long-standing customer relationships. Some of our competitors are also able to offer integrated FPSO leasing, ownership, and operations solutions, or financing arrangements, that we do not currently provide.

Competitive Position

Our principal methods of competition include technical qualifications, engineering and execution experience, pricing, delivery schedules, fabrication quality and capacity, safety performance, and the ability to meet customer-specific commercial and contractual requirements. Contracts for FPSO topside and related EPC work are typically awarded through competitive tender processes in which customers evaluate a combination of these factors. The timing, size, and success of individual tenders can be difficult to predict, and the award or deferral of a single significant contract may have a disproportionate impact on our backlog, revenues, and results of operations for a particular period.

We believe our competitive position is supported by our track record of delivering FPSO topside modules, our established fabrication footprint in Southeast Asia with scalable workforce capacity, our proprietary process technologies and modular fabrication capabilities, long-standing customer relationships with international oil companies, national oil companies, and FPSO contractors, and strong safety performance. However, we are a smaller participant in the global FPSO and offshore EPC markets relative to many of our principal competitors. We do not hold a dominant or leading market share in any of our principal markets, and we may not be successful in securing future projects. Competition in our markets may result in pricing pressure, reduced margins, or the loss of project opportunities.

Key elements of our strategy include:

We believe VME Companies benefits from several competitive strengths, including:

We are an execution-focused modular EPC and process-technology company that customers engage for technically complex projects where constructability, schedule discipline, and delivery certainty are critical. Our competitive position is built on a combination of process technologies, proprietary products, modular fabrication capabilities, experienced execution teams, and long-standing customer relationships developed over nearly 40 years of operations.

Customers and Backlog

Our customers include major international oil companies, national oil companies, FPSO operators and large EPC contractors, and a small number of customers have historically accounted for a significant portion of our revenue. For the years ended December 31, 2025 and 2024, Yinson Production entities accounted for approximately <5% and 20.9%, respectively, Santos-related entities accounted for approximately 52.4% and 57.8%, respectively, and Seatrium entities accounted for approximately 19.7% and <5%, respectively, of our contract revenues, or approximately 72.2% and 78.7%, respectively, in the aggregate. For the six months ended June 30, 2026 and June 30, 2025, Seatrium entities accounted for approximately 25.8% and 5%, Saipem entities accounted for approximately 40.1% and <5%, and Santos entities accounted for approximately 0% and 81%, respectively, of our contract revenues, or approximately 65.9% and 85.9%, respectively, in the aggregate.

As of June 30, 2026, our backlog was approximately $127.1 million, compared to approximately $33.5 million as of December 31, 2025 and approximately $12.7 million as of June 30, 2025. Approximately $98.6 million, or 77.6%, of our backlog as of June 30, 2026 was attributable to Saipem, and approximately $13 million, or 10.2%, was attributable to Seatrium. Our contracts included in backlog contain provisions that could affect the conversion of backlog into revenue, including termination for convenience, step-in, change-order and, for certain projects, customer final investment decision or financing conditions, as described under “Risk Factors — Our backlog may not be realized as revenue…” Over the past five years, we have cumulatively realized approximately 98% of our backlog over a 36-month period, calculated as described in that risk factor; however, management does not believe this historical experience is necessarily indicative of the realization of our current backlog, which is larger and more concentrated than our historical backlog and will require significant working capital and financing to execute.

While we have historically delivered projects that meet customer technical and contractual requirements, our recent financial performance has reflected margin variability associated primarily with commercial execution challenges, supply-chain reliability, infrastructure dependence, and cost visibility. Management has identified these challenges and implemented operational, commercial, and governance enhancements intended to improve project selection, execution discipline, and margin consistency.

We focus on projects that align with our existing fabrication footprint, technical capabilities, and execution experience rather than pursuing growth through geographic expansion or unproven services. We believe this disciplined approach is intended to support more consistent performance across industry cycles.

Employees and Culture

As of June 30, 2026, we employed 190 full-time employees globally across our consolidated operations. In addition, we engage subcontracted labor to support fabrication and project execution activities, with workforce levels varying by project and capable of reaching several thousand subcontracted workers during periods of peak activity.

Our culture emphasizes safety, operational discipline, and workforce development. We maintain company-wide initiatives focused on leadership development, talent retention, and safety performance, and we seek to foster consistent operating standards across our global workforce.

Intellectual Property

Our intellectual property portfolio consists of a combination of licensed technologies, issued U.S. and foreign patents, pending patent applications, proprietary trade secrets, and internally developed software.

Licensed Technologies

We license certain membrane-based process technologies from third parties for integration into our engineered systems, including:

This licensing strategy allows us to incorporate proprietary membrane technologies, such as polymeric or ceramic filters, into their systems while highlighting a reliance on third-party intellectual property and potential material contracts. These technologies are incorporated into our system designs pursuant to license agreements. The underlying membrane technologies remain the intellectual property of the respective licensors. Our rights are subject to the terms and conditions of the applicable agreements, including duration, scope, and termination provisions.

Issued U.S. Patents

As of the date of this filing, we hold the following issued U.S. patents:

These patents generally relate to fluid mixing, separation enhancement, electrostatic coalescence, and glycol reclamation technologies.

Issued Foreign Patents

As of the date of this filing, we hold the following foreign patents:

Pending Patent Applications

We also maintain pending patent applications in certain international jurisdictions, including:

Pending applications may not result in issued patents, and any issued patents may have claims of varying scope. International patent protection is subject to the laws and procedures of the applicable jurisdictions.

Trade Secrets and Proprietary Know-How

In addition to our patents and applications, we rely on proprietary process design methodologies, mechanical configurations, system integration techniques, and internally developed process simulation software. We seek to protect these assets through confidentiality agreements and internal controls.

Despite these measures, there can be no assurance that our proprietary information will not be disclosed, independently developed by others, or otherwise compromised.

Facilities

Our operations are supported by a combination of leased engineering offices and owned and leased fabrication facilities located in Asia and the United States, as well as access to third-party yards and service providers, which together provide the capacity and flexibility required to execute FPSO topside projects. We consider our current facilities to be adequate for our current operations.

All of our facilities are certified to ISO 9001 quality management standards, and our fabrication facility is also certified to ISO 45001 occupational health and safety and ISO 14001 environmental management standards.

EPC & Modular Solutions

Our primary fabrication facility for our EPC & Modular Solutions business is a waterfront yard located in Batam, Indonesia, spanning approximately 28 hectares (74 acres). The facility includes access to a 180-meter jetty with water depths ranging from 7 to 10 meters and has an estimated annual fabrication capacity of approximately 25,000 to 30,000 metric tons. The facility is designed to support the fabrication and integration of FPSO topside process modules.

The Batam facility has previously fabricated modules with individual weights of up to approximately 3,500 metric tons and is equipped with a jetty loading capacity of approximately 12 tons per square meter, supporting maximum single-module load-outs of up to approximately 5,000 metric tons.

We also maintain leased engineering, project management, and business development offices in Malaysia, which support engineering execution and regional project coordination. Our regional headquarters in Singapore houses accounting and business development functions.

Separation Technologies

Our Separation Technologies business is primarily conducted from leased offices in Tyler, Texas. These facilities are integrated with our broader fabrication and engineering footprint and, where appropriate, are supported by third-party vendors.

VME Companies Corporate Office

The corporate headquarters of VME Companies is located in Tyler, Texas, where we occupy leased office space supporting executive management, finance, legal, and administrative functions.

Legal Proceedings

From time to time, we are subject to various legal proceedings and claims that arise in the ordinary course of our business. We are currently a party to various claims and may face potential liability in relation to such claims. Unfavorable judgments or settlements in these disputes could have a material adverse effect on our financial condition, operations, and cash flows. While we generally dispute any allegations of wrongdoing and are committed to vigorously defending against these claims, the outcomes of litigation are inherently uncertain. We continue to assess and respond to these and other matters proactively.

Other than the matters disclosed herein, we are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Potential Litigation

VME Process, Inc., entered an agreement with a third party entity (“Party A”) for the engineering, procurement and construction of a seawater treatment plant in March of 2021. Party A was later acquired by a different third party (the “Adverse Party”). Adverse Party took control of the project in September of 2023. The project was completed at our fabrication facility in Batam, Indonesia and shipped in July of 2025. Adverse Party made an informal claim in September of 2025 for its step-in costs and other costs to complete the project. VME Process, Inc. has entered into an agreement with Adverse Party for the conditional release of any such claims Adverse Party may have against VME Process, Inc. and subsidiaries (“VME”). Under the agreement, VME Process, Inc. agrees to pay the remaining accounts payable for the project, collectively $11.5 million, and to obtain releases from all vendors for the benefit of Adverse Party. Upon the fulfilment of these conditions, Adverse Party will release all claims against VME. The payments and releases must be completed by the end of 2026.

TOS Litigation

VME Process Asia Pacific Pte. Ltd. (“VME AP” ) and Tanjung Offshore Services Sdn. Bhd. (“TOS”) entered an agreement in June of 2019 to participate in a mobile offshore production unit. A dispute arose from the agreement and TOS subsequently was awarded a judgment of $5.4 million against VME AP. VME AP is appealing the enforcement of the judgment in Singapore.

MTC Litigation

VME AP and Sandakan Offshore (M) Sdn. Bhd. (“SOM”) entered a contract for the supply of topside modules. Under the contract, MTC Engineering Sdn. Bhd. undertook to perform the payment obligations of SOM. The contract was suspended by SOM and later terminated by us. VME AP is currently seeking to recover a claim for the value of the first invoice value at $6.55 million, plus additional damages. VME AP has submitted an experts report to support this claim.

Corporate Information

Our offices are located at 3300 S. Broadway Avenue, Suite 205 Tyler, Texas, 75701. Our telephone number is (903) 561-4082. Our website is www.vmecompanies.com. Information contained on, or accessible through, our website is not incorporated by reference into and does not constitute a part of this prospectus or any other report or document we file with or furnish to the SEC.

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are as follows:

Michael Thomas

Michael Thomas currently serves as our Chief Executive Officer, President and Chairman of the Board since January 2000. Mr. Thomas has more than three decades of leadership and technical experience in the energy and industrial process engineering sectors. In his role as Chief Executive Officer and Chairman of the Board, Mr. Thomas has led strategic planning, operational management, and international project execution, providing insight into process design, separation technologies, modular equipment delivery, and engineering solutions that support customers in meeting current and future energy needs. During the past five years, Mr. Thomas has continued to lead the Company’s global operations, strategic growth initiatives, international project execution activities, corporate restructuring efforts, and public company readiness initiatives.

Mr. Thomas also serves as a Director of VME Process Asia Pacific Pte. Ltd. since October 2004, as a Commissioner of PT VME Process since January 2009, and as President and Director of VME Fabricators, Inc. since January 2014. Additionally, Mr. Thomas serves as President of Vision Process Consulting, LLC, a position he has held since May 1998. From 2021 to 2024, Mr. Thomas served as an Adjunct Professor, Lecturer, and Advisory Board Member at the University of Texas at Tyler, where he taught Chemical Engineering Senior Design and lectured on Entrepreneurial Leadership. Prior to acquiring the assets of VME Process, Mr. Thomas held positions at Kvaerner Process Systems as Oil Division Manager, Chicago Bridge & Iron Company N.V. as Senior Process Engineer, Cameron International Corporation as Director of Laboratory Services, and Chevron Phillips Chemical Company as a Project Engineer. Mr. Thomas began his career as a Field Engineer at Dowell Schlumberger, Inc. Mr. Thomas holds an M.B.A. in Global Management from the University of Phoenix and earned a B.S. in Chemical and Petroleum Refining Engineering from the Colorado School of Mines. He also completed the Dowell Schlumberger Field Engineering School, receiving credentials in Industrial Engineering and Petroleum Engineering. Mr. Thomas’s background in engineering and executive management equips the Board with valuable expertise in operational oversight, risk management, technology strategy, and capital project governance, which are directly relevant to our business, strategy, and long-term objectives.

Kuoh Lee

Kuoh Lee currently serves as our Executive Vice President since November 2010 and our Chief Operating Officer since March 2003, where he is responsible for Business Development and running the operations of EPC Solutions and Modular Systems. In this role, Mr. Lee leads the Company’s business development strategy with a particular focus on offshore and international markets, including customer engagement, opportunity origination, and commercial positioning for complex EPC and modular projects. He has played a key role in expanding the Company’s presence in offshore oil and gas markets and has successfully led the sale and execution of numerous process modules delivered to customers globally. Mr. Lee has been instrumental in setting up and developing the EPC Solutions and Modular Systems business since 2003. During the past five years, Mr. Lee has continued to oversee the Company’s EPC Solutions and Modular Systems operations and has led business development, commercial strategy, project execution, and customer relationships for major offshore and international energy infrastructure projects.

Prior to joining VME Process, Mr. Lee served as a Sales Manager and Project Manager at Kvaerner Process Systems Asia Pacific Sdn. Bhd. in Kuala Lumpur, Malaysia from 1997 to 2003. Earlier in his career, Mr. Lee worked as a Senior Process Engineer at NATCO Pharma Ltd. from 1990 to 1997. Mr. Lee is a licensed Chemical Engineer in the State of Texas and is fluent in English, Malay, and Mandarin, which supports his leadership of business development activities across diverse international markets. Mr. Lee holds a M.S. in Chemical Engineering from the University of Tulsa, Oklahoma and a B.S. in Chemical Engineering from the University of Wisconsin at Madison.

Michael Parham

Michael Parham has served as our Fractional Chief Financial Officer since 2026. Mr. Parham has over 30 years of experience in accounting, finance, mergers and acquisitions, and executive leadership. In his role, Mr. Parham provides senior-level financial oversight and strategic guidance, including with respect to financial reporting and accounting oversight, internal controls, capital markets and financing activities, and transaction-related matters. Day-to-day accounting and finance operations are managed by the Company’s internal finance team.

Mr. Parham began his career in public accounting with Deloitte LLP in 1991. He subsequently held senior roles in investment banking and capital markets at Daiwa Capital Markets America Inc., Credit Agricole Securities (USA) Inc., Peter J. Solomon Co., and RSM US LLP, and was most recently with U.S. Bancorp Investments Inc. (2021-2024), advising clients on mergers, acquisitions, and financing transactions, including in the energy and industrial sectors. 

Mr. Parham has also served in senior financial and executive roles at operating companies, including as Chief Financial Officer of Black Viper Drilling (2010-2012), as a co-founder and Chief Financial Officer of Title XI Software (2012-2016), and President of Montgomery DME (2020-2021). Since 2025, he has continued to serve as Managing Director of LCG Capital Advisors LLC. He has also served as Manager of Sheridan Mezzanine LLC since 2010. Prior to joining VME Companies, Mr. Parham served in advisory and board-level finance roles for private equity and venture-backed companies.

Mr. Parham is a Certified Public Accountant licensed in the State of California. He holds an M.B.A. in Accounting and Marketing from New York University and a A.B. in Economics and Russian Language from Dartmouth College.

Chad Tomlinson

Chad Tomlinson currently serves as our Vice President – Process Solutions since January 2014 and our Vice President – Business Development since March 2021. Mr. Tomlinson has 24 years of experience with VME Process in process systems and process internals. He began his career at VME Process working in the fabrication shop and has held a range of roles across the organization, including shop management, proposals, mechanical design, and estimating, providing him with broad operational and commercial experience across the lifecycle of process equipment projects. During the past five years, Mr. Tomlinson has continued to lead the Company’s Process Solutions business and business development activities, overseeing process engineering, separation technology, aftermarket services, and commercial growth initiatives for customers in the global energy sector.

In his current role, Mr. Tomlinson drives success through custom-designed and engineered process solution packages for the upstream onshore and offshore oil and gas sectors. His responsibilities include process engineering, process separation internals, aftermarket service, and mechanical equipment supply and management. He has also been actively involved in product development and continuous improvement initiatives at VME Process, contributing to enhancements in process equipment design, performance, and reliability.

Mr. Tomlinson has travelled globally for process equipment start-ups, strategic purchase order completion, and after-sales service, and has helped successfully complete over 600 projects in the oil and gas sector. He is a co-inventor, together with Michael Thomas, on a patent relating to electrostatic coalescing technology. Mr. Tomlinson has completed an Executive Education program at the SMU Edwin L. Cox School of Business and holds a certification in mechanical design from Tyler Junior College, where he also studied business. He is fluent in English and proficient in Spanish.

David Falls

David Falls has served as our Vice President of Accounting since March 2024 and previously served as our Corporate Controller from January 2006 through February 2024. During the past five years, Mr. Falls has led the Company’s accounting and financial reporting functions, including oversight of global accounting operations, financial reporting, treasury activities, budgeting, enterprise accounting systems, and internal controls. He has been with the Company for approximately 20 years and has played a key role in developing and managing its accounting organization and financial infrastructure.

Prior to joining the Company, Mr. Falls served as a Senior Accountant with The Archon Group L.P. Mr. Falls received a B.B.A. degree from Texas State University-San Marcos in 1994. Since November 2025, Mr. Falls has also served as Manager of 5 Falls LLC.

Ian Stuart

From April 2019 through October 2022, Mr. Stuart served as Global Chief Financial Officer of Morrow Sodali Global LLC, a global advisory firm providing proxy solicitation, corporate governance, and strategic advisory services to public companies. From November 2022 through January 2023, Mr. Stuart provided consulting services to Morrow Sodali Global LLC. From February 2023 through October 2025, Mr. Stuart was retired from full-time employment. Since November 2025, Mr. Stuart has served as a Director with CFO Consulting Partners, where he provides strategic financial advisory services on a part-time basis.

Number and Terms of Office of Officers and Directors

Our Board will consist of three members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

Our officers are appointed by the Board and serve at the discretion of the board of directors, rather than for specific terms of office. Our Board is authorized to appoint officers as it deems appropriate pursuant to our amended and restated certificate of formation.

Director Independence

The rules of Nasdaq require that a majority of directors be independent within one year of our initial public offering. However, as a “controlled company” we are exempt from the requirement to have a majority of independent directors and we intend to rely on this exemption so long as we remain a controlled company. Our Board has determined that Ian Stuart is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board

Upon the commencement of trading of our securities on Nasdaq, our Board will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We will establish an audit committee of the Board. Ian Stuart will serve as a member and chair of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the exception described below. Mr. Stuart is an independent director.

We intend to rely on the phase-in provisions of Nasdaq Listing Rule 5615(b), which permit companies listing in connection with their initial public offering to phase-in compliance with the requirement of having an audit committee composed of at least three independent directors. Our audit committee currently consists of one independent director. Under these phase-in provisions, we will be required to have at least two independent directors on our audit committee within 90 days of the date of listing and at least three independent directors on our audit committee within one year of the date of listing. We intend to comply with such requirements within the allotted time frames.

Mr. Stuart is financially literate and our Board has determined that Mr. Stuart qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

Compensation Committee

We will establish a compensation committee of our Board. The initial member of our compensation committee will be Ian Stuart and he will serve as chair of the compensation committee. We will adopt a compensation committee charter, which details the principal functions of the compensation committee, including:

The charter will provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our Board.

Code of Business Conduct and Ethics

We will adopt a code of ethics applicable to our directors, officers and employees (“Code of Ethics”) that complies with the rules and regulations of Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. We will file a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus is a part. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

EXECUTIVE COMPENSATION

Introduction

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to smaller reporting companies, as such term is defined in the rules promulgated under the Securities Act. This section describes the material components of the executive compensation program for our named executive officers (“NEOs”) for the fiscal years ended December 31, 2024 and December 31, 2025.

For fiscal years 2024 and 2025, our NEOs were:

This discussion may contain forward-looking statements that are based on current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in connection with or following the closing of the Initial Public Offering could vary significantly from historical practices and currently planned programs summarized in this discussion.

Executive Compensation Program

The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate, and retain outstanding individuals, align the interests of our executive team with those of our stockholders, encourage individual and collective contributions to the successful execution of our short and long-term business strategies, and reward NEOs for favorable performance.

Summary Compensation Table

The following table shows information concerning the annual compensation for services provided to us by our NEOs during fiscal year 2024 and 2025. Additional information on our NEOs annual compensation for fiscal year 2024 and 2025 is provided in the narrative sections following the Summary Compensation Table.

Narrative Disclosure to the Summary Compensation Table

Base Salaries

Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience, and sustained performance, as well as considering market competitive levels. For fiscal year 2025, the NEOs had the following base salary rates: Michael Thomas - $349,600, Kuoh Lee - $273,125 USD plus $96,000 SGD, and Chad Tomlinson - $225,680.

Non-Equity Incentive Compensation

All Company employees in good standing, including our NEOs, are eligible for the Company’s Valuing My Excellence Program (“VMEP”), a discretionary annual incentive bonus program, pursuant to which employees are eligible to receive up to 10% of their base salary based on the achievement of the following performance metrics: (i) company pre-tax profits, (ii) division performance, and (iii) individual performance.

Employee Benefits and Perquisites

In addition to any individual benefits set forth in each NEOs employment arrangements (described below), the NEOs are generally eligible to participate in certain executive and employee health and welfare, retirement and other employee benefit programs maintained and administered by the Company, on the same basis as other employees, subject to applicable law; provided that NEOs’ employee and dependent health care costs are paid by the Company.

Each NEO meeting the eligibility requirements is eligible to participate in a 401(k) plan, under which participants may elect to contribute a portion of their eligible compensation as pre-tax or Roth deferrals in accordance with the limitations imposed under the Code. The Company provides matching contributions for each of our employees who participate in the plan of 100% of the first 3% of eligible compensation deferred and 50% of the next 2% of eligible compensation deferred.

The Company also provides an automobile allowance to Messrs. Thomas and Lee.

Equity Incentive Awards

None of the Company’s named executive officers received equity compensation grants during the years ended December 31, 2024 and December 31, 2025.

For additional information about the Company’s equity compensation plans, please see the section titled “Equity Compensation Plans” below.

Agreements with our NEOs

Michael Thomas

In connection with the IPO, the Company expects to enter into an employment agreement with Mr. Thomas (the “Thomas Employment Agreement”), pursuant to which Mr. Thomas will serve as President and Chief Executive Officer of the Company. The Thomas Employment Agreement provides for an initial term of three years, with automatic annual renewals thereafter, unless earlier terminated. The following is a summary of the material terms of the Thomas Employment Agreement, which remains subject to negotiation and has not been finalized as of the date of this prospectus.

Under the Thomas Employment Agreement, Mr. Thomas would receive an initial annual base salary of $425,000, subject to periodic review and potential increase by the Board or a committee thereof. Mr. Thomas will be eligible for an annual performance bonus with a target bonus opportunity of up to 150% of his base salary (the “Performance Bonus”), determined based on achievement of company financial performance and strategic and operational objectives established by the Compensation Committee. In addition, Mr. Thomas would be eligible to participate in the Company’s equity incentive plans, including the 2026 Omnibus Incentive Plan, and to receive annual long-term incentive awards following the completion of this offering, with the amount and terms of such awards determined by the Compensation Committee. Mr. Thomas would be eligible to participate in the Company’s employee benefit plans and would be entitled to customary executive perquisites, including paid time off, reimbursement of business expenses and an automobile allowance.

The Thomas Employment Agreement will provide that, upon a termination of Mr. Thomas’s employment by the Company without Cause or by Mr. Thomas for Good Reason (each as defined therein), subject to his execution and non-revocation of a release of claims, Mr. Thomas will be entitled to receive: (i) continued payment of his base salary for twelve (12) months following termination; (ii) any earned but unpaid prior-year Performance Bonus; (iii) a pro-rata portion of his Performance Bonus for the year of termination, determined based on the greater performance for the year of termination and target performance for such year; (iv) Company-paid COBRA continuation coverage for up to twelve (12) months; and (v) treatment of equity awards in accordance with the terms of the 2026 Omnibus Incentive Plan and applicable award agreements. In the event such termination occurs within twelve (12) months following a Change in Control, the foregoing base salary severance described above will be paid in a lump sum within sixty (60) days following the date of termination in lieu of continued salary payments, while the remaining severance benefits will be provided on the same terms described above.

The Thomas Employment Agreement will also contain customary restrictive covenants, including a twelve (12)-month post-termination non-competition and non-solicitation provision, perpetual confidentiality obligations, an invention assignment provision, and mutual non-disparagement obligations.

Kuoh Lee

In connection with the IPO, the Company expects to enter into an employment agreement with Mr. Lee (the “Lee Employment Agreement”), pursuant to which Mr. Lee will serve as Executive Vice President and Chief Operating Officer of the Company. The Lee Employment Agreement is expected to provide for an initial term of three years, with automatic annual renewals thereafter, unless earlier terminated. The following is a summary of the anticipated material terms of the Lee Employment Agreement, which remains subject to negotiation and has not been finalized as of the date of this prospectus.

Under the Lee Employment Agreement, Mr. Lee would receive an initial annual base salary of $400,000, subject to periodic review and potential increase by the Board or a committee thereof. Mr. Lee will be eligible for an annual performance bonus with a target bonus opportunity of up to 150% of his base salary (the “Performance Bonus”), determined based on achievement of operational and commercial metrics, and strategic and organizational objectives established by the Compensation Committee. In addition, Mr. Lee would be eligible to participate in the Company’s equity incentive plans, including the 2026 Omnibus Incentive Plan, and to receive annual long-term incentive awards following the completion of this offering, with the amount and terms of such awards determined by the Compensation Committee. Mr. Lee would be eligible to participate in the Company’s employee benefit plans and would be entitled to customary executive perquisites, including paid time off, reimbursement of business expenses and an automobile allowance.

The Lee Employment Agreement is expected to provide that, upon a termination of Mr. Lee’s employment by the Company without Cause or by Mr. Lee for Good Reason (each as defined therein), subject to his execution and non-revocation of a release of claims, Mr. Lee will be entitled to receive: (i) continued payment of his base salary for twelve (12) months following termination; (ii) any earned but unpaid prior-year Performance Bonus; (iii) a pro-rata portion of his Performance Bonus for the year of termination, equal to the greater of target Performance Bonus for the year of termination or his actual Performance Bonus earned for the immediately preceding fiscal year; (iv) Company-paid COBRA continuation coverage for up to twelve (12) months; and (v) treatment of equity awards in accordance with the terms of the 2026 Omnibus Incentive Plan and applicable award agreements. In the event such termination occurs within twelve (12) months following a Change in Control, the foregoing base salary severance described above will be paid in a lump sum within sixty (60) days following the date of termination in lieu of continued salary payments, while the remaining severance benefits will be provided on the same terms described above. In addition, any outstanding time-based equity awards that would otherwise vest during the twelve (12)-month period following the termination date will become fully vested as of the termination date, and any outstanding performance-based or milestone-based equity awards will vest based on actual performance through the termination date, as determined by the Board in good faith. The bonus payments and COBRA benefits described above will continue to be provided on the same terms.

The Lee Employment Agreement is also expected to contain customary restrictive covenants, including a twelve (12)-month post-termination non-competition and non-solicitation provision, perpetual confidentiality obligations, an invention assignment provision, and mutual non-disparagement obligations.

Chad Tomlinson

We entered into an amended offer letter with Mr. Tomlinson, effective as of January 1, 2023, pursuant to which Mr. Tomlinson serves as Vice President of Process Solutions. Pursuant to his agreement, Mr. Tomlinson is entitled to receive a base salary of $195,000 and is eligible for the Company’s VMEP incentive bonus program. Mr. Tomlinson’s employment pursuant to the offer letter is “at-will” and is terminable by either party for any reason and with or without cause or prior notice.

Equity Compensation Plans

The following summarizes the material terms of the Company’s equity compensation plans.

2026 Omnibus Incentive Plan

On June 26, 2026, our Board and stockholders, respectively, approved the 2026 Omnibus Plan. The 2026 Omnibus Plan is intended to promote the long-term success of the Company by aligning the interests of employees, directors and consultants with those of our stockholders, encouraging individual performance, fostering teamwork and enabling us to attract and retain the talent necessary to drive our growth following the direct listing of our common stock.

The 2026 Omnibus Plan authorizes the grant of a broad array of equity and cash-based awards, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards (including performance-conditioned restricted stock and restricted stock units), other share-based awards and other cash-based awards, or any combination of the foregoing, each as determined by the plan administrator.

The 2026 Omnibus Plan initially reserves 10,000,000 shares of our common stock for issuance, subject to adjustment for stock splits, recapitalizations and similar events. Beginning January 1, 2027 and on the first trading day of each calendar year thereafter, the share reserve will automatically increase by a number of shares equal to five percent (5%) of the total outstanding shares of our common stock on the last day of the immediately preceding calendar year, unless the Board determines prior to the date of increase that no such increase (or a lesser increase) will occur. Shares underlying awards that expire, are forfeited, or are settled in cash (including shares surrendered or withheld to cover exercise prices or tax withholding obligations) generally become available again for future awards under the 2026 Omnibus Plan; however, shares tendered to pay an exercise price, withheld to satisfy tax obligations, or repurchased on the open market with option proceeds will not again become available for issuance. 

The Board administers the 2026 Omnibus Plan and may delegate its authority to a committee of the Board or, within prescribed limits, to one or more officers. The administrator has broad discretionary authority to, among other things: select eligible participants; determine the type, size and terms of awards (including performance goals, vesting conditions, exercise prices and expiration dates); accelerate or extend vesting or exercise; interpret and amend the plan and outstanding awards; and establish rules for plan administration.

Options and stock appreciation rights (“SARs”) granted under the 2026 Omnibus Plan must have an exercise price (or base price, in the case of SARs) at least equal to the fair market value of our common stock on the date of grant (110 percent of fair market value for incentive stock options granted to holders of 10 percent or more of our total voting power). Options and SARs may have a term of up to ten years, except that incentive stock options granted to 10 percent stockholders may not exceed a five-year term. The administrator determines vesting schedules for all awards; however, stock options and other full-value awards are generally expected to vest over time or upon achievement of performance goals.

Upon certain changes in our capitalization (for example, stock splits, mergers or similar events), the administrator will make equitable adjustments to the number and type of shares reserved under the 2026 Omnibus Plan and to outstanding awards (including, as applicable, the number of shares and exercise prices). In connection with a change in control, the administrator may, in its discretion, provide for the assumption, substitution, or cash-out of outstanding awards, or for their termination if the exercise price equals or exceeds the consideration payable to stockholders. If a participant’s employment is terminated without Cause or resigns for Good Reason (as each term is defined in the applicable award agreement or other applicable agreement) within twelve months after a change in control, the participant’s awards under the 2026 Omnibus Plan will become fully vested.

The 2026 Omnibus Plan allows the administrator to establish procedures for satisfying tax-withholding obligations, including by withholding shares otherwise deliverable upon exercise, vesting or settlement, or by accepting previously owned shares. Awards may be settled in shares, cash, or a combination of both, as provided in the applicable award agreement.

Unless earlier terminated by the Board, the 2026 Omnibus Plan will remain in effect until the day immediately preceding the tenth (10th) anniversary of the earlier of (a) its effective date or (b) the date the Plan was adopted by the Board, and no awards may be granted under the Plan thereafter.

The foregoing summary of the 2026 Omnibus Plan is qualified in its entirety by reference to the full text of the plan, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference.