As filed with the U.S. Securities and Exchange Commission on September 8, 2025

Registration No. 333-[—]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Ultratrex Inc.
(Exact name of Registrant as specified in its charter)

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Not Applicable
(Translation of Registrants name into English)

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220 Orchard Road
Unit 05-02, Midpoint Orchard
Singapore 238852
Tel: +65 6235 3388

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

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Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

800-221-0102

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

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Copies to:

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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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

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

Emerging growth company ☒

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

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

TABLE OF CONTENTS

Until             , 2025 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Class A Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Neither we, nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we, nor the underwriters take responsibility for, and provide no assurance about the reliability of, any information that others may give you. Please read this prospectus carefully. It describes our business, our financial condition and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

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

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with the provisions of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on June 30 of each year. References in this prospectus to a financial year, such as “financial year 2024”, relate to our financial year ended June 30 of that calendar year.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of the Malaysian Ringgit, Indonesian Rupiah and Japanese Yen into U.S. dollars for the financial years ended June 30, 2024 and June 30, 2023, the exchange rate set forth in the H10 statistical release of the Federal Reserve Board and Bank Indonesia on June 30, 2024.

We make no representation that the Malaysian Ringgit, Indonesian Rupiah, Japanese Yen, or Singapore dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars, as the case may be, at any particular rate or at all.

MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from market research, reports of governmental and international agencies and industry publications, gathered by the Company. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

•        our business and operating strategies and our various measures to implement such strategies;

•        our operations and business prospects, including development and capital expenditure plans for our existing business;

•        changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;

•        our financial condition, results of operations and dividend policy;

•        changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

•        the regulatory environment and industry outlook in general;

•        future developments in the supply of safety equipment market and actions of our competitors;

•        catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

•        the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

•        the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;

•        our ability to execute our strategies;

•        changes in the need for capital and the availability of financing and capital to fund those needs;

•        our ability to anticipate and respond to changes in the markets in which we operate, and in client demands, trends and preferences;

•        exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;

•        changes in interest rates or rates of inflation; and

•        legal, regulatory and other proceedings arising out of our operations.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The markets for the supply of safety equipment may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

DEFINITIONS

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“CAGR” means compound annual growth rate.

“Company,” “our Company,” or “Ultratrex” means Ultratrex Inc. (Company No. 413086), an exempted company incorporated in the Cayman Islands with limited liability on August 15, 2024.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Directors” means the directors of our Company as at the date of this prospectus, unless otherwise stated.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Executive Directors” means the executive Directors of our Company as at the date of this prospectus, unless otherwise stated.

“Executive Officers” means the executive officers of our Company as at the date of this prospectus, unless otherwise stated.

“Group,” “our Group,” “we,” “us,” or “our” means our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.

“Independent Directors Nominees” means the independent non-executive director nominees of our Company as at the date of this prospectus, unless otherwise stated.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company.

“Memorandum and Article of Association” means the memorandum and article of association of the Company filed with the Registry of Companies of the Cayman Islands on August 15, 2024.

“S$” or “SGD” or “Singapore Dollars” means Singapore dollar(s), the lawful currency of Singapore.

“RM” means Malaysian ringgit, the lawful currency of Malaysia.

“IDR” or “Rupiah” means Indonesian Rupiah, the lawful currency of Indonesia.

“JPY” or “¥”, means the Japanese Yen, the lawful currency of Japan.

“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Ultratrex Indonesia” means PT Ultratrex Indonesia (Business Identification Number 8120008722075), a limited liability company duly incorporated under the laws of the Republic of Indonesia.

“Ultratrex Japan” means Ultratrex Co., Ltd (Company No.: 0124-01-029719), a company incorporated in Japan with limited liability on 27 January 2015, and having its business address at 1-8-2 Marunouchi, Chiyoda-ku, Tokyo, Japan.

“Ultratrex Malaysia” means Ultratrex Machinery Sdn Bhd (Registration No 200801031690 (833023-M)) a limited liability company duly incorporated under the laws of Malaysia.

“Ultratrex Machinery Indonesia” means PT Ultratrex Machinery Indonesia (Business Identification Number 0602230033387), a limited liability company duly incorporated under the laws of the Republic of Indonesia.

“Ultratrex Singapore” means Ultratrex Asia Pacific Pte. Ltd. (UEN. 20246703M), a company incorporated in Singapore with limited liability on 03 July 2024, and having its business address at 220 Orchard Road, #05-02 Midpoint Orchard, Singapore 238852.

“Ultratrex (Indonesia)” means Ultratrex Indonesia and Ultratrex Machinery Indonesia collectively.

“US$,” or “USD” or “United States Dollars” means United States dollar(s), the lawful currency of the United States of America.

RISK FACTORS

Investing in our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

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

Risks Related to Our Business and Industry

Our business is subject to the risk of non-payment or delayed payment by our customers, which could adversely affect our financial condition and results of operations.

As at June 30, 2023 and 2024, approximately 57% and 42% of the Group’s trade receivable arose from four and two groups of customers respectively. Customers are grouped according to their credit characteristics. The ability of these parties to pay their obligations may be adversely affected by changes in their financial condition or other factors. We may experience difficulty collecting accounts receivable due to disputes or financial difficulties of these customers, which could result in write-offs or bad debt expense, which may have a material adverse effect on our financial condition, and results of operations.

A significant portion of our trading revenue is derived from state-owned enterprises and government organizations in Indonesia, and any reduction in orders, delays in payment, or contract terminations by these customers could materially and adversely affect our business, financial condition, and results of operations.

For the six months ended December 31, 2024 and the fiscal year ended June 30, 2024, approximately 48.6% and 50.3% of our total trading revenue was derived from state-owned enterprises and government organizations in Indonesia respectively. These customers may be subject to changes in government policy, political developments, budgetary constraints or regulatory shifts that could affect their purchasing decisions. In some cases, payments from these entities may be delayed due to internal government procedures or funding cycles. Any significant decrease in the volume of orders from these customers, failure to renew contracts, delayed payments, or contract cancellations could materially and adversely affect our revenue and operating results.

Our operating results are difficult to predict.

Revenue from our operating segments have varied significantly in the past and may continue to do so in the future. Factors that cause our operating results to be unpredictable include other factors described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors that Affect Results of Operations” of this prospectus. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on our business, financial condition and results of operations that could adversely affect our share price.

Fluctuations in the price or availability of steel may adversely affect our financial results.

Steel represents a significant portion of our production costs. An increase in steel prices would directly increase the cost of manufacturing of our machines. If the Company is unable to increase the quotations for its machines to customers to cover the increased costs, our profitability may be adversely affected. Manufacturing costs can fluctuate significantly and is subject to many economic and political factors that are beyond our control, including political instability in oil-producing regions and the global geopolitical landscape. In the event of a significant rise in steel prices, our related costs may increase and our gross profit may decrease if we are unable to adopt any effective cost control measures or pass on the rising costs to our customers.

We depend on third parties for spare parts essential to operate our business.

We rely on suppliers and subcontractors to provide parts to us and provide transportation services for our customers to support our operations. We cannot assure you that our favorable working relationships with our suppliers and subcontractors will continue in the future. As we do not sign any long-term contracts with our suppliers and subcontractors, there is no assurance that they will be able to continue to provide equipment and services at acceptable prices or that we can maintain our relationship with them in the future. In the event that any of the major suppliers and subcontractors are unable to provide the required parts and services and we are unable to engage alternative providers on similar terms, or the costs for such parts and services increase substantially, our business and profitability could be materially and adversely affected.

A significant portion of our business is schedule driven, and failure to meet the schedule requirements of contracts could adversely affect our reputation and/or expose us to financial liability.

Certain revenue originates from fixed unit price contracts of amphibious excavators where we will guarantee completion of an order by a certain date. Any failure to meet the contractual schedule or completion requirements set forth in the contracts could subject us to costs resulting from the delay, generally in the form of contractually agreed-upon liquidated damages, liability for our customer’s actual costs arising out of such delay, reduced profits or a loss on that project. This could damage our reputation, and result in a material adverse impact to our financial position.

Failure to maintain safe work sites at our manufacturing facilities could result in significant losses, which could materially affect our business and reputation.

Because employees of our company and other parties on site are often in close proximity with mechanized equipment, moving vehicles, and dangerous manufacturing processes, our manufacturing and maintenance sites are potentially dangerous workplaces. Therefore, safety is a primary focus of our business and is critical to our reputation and performance. Unsafe work conditions also can increase employee turnover, which increases project costs and, therefore, our overall operating costs. If we fail to implement safety procedures or implement ineffective safety procedures, employees could be injured, and we could be exposed to investigations and possible litigation. Our failure to maintain adequate safety standards through safety programs could also result in reduced profitability or the loss of projects or customers.

We are exposed to disputes and claims arising from site accidents due to the usage of our equipment.

Environmental and land reclamation, construction and civil engineering are high-risk industries in which risks of injuries, fatalities and property damage due to accidents are more likely to occur. Claims may be made against us on grounds such as defective or malfunctioning machinery resulting in injuries, fatalities and property damage. In the event that we are required to pay damages arising from disputes, our reputation and profitability will be adversely affected. Although we have sought protection against the risk of such liabilities through regular servicing and maintenance of our dredging equipment and obtaining the necessary insurance coverage for our amphibious excavators before sale to our customers, we believe that it is not possible for us to be fully insured against every conceivable risk that we may be exposed to.

If any accidents are not covered by our insurance policies and claims arising from such accidents are in excess of our insurance coverage or if any of our insurance claims are contested by any insurance company, we may be required to pay for such compensation, which may have a material and adverse impact on our financial performance. In addition, the payment by our insurers of such insurance claims may result in increases in the premiums payable by us for our insurance. This will also increase the costs of our operations and adversely affect our financial performance.

We leverage subcontractors and suppliers in our manufacturing process and supply the necessary parts of the machinery.

In line with the usual practice of the heavy machinery industry, we engage third-party subcontractors and suppliers to perform a portion of the work and to supply the necessary parts of the machinery instead of retaining a large pool of labor with different skill sets to maximize our cost efficiency and flexibility. As is customary in the industry, subcontractors are informally engaged, with services rendered invoiced and settled periodically. This helps us to maintain additional capacity as required in our manufacturing process.

Apart from the effect of any significant increase in the subcontracting costs that may impact our profitability, we or our operating subsidiaries may also be exposed to other legal liabilities if we are not able to monitor the performance of our subcontractors, or if our subcontractors violate any laws, rules, or regulations in relation to health and safety

matters. We are further exposed to risks associated with any non-performance, delayed performance, or sub-standard performance by our subcontractors or their respective employees and may incur additional costs or be subject to liability due to delay in schedule or defect in the work of the subcontractors or if there is any accident-causing personal injuries or death to the subcontractors’ employees. These events may adversely impact our profitability, financial performance, and reputation, as well as result in litigation or damages claims.

In addition, our subcontractors may not always be readily available when our needs for subcontracting arise, and there is no assurance that we would be able to maintain good working relationships with our subcontractors in the future. Since we have not entered into any long-term service agreement with the subcontractors, they are not obliged to work for us on similar terms and conditions. There is no assurance that we would be able to find suitable alternative subcontractors for our manufacturing requirements, which would in turn adversely affect our performance capacity and financial results.

There is no guarantee that safety measures and procedures implemented at our production sites could prevent the occurrence of industrial accidents of all kinds, which in turn might lead to claims in respect to employees’ compensation, personal injuries, fatal accidents, and/or property damages against us.

We have adopted certain work safety measures and procedures for our staff. We rely on our staff to oversee the implementation of safety measures and procedures, and we cannot guarantee that all of the safety measures and procedures are strictly adhered to at any time, nor can we assure you that the safety measures and procedures are sufficient to prevent the occurrence of industrial accidents of all kinds. If the safety measures and procedures implemented at the production sites are insufficient or not strictly adhered to, it may result in industrial accidents that would in turn lead to claims in respect to employees’ compensation, personal injuries, fatal accidents, and/or property damage against us.

Cash inflows and outflows may be irregular and, thus, may affect our net cash flow position.

Cash inflows and outflows may be irregular and could impact our overall cash flow. During production, we may incur various costs, including purchase costs of production materials and supplies and settlement of our workers’ salaries and our subcontractors’ fees. However, payments from customers are often only received upon delivery of our products. As a result, cash inflows and outflows may fluctuate depending on the production schedule and payment terms. If we take on multiple capital-intensive orders during a period of reduced cash inflows, our cash flow position may be adversely affected.

Further, we are subject to credit risks from our customers and our liquidity is dependent on our customers making prompt progress payments due to us. We rely on cash inflow from our customers to meet our payment obligations to our suppliers and subcontractors. As such, we may record a significant cash outflow in the event that we take up too many capital-intensive orders during a particular period of time.

We cannot assure you that we will be able to recover all or any part of the amounts due from our customers or we will be able to collect all or any part of the trade receivables from our customers within the agreed credit terms or at all. Any failure by our customers to make payments on time and in full may lead to mismatch in cash flows, which will negatively affect our cash flow position and affect our ability to repay suppliers and subcontractors. This will negatively affect our business operation and financial performance.

Claims in connection with employees’ compensation or personal injuries may arise and affect our reputation and operations.

Injuries to workers and casualties at production sites are a common inherent risk. Claims of such nature expose us to the risk of bearing higher insurance premiums in the future and may damage our operating subsidiary’s reputation as a main contractor if they turn into high-profile cases and become widely reported in the media or within the industry. Such incidents may negatively affect our business prospects, reputation, and results of operations.

We are dependent on our key executives, management team, and professional staff.

Our success and growth depend on the knowledge, experience, and expertise of our management team who is responsible for overseeing the financial condition and performance and formulating business strategies. For example, our executive directors, each has over 10 years of experience in the manufacturing and sales of amphibious machinery, aquatic weed harvesters and dredgers.

As our work focuses on various work scopes, including the overall management of the manufacturing process, it is important for us to retain our management staff and technical personnel with appropriate and necessary industry expertise. We have entered into a service agreement with each of the directors and employment contracts with our senior management and technical personnel. These service agreements and employment contracts can be terminated by either senior management or the directors. There could be an adverse impact on our operations should a significant number of the directors, senior management, or other key personnel with relevant expertise terminate his or her employment with us and appropriate persons could not be found to replace them in a timely manner. There is no assurance that we will be able to attract and retain capable staff members or that they will not resign in the future.

We may be unable to obtain sufficient funding on terms acceptable, or at all.

The future expansion of our business may require it to incur additional borrowings and diversify sources of funding. Whether we are able to raise additional capital at costs acceptable depends on the financial success of the current business of our operating subsidiary and the successful implementation of key strategic initiatives. This may be affected by various financial, economic, and market conditions and other factors, some of which are beyond our or our operating subsidiary’s control. If we are unable to obtain sufficient banking facilities on acceptable terms to meet its operational and expansion demands, this may put strains on our cash flow and our ability to successfully implement our expansion plans.

The insurance coverage of our Company may be inadequate to protect it from potential losses.

In Malaysia, we maintain insurance coverage against (i) liability for third-party bodily injury at our office premises, (ii) employees’ compensation insurance for our employees, (iii) property risks including theft and damage to property prior to sale of our products to customers, (iv) key person insurance; and (v) group medical insurance. In Indonesia, our coverage consists of motor vehicle insurance and marine cargo inter-insular insurance. We lack product liability insurance in both Malaysia and Indonesia to guard against claims by customers for defective or malfunctioning equipment after sale. The property all risks policy in Malaysia only covers risks prior to the sale of our products to customers.

In Indonesia, we enroll our employees in government-run insurance programs as required under Law No. 24 of 2011 on the Social Security Organizing Agency, as amended by Law No. 6 of 2023 on the Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation. These programs include Health Social Security and Manpower Social Security. Manpower Social Security specifically provides coverage for Occupational Accident Security, Death Security, Old Age Security, Pension Security, and Job Loss Security.

There is no assurance that all potential losses and expenses incurred from damages or liabilities in relation to business can be fully covered by the insurance taken out by us. To the extent that the insurance does not cover such losses, damage, or liabilities, or held liable for insured losses exceeding insurance coverage, the resulting payment to cover such losses, damage, or liabilities may have a material adversely effect on our business. We intend to address these gaps by procuring additional insurance coverage following post-offering to better safeguard against potential risks and liabilities.

We may be subject to litigation, arbitration, or other legal proceeding risks.

We may be subject to arbitration claims and lawsuits in the ordinary course of our business. As of the date of this prospectus, the Company, our directors and senior management are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations. Actions brought against us may result in settlements, awards, injunctions, fines, penalties, and other results adverse to us. A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

We rely on a stable workforce to carry on our business. If we experience any shortage of labor, industrial actions, strikes, or material increase in labor costs, our operations and financial results would be adversely affected.

We rely on a stable workforce to carry on our business. In view of the current situation in the labor market, there is no assurance that the supply of labor and average labor costs will be stable. We are susceptible to labor shortage, and our subcontracting costs include the labor costs of our subcontractors. If there is a significant increase in the costs of labor and we have to retain more labor by increasing their wages, the staff cost will increase and thus lower our profitability.

On the other hand, if we fail to retain our existing labor and/or recruit sufficient labor in a timely manner to cope with our existing or future manufacturing demands, we may not be able to complete our orders on schedule and may be subject to liquidated damages and/or incur a loss.

We may be unable to successfully implement our future business plans and objectives.

Our future business plans may be hindered by factors beyond our control, such as competition within the industry we operate; our ability to cope with high exposure to financial risk, operational risk, market risk, and credit risk as our business and customer base expands; and our ability to provide, maintain, and improve the level of human and other resources in servicing customers. As such, we cannot assure that our future business plans will materialize, that our objectives will be accomplished fully or partially, or that our business strategies will generate the intended benefits to us as initially contemplated. If we fail to implement our business development strategies successfully, our business performance could be materially and adversely affected.

We may in the future pursue acquisitions and joint ventures as part of our growth strategy. Any future acquisition or joint venture may result in exposure to potential liabilities of the acquired companies and significant transaction costs, and it may also present new risks associated with entering additional markets or offering new products or services and integrating the acquired companies or newly established joint ventures. Moreover, we may not have sufficient management, financial, and other resources to integrate companies we acquire or to successfully operate joint ventures, and we may be unable to profitably operate our expanded company structure. Additionally, any new business that we may acquire or joint ventures we may form, once integrated with our existing operations, may not produce expected or intended results.

Our business may be affected by technological changes and developments.

We may be affected by rapid changes in technology, changing market trends and evolving industry standards across all areas of our business. The risks we may face include but are not limited to:

(a)     not being able to anticipate and adapt to new technology and developing technology trends in the heavy machinery;

(b)    our competitors developing more innovative and efficient solutions as compared to us; and

(c)     not being able to expand our suite of solutions and resources quickly enough to keep up with demand.

Accordingly, our success depends on our ability to innovate and adapt our solutions to meet evolving industry standards and our customers’ expectations. We have invested, and expect to continue to invest, substantial time, capital, and other resources in understanding the needs of our customers and developing technologies, tools, features, and service offerings to meet those needs. Our current and future offerings might not be satisfactory to or broadly accepted by customers, or competitive with the offerings of our competitors. If our current or future offerings are unable to meet industry and customer expectations in a timely and cost-effective manner, our business, prospects, financial condition, and results of operations may be adversely affected.

Furthermore, technological development is inherently challenging, time-consuming, and expensive, and the nature of development cycles may result in delays between the time we incur expenses and the time we make available new offerings and generate revenue, if any, from those investments. Anticipated customer demand for an offering we are developing could also decrease after the development cycle has commenced, and we would not be able to recoup substantial costs we incurred. In addition, we might not be able to identify, design, develop, implement, and utilize, in a timely and cost-effective manner, technology necessary for us to compete effectively, that such technology will be commercially successful, or that products and services developed by others will not render our offerings non-competitive or obsolete. If we do not achieve the desired outcome from our technological investments, our business, prospects, financial condition, and results of operations may be adversely affected.

A severe or prolonged downturn in the global economy, whether caused by economic or political instability, could materially and adversely affect our business and results of operations.

The rise in central bank interest rates to combat inflation and Russia’s war in Ukraine have contributed to the diminished expectations for economic growth around the world. While, growth in emerging markets and developing economies in Asia is projected to moderately grow, any prolonged slowdown in the global, Indonesian or Malaysian economies may have a negative impact on our business, results of operations, and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Our business is conducted only through our operating subsidiaries in Indonesia and Malaysia and is therefore heavily dependent on the economy of Indonesia and Malaysia. Economic conditions in Indonesia and Malaysia are highly sensitive to global cycle and money flows. If there is any significant decline in the Indonesia and Malaysia economy and we are unable to generate business in other geographic locations, our profitability and business prospects will be materially affected. Also, major market disruptions and adverse changes in market conditions and uncertainty in the regulatory climate worldwide may adversely affect our business and industry or impair our ability to borrow or make any future financial arrangements.

Russia’s invasion of Ukraine has destabilized the global economy. Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union, and other countries against Russia. This has led to a severe energy crisis in Europe with widespread effect, including increasing cost of living in the region, bringing with it tightening monetary conditions and appreciation of the US dollar against most other currencies. Although we do not have any direct exposure to Russia or the adjoining geographic regions the knockdown effects on the global economy and the ramifications from the war could affect our business. Any such disruptions caused by Russian military action or resulting sanctions may also magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the business outlook of our business.

Recent geopolitical developments, including the announcement on April 2, 2025, by U.S. President Donald J. Trump of sweeping tariffs on a wide range of imports — including significant duties on goods from countries such as Indonesia and Malaysia — may have an adverse effect on the global economy. Although we do not currently export to the United States, we intend to do so in the future, and such measures could limit our ability to enter or compete in that market. These tariffs may also contribute to broader economic uncertainty, disrupt regional trade flows, and increase costs in our supply chain. Any resulting slowdown in global economic activity or increased barriers to trade could materially and adversely affect our business and results of operations.

The effect and impact of the recently enacted Omnibus Law on job creation in Indonesia are not immediately known and subject to ongoing review.

On November 2, 2020, the Government of Indonesia issued the Omnibus Law under Law Number 2 of 2022 regarding Job Creation, which aims to attract investment, create new jobs, and stimulate the economy by, among other things, simplifying the licensing process and harmonizing various laws and regulations, and making policy decisions faster for the central government to respond to global or other changes or challenges. The Omnibus Law amended more than 75 laws and has issued at least 51 implementing regulations making the Omnibus Law one of the most sweeping regulatory reform in Indonesian history.

Following Constitutional Court Decision No. 91/PUU-XVIII/2020 dated November 25, 2021, Indonesia further enacted Government Regulation in Lieu of Law Number 2 of 2022 regarding Job Creation. In 2023, this regulation was incorporated into Law under Law No. 6 of 2023, stipulating Government Regulation No. 2 of 2022 in lieu of Law No. 11 of 2020 regarding Job Creation.

The Omnibus Law introduces a number of new concepts, including a new risk-based assessment (i.e. low, medium and high risks) in issuing licenses for businesses, removes foreign ownership restrictions in various industries, simplifies environmental assessment requirements and licensing procedures, and provides a more flexible manpower regulations. Given the extensive breadth of changes introduced by the Omnibus Law and pending of its implementing regulations, there are still uncertainties on whether the implementing regulations will have any impact on Ultratrex (Indonesia)’s business and operation in Indonesia. Therefore, Ultratrex (Indonesia) is subject to the potential risk that compliance with the Omnibus Law and its implementing regulations may be challenging and may potentially distract our management, and may also require us to alter operations, which in turn could potentially impact our results of operations.

Current political and social events in Indonesia may adversely affect our business.

Since 1998, Indonesia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable nature of Indonesia’s changing political landscape. In 1999, Indonesia conducted its first free elections for representatives in parliament. In 2004, 2009, 2014, and 2019 elections were held in Indonesia

to elect the President, Vice-President and representatives in parliament. Indonesia also has many political parties, without any one party holding a clear majority. Due to these factors, Indonesia has, from time to time, experienced political instability, as well as general social and civil unrest. For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities both for and against former presidents Abdurrahman Wahid, Megawati Soekarnoputri and Susilo Bambang Yudhoyono and current President Joko Widodo as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-corruption measures, decentralization and provincial autonomy, and the American-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally peaceful, some turned violent.

Furthermore, separatist movements and clashes between religious and ethnic groups have also resulted in social and civil unrest in parts of Indonesia, such as Aceh in the past and in Papua, where there have been clashes between supporters of those separatist movements and the Indonesian military, including continued activity in Papua, by separatist rebels that has led to violent incidents. There have also been inter-ethnic conflicts, for example in Kalimantan, as well as inter-religious conflict such as in Maluku and Poso.

Furthermore, labor issues have gained prominence in Indonesia. In 2003, the government enacted a new labor law that offered enhanced protections for employees. Periodic attempts to diminish these protections have sparked public protests as workers reacted to unfavorable policies. Also, these protests have recently arisen due to regulations seen as detrimental to them under the Omnibus Law, which significantly amended the 2003 labor law.

Indonesia effectively conducted its general election in February 2024, where President Prabowo Subianto emerged as the winner among the three candidates. Following the inauguration of President Prabowo Subianto in October 2024, the Indonesian government has emphasized continuity in pursuing large-scale infrastructure development, expansion of defense capabilities, and policies directed at supporting economic growth and stability. Recently, the Government of Indonesia established Danantara, a new institution tasked with managing the profits of state-owned enterprises (SOEs) and undertaking investment activities, including exercising oversight of SOEs. The establishment of Danantara represents a significant policy shift, as it is expected to reshape both the investment landscape of Indonesian SOEs and the framework of SOE supervision. Nevertheless, the mandate, authority, and operational model of Danantara remain new and unprecedented, and its future development and impact on SOE business in Indonesia are uncertain. Market participants continue to closely monitor how Danantara will exercise its supervisory role, how it will interact with existing ministries and regulators, and whether its establishment may lead to changes in the autonomy or strategic direction of SOEs.

In parallel, Indonesia is experiencing heightened public debate concerning fiscal priorities, democratic governance, and the role of the military in civilian and economic affairs. These debates have coincided with recent nationwide demonstrations in Jakarta and other major cities. The protests, which initially began in response to controversy over the House of Representatives’ housing allowances, have since escalated into broader expressions of dissatisfaction over economic inequality, corruption, and institutional accountability. Instances of unrest have included attacks on public facilities, vandalism of government buildings, and confrontations with security forces, underscoring the depth of public frustration with current governance and economic management.

Accordingly, there can be no assurance that social, political, and civil disturbances will not occur in the future or on a broader scale, or that such disturbances will not, directly or indirectly, materially and adversely affect our business, financial condition, results of operations, and prospects.

Deterioration of political, economic and security conditions in Indonesia may adversely affect our operations and financial results.

Any major hostilities involving Malaysia and Indonesia, a substantial decline in the prevailing regional security situation or the interruption or curtailment of trade between Malaysia and Indonesia and its present trading partners could have a material adverse effect on Ultratrex Malaysia and Ultratrex (Indonesia)’s operations respectively and, as a result, our financial results.

Prolonged and/or widespread regional conflict in the Southeast Asia could have the following results, among others:

•        capital market reassessment of risk and subsequent redeployment of capital to more stable areas making it more difficult for Ultratrex Malaysia and Ultratrex (Indonesia) to obtain financing for potential development projects;

•        security concerns in Indonesia, making it more difficult for Ultratrex Malaysia and Ultratrex (Indonesia)’s personnel or supplies to enter or exit the country;

•        security concerns leading to evacuation of Ultratrex Malaysia and Ultratrex (Indonesia)’s personnel; and

•        loss of property and/or interruption of Ultratrex Malaysia and Ultratrex (Indonesia) and our business plans resulting from hostile acts could have a significant negative impact on our earnings and cash flow. In addition, we may not have enough insurance to cover any loss of property or other claims resulting from these risks.

Terrorist activities in Indonesia could destabilize Indonesia, which would adversely affect Ultratrex (Indonesia) and our business, financial condition and results of operations, and the market price of our securities.

There have been a number of terrorist incidents in Indonesia, including the May 2005 bombing in Central Sulawesi, the Bali bombings in October 2002 and October 2005 and the bombings at the JW Marriot and Ritz Carlton hotels in Jakarta in July 2009, which resulted in deaths and injuries. On January 14, 2016, several coordinated bombings and gun shootings occurred in Jalan Thamrin, a main thoroughfare in Jakarta, resulting in a number of deaths and injuries.

Although the Government has successfully countered some terrorist activities in recent years and arrested several of those suspected of being involved in these incidents, terrorist incidents may continue and, if serious or widespread, might have a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy and may also have a material adverse effect on Ultratrex (Indonesia) and our business, financial condition, results of operations and prospects and the market price of our securities.

Fluctuations in the value of the Malaysian Ringgit and Indonesian Rupiah may materially and adversely affect us.

Whilst our functional currency is the Malaysian Ringgit, depreciation and volatility of the Malaysian Ringgit against U.S. Dollar and Indonesian Rupiah could potentially affect Ultratrex Malaysia and Ultratrex (Indonesia) and in turn, our business. A sharp depreciation of the Malaysian Ringgit and Indonesian Rupiah may potentially create difficulties in purchasing imported goods and services which are critical for Ultratrex Malaysia and Ultratrex (Indonesia)’s operation. As shown during the Asian monetary crisis in 1998, imported goods became scarce as suppliers often chose to keep their stocks in anticipation of further deterioration of the Malaysian Ringgit and Indonesian Rupiah.

In addition, while the Malaysian Ringgit and Indonesian Rupiah has generally been freely convertible and transferable, from time to time, Bank Negara and Bank Indonesia has intervened in the currency exchange markets in furtherance of its policies, either by selling Malaysian Ringgit and Indonesian Rupiah or by using its foreign currency reserves to purchase Malaysian Ringgit and Indonesian Rupiah. We can give no assurance that the current floating exchange rate policy of Malaysian Ringgit and Bank Indonesia will not be modified or that the Government will take additional action to stabilize, maintain or increase the Malaysian Ringgit and Indonesian Rupiah’s value, or that any of these actions, if taken, will be successful. Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange controls, or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic recession or loan defaults, and as a result, Ultratrex Malaysia and Ultratrex (Indonesia) may also face difficulties in funding Ultratrex Malaysia’s and Ultratrex (Indonesia)’s capital expenditures and in implementing their business strategy. Any of the foregoing consequences could have a material adverse effect on our business, financial condition, results of operations and prospects.

Indonesia is vulnerable to natural disasters and events beyond our control, which could adversely affect our business and operating results.

Many parts of Indonesia, including areas where Ultratrex (Indonesia) operate, are prone to natural disasters such as floods, lightning strikes, cyclonic or tropical storms, earthquakes, volcanic eruptions, droughts, power outages and other events beyond Ultratrex (Indonesia)’s control. The Indonesian archipelago is one of the most volcanically active regions in the world as it is located in the convergence zone of three major lithospheric plates. It is subject to significant seismic activity that can lead to destructive earthquakes, tsunamis or tidal waves. Flash floods and more widespread flooding also occur regularly during the rainy season from November to April. Cities, especially Jakarta, are frequently subject to severe localized flooding which can result in major disruption and, occasionally, fatalities. Landslides regularly occur in rural areas during the wet season. From time to time, natural disasters have killed, affected or displaced large numbers of people and damaged our equipment. We cannot assure you that future natural disasters, such as the spread of the novel

coronavirus, will not have a significant impact on Ultratrex (Indonesia), us, or Indonesia or its economy. A significant earthquake, other geological disturbance or weather-related natural disaster in any of Indonesia’s more populated cities and financial centers could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

We may be affected by uncertainty in the balance of power between local governments and the central government in Indonesia.

Indonesian Law No. 25 of 1999 regarding Fiscal Decentralization and Law No. 22 of 1999 regarding Regional Autonomy were passed by the Indonesian parliament in 1999 and further implemented by Government Regulation No. 38 of 2007. Law No. 22 of 1999 was later revoked and replaced by the provisions on regional autonomy in Law No. 32 of 2004, amended by Law No. 8 of 2005 and Law No. 12 of 2008. Law No. 32 of 2004 and its amendments were eventually superseded by Law No. 23 of 2014 regarding Regional Autonomy as amended by Government Regulation in Lieu of Law No. 2 of 2014, Law No. 2 of 2015, and Law No. 9 of 2015. Simultaneously, Law No. 25 of 1999, which initially addressed fiscal balance between the central and regional governments, was replaced by Law No. 33 of 2004 regarding the Fiscal Balance between the Central and the Regional Governments. Finally, the most recent amendment came with Law No. 1 of 2022, which focuses on the financial relationship between the central government and local governments. Currently, there is uncertainty in respect of the balance between the local and the central governments and the procedures for renewing licenses and approvals and monitoring compliance with environmental regulations. In addition, some local authorities have sought to levy additional taxes or obtain other contributions. There can be no assurance that a balance between local governments and the central government will be effectively established or that our business, financial condition, results of operations and prospects will not be adversely affected by dual compliance obligations and further uncertainty as to legal authority to levy taxes or promulgate other regulations affecting our business.

Risks Related to Our Securities and This Offering

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

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

We may not maintain the listing of our Class A Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Class A Shares and subject us to additional trading restrictions.

We intend to list our Class A Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq Capital Market in the future.

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

•        a limited availability of market quotations for our Class A Shares;

•        reduced liquidity for our Class A Shares;

•        a determination that our Class A Shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

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

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

The trading price of our Class A Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Indonesia have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

•        fluctuations in our revenues, earnings and cash flow;

•        changes in financial estimates by securities analysts;

•        additions or departures of key personnel;

•        release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

•        potential litigation or regulatory investigations

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

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

We may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Shares.

In addition to the risks addressed above, our Class A Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our Class A Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our Class A Shares may also be unable to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’s financial performance and public image, negatively affect the long-term liquidity of our Class A Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Class A Shares and understand the value thereof.

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

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

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

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

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

Sales of substantial amounts of our Class A Shares in the public market after the completion of this offering, or the perception that these sales could occur could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our shares in this offering, we have 15,000,000 Class A Shares outstanding. The shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act. There will be 16,250,000 Class A Shares outstanding immediately after this offering, assuming that the underwriters do not exercise their over-allotment option. In connection with this offering, our directors and officers named in the section “Management,” and holders of 5% or more of our shares, have agreed not to sell any shares until 180 days after the date of the underwriting agreement without the prior written consent of the representative of the underwriters, subject to certain exceptions, unless the underwriters release these securities from these restrictions. We cannot predict what effect, if any, the availability of these securities for future sale will have on the market price of our shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

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

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

Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$3.09 per share, representing the difference between our as pro forma adjusted net tangible book value per share of US$0.76 as of December 31, 2024, after giving effect to the reorganization of the Company, and the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$4.00 per share (being the low end of the initial public offering price range). See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

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

We intend to use the net proceeds of this offering as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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

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

•        At least 75% of our gross income for the year is passive income; or

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

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

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

While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Shares, fluctuations in the market price of our Class A Shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

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

As a foreign private issuer that has applied to list our Class A Shares on the Nasdaq Capital Market, we rely on a provision in the Nasdaq Capital Market corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market.

Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq Capital Market, namely (i) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company to obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings.

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

Immediately prior to the completion of this offering, the controlling shareholder, Mr. Halim directly control an aggregate of approximately 38% and 100% of our issued and outstanding Class A Shares and Class B Shares, respectively. Upon completion of this offering, Mr. Halim will control approximately 37.5% and 100% of our issued and outstanding Class A Shares and Class B Shares, respectively.

Accordingly, our controlling shareholder will have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including (i) mergers, consolidations, (ii) the election or removal of Directors, (iii) the sale of all or substantially all of our assets, (iv) making amendments to our Memorandum and Articles of Association, (v) whether to issue additional shares, including to him, (vi) employment, including compensation arrangements, and (vii) the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders”.

Our controlling shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our controlling shareholder has control over our corporate matters, his interests may differ from the interests of our Company as a whole and other shareholders. Our controlling shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Furthermore, he could cause our Company to enter into related party transactions with other entities he has an interest in at unfavorable terms to our Company. Currently, we do not have any arrangements to address potential conflicts of interest between the shareholder and our company. If we cannot resolve any conflict of interest or dispute between us and the shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

As a “controlled company” under the rules of Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

We are and, upon the completion of this offering, will continue to be a “controlled company” as defined under the rules of the Nasdaq Capital Market, because one of our shareholders holds more than 50% of our voting power. As a result, we are eligible for certain exemptions from the corporate governance requirements of the Nasdaq Capital Market. We currently intend to rely on the exemption from the requirement that a majority of our board of directors be independent directors and accordingly, our board of directors will not consist of a majority of independent directors. We do not currently intend to rely on other exemptions available to controlled companies. However, for so long as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and may in the future rely, on certain other exemptions from corporate governance rules of the Nasdaq Capital Market, including (1) the requirement that our director nominees must be selected or recommended solely by either a Nomination Committee comprised solely of independent directors or by a majority of the independent directors and (2) the requirement that we have a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws. Because we currently rely, and may in the future rely, on one or more of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market.

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

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority

shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal, are which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a different body of securities laws than the United States and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a judgment of a foreign court of competent jurisdiction without retrial on the merits, provided such judgment is given by a foreign court of competent jurisdiction, imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; is final; is not in respect of taxes, a fine or a penalty; and was not obtained by fraud; and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by these companies, and the register of mortgages and charges of these companies) or to obtain copies of lists of shareholders of these companies. Subject to the foregoing, our Directors are not required under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to any corporate governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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

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

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

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

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

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

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

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

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

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

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

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

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

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

Our current management team lacks experience in managing a company publicly traded in the U.S., interacting with public company investors, and complying with the increasingly complex laws pertaining to U.S.-listed public companies. Prior to the completion of this offering, we are a privately owned company operating our businesses mainly in Indonesia and Malaysia. As a result of this offering, our Company will become subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws. Specifically, our management currently has no U.S.-specific experience in complying with such laws, regulations, and obligations, and it may not successfully or efficiently manage our transition to becoming a U.S.-listed public company. However, we have engaged and will continue to engage US legal counsel, US auditor, and other professionals well versed in this area of practice to assist with our transition into the U.S. market and strive to remain compliant with U.S. laws and regulations. As a result, since these new obligations will require additional and significant attention from our senior management and could divert their attention away from the day-to-day management of our business and operations, our business, financial conditions, and results of operations could be adversely affected.

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

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

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

If we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. There can be no assurance that our internal controls will continue to be effectively implemented.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Class A Shares.

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

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

Further issuances of Class B Shares may result in a dilution of the percentage ownership of the existing holders of Class A Shares as a total proportion of Class A Shares in the Company.

The Company may issue more Class B Shares. The issuance of additional Class B Shares may result in dilution to holders of our Class A Shares. Each Class A Share entitles its holder to one (1) vote per share, while each Class B Share carries twenty (20) votes per share. As a result, holders of Class B Shares have significantly greater voting power than holders of Class A Shares. If we decide to issue more Class B Shares, it could have the effect of increasing the overall voting power of Class B Shareholders relative to Class A Shareholders, potentially diminishing the influence and control of Class A Shareholders over our company’s affairs.

This dilution in voting power could impact the ability of Class A Shareholders to influence important corporate decisions, including those related to corporate governance, mergers, acquisitions, and other significant transactions. It may also result in decisions that are not aligned with the interests of Class A Shareholders.

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

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

Our Company may grant employee share options and other share-based awards in the future. Our Company will recognize any share-based compensation expenses in our statements of comprehensive loss. Any grant of employee share options and other share-based awards in the future may have a material adverse effect on our results of operation.

Our Company may grant to our employees, directors and consultants employee share options and other share-based awards in the future to incentivize their performance and align their interests with ours. As a result of these potential future grants, we expect to continue to incur significant share-based compensation expenses in the future. The amount of these expenses is based on the fair value of the share-based awards. We account for compensation costs for all share options using a fair-value based method and recognize expenses in our statements of profit or loss and other comprehensive income. The expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional securities issued under share-based compensation plans will dilute the ownership interests of our shareholders. However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by options.

Our Company may be exposed to liabilities under the Foreign Corrupt Practices Act. Any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

Our Company is subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute to obtain or retain business. Our Company will have operations, agreements with third parties, and sales in South-East Asia, which may experience corruption. Our existing business in Asia creates the risk of unauthorized payments or offers of payments by one of these company’s employees, consultants, or sales agents because these parties are not always subject to their control. It will be our Company’s policy to implement safeguards to discourage these practices by these employees. Also, the existing safeguards and any future improvements may prove to be less than effective. The employees, consultants, or sales agents of our Company, and we may engage in conduct for which our Company might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions. Our Company may be subject to other liabilities, which could negatively affect the business, operating results, and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which our Company invest or acquires.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is a company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Malaysia and Indonesia. Aside from our independent director nominee, Marc Hideo Iyeki, all of the Directors and Executive Officers of our Company reside outside the United States and substantially all of their assets are located outside the United States.

As a result, it may not be possible for you to:

•        effect service of process within the United States upon our non-U.S. resident directors or on us;

•        enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws;

•        enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; and

•        bring an original action in an appropriate foreign court to enforce liabilities against the Company or others based on U.S. securities laws.

We have appointed Cogency Global Inc., whose registered address is at 122 E. 42nd Street, 18th Floor, New York, New York 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Ogier, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

We have been advised by Ogier that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands would in certain circumstances recognize and enforce a foreign judgement, without any re-examination or re-litigation of matters adjudicated upon, provided such judgement: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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

Malaysia

Malaysia has a statutory framework under the Reciprocal Enforcement of Judgments Act 1958 (REJA) which allows for judgments from certain countries to be enforced. However, the United States is not one of the countries covered under REJA. Notwithstanding the foregoing, the Malaysian courts may still recognize and enforce a United States court judgment based on common law principles if the judgment satisfies specific legal criteria, including being a final and conclusive judgment, is issued by a competent jurisdiction in the United States, due process was observed in

obtaining the judgment, the judgment is not contrary to Malaysian public policy or does not involve matters that are non-enforceable in Malaysia, for example judgments arising from claims for taxes or penalties and the judgment must not have been obtained through fraud,

Indonesia

Indonesian courts will not recognize judgments of foreign courts, and it will be necessary for any matter in which judgment has been obtained in a foreign court to be re-litigated in the Indonesian courts in order to enforce in Indonesia. However, a foreign or international arbitral award can be recognized and enforced in Indonesia as Indonesia has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“New York Convention”) through Presidential Decision No. 34 of 1981. The procedures for recognition and enforcement of foreign arbitral awards are further regulated by Arbitration Law.

A foreign arbitral award must first be registered at the District Court of Central Jakarta. The registration must be applied by submitting the application with certain supporting documents. A foreign arbitral award that could be recognized and enforced is an arbitral award that:

(i)     the award is issued by an arbitrator or arbitral tribunal in a country with which Indonesia has a treaty, whether bilateral or multilateral, regarding the recognition and enforcement of international arbitral award;

(ii)    the award is in the domain of commercial law according to Indonesian Law;

(iii)   the award does not violate Indonesian rules of public policy.

The procedure for enforcement of foreign arbitral awards in Indonesia is regulated by Law number 30 of 1999 and Indonesian Supreme Court Regulation No. 1 of 1990 regarding the Procedure for the Enforcement of Foreign Arbitral Awards, which applies both to arbitral awards made in states bound by the New York Convention and to arbitral awards from states having a relevant bilateral agreement with Indonesia. In addition, to enforce the award it is necessary to register the award with the Clerk of Central Jakarta District Court, obtain a writ of execution (known as an “Exequatur”) from the Chairman of the Central Jakarta District Court or, in case the award which involves Indonesia as one of the parties in dispute, from the Supreme Court of Indonesia (through the Central Jakarta District Court). With respect to this matter, we draw your attention, however, that there have been a number of instances where Indonesian courts have refused to give effect to the enforcement of arbitration agreements or foreign arbitration awards for other specified or unspecified reasons.

Japan

In Japan, judgments of foreign courts can be recognized and enforced subject to the certain conditions. Under Article 118 of the Code of Civil Procedure (Act No. 109 of 1996), a final and binding judgment rendered by a foreign court is valid only if it meets all of the following requirements:

(i)     the jurisdiction of the foreign court is recognized pursuant to laws and regulations, conventions, or treaties;

(ii)    the defeated defendant has been served (excluding service by publication or any other service similar thereto) with the requisite summons or order for the commencement of litigation, or has appeared without being so served;

(iii)   the content of the judgment and the litigation proceedings are not contrary to public policy in Japan;

(iv)   a guarantee of reciprocity is in place.

In relation to the requirement (iv), judgment of U.S. courts may be recognized and enforced in general as a guarantee of reciprocity is in place between Japan and the United States of America. However, a judgment which orders the payment of punitive damages, for example, is deemed to be contrary to public policy in Japan under the requirement (iii).

In order to enforce a judgment of foreign court, an application for an execution judgment shall be filed at the court under Article 24 of the Civil Execution Act (Act No. 4 of 1979).

Foreign or international arbitral awards can also be recognized and enforced in Japan as Japan has ratified the New York Convention.

USE OF PROCEEDS

We expect to receive approximately US$3,108,000 of net proceeds from this offering, or approximately US$3,798,000 if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$1,542,000 payable by us. These estimates are based upon an assumed initial public offering price of US$4.00 per Class A Share, the lower end of the price range shown on the front cover page of this prospectus.

We currently intend to use proceeds from this offering in the following ways:

Increase our manufacturing capacity and capabilities

We intend to use 20% of the net proceeds to increase our manufacturing capacity in Indonesia in order to meet the increasing demand from our customers.

Market expansion

We intend to use 20% of the net proceeds to increase our sales and expand our presence in overseas markets. We plan to hire dedicated sales and marketing representatives in US, Europe and Asia Pacific regions. We will continue to invest in attending key exhibitions and trade fairs where we would have the opportunity to showcase and promote our products to a wider audience. Asides, we intend to invest in brand-building activities, effective marketing campaigns, and leveraging digital platforms to reach a broader audience can stimulate growth by increasing brand visibility and customer engagement.

Product diversification and innovation

We intend to use 20% of the net proceeds to invest in research and development to introduce new and improved machinery with advanced features, better efficiency, and enhanced capabilities can expand a company’s product portfolio and attract new customers and new revenue flows.

Expand business and operations through acquisitions, joint ventures and/or strategic alliances

We intend to use 20% of the net proceeds to collaborate with suitable partners in the industry through strategic alliances, joint ventures, acquisitions and investments.

Working capital

We plan to use 20% of the net proceeds for additional general working capital.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2024:

•        on an actual basis; and

•        on a pro forma as adjusted basis to reflect (i) the above; and (ii) the issuance and sale of 1,250,000 Class A Shares in this offering at an initial public offering price of US$4.00 per Class A Share (being the low end of the initial public offering price range), after deducting underwriting discounts and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

____________

*        Represent amount lesser than USD1,000

(1)      Reflects the sale of Class A Shares in this offering (excluding any Class A Share that may be sold as a result of the underwriter exercising its over-allotment option) at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, estimated offering expenses payable by us and advisory fees. We estimate that such net proceeds will be approximately US$3,108,000.

(2)      Assuming the underwriters do not exercise their over-allotment option.

DILUTION

Investors purchasing our Class A Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Class A Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Class A Shares and the pro forma as adjusted net tangible book value per share of our Class A Shares immediately after the offering.

Net tangible book value per share is determined at any date by subtracting our total liabilities and total intangible assets from the total book value of our total assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. As at date of this registration statement, 15,000,000 of Class A Shares was issued for the acquisitions of Ultratrex Asia Pacific Pte. Ltd., Ultratrex Machinery Sdn. Bhd., PT Ultratrex Indonesia, PT Ultratrex Machinery Indonesia and Ultratrex Co., Ltd. On September 3, 2025, the Company gave effect to a surrender of 3,750,000 Class A Shares. Following this, 15,000,000 Class A Shares and 5,000,000 Class B Shares remain issued and outstanding. Total number of Class A Shares will be 16,250,000 upon completion of initial public offering of 1,250,000 Class A Shares.

Historical net tangible book value per share represents our total tangible assets less total liabilities, divided by the number of outstanding Class A Shares. After giving effect to the sale of Class A Shares in this offering by the Company at an initial public offering price of US$4.00 per share, after deducting US$350,000 in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$1,542,000 the pro forma as adjusted net tangible book value as of December 31, 2024 would have been approximately US$0.76 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.91 per share to our existing stockholders and an immediate dilution of US$3.09 per share to new investors purchasing Class A Shares in this offering.

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

A US$1.00 increase (decrease) in the assumed initial public offering price of US$4.00 per Class A Share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted net tangible book value per share by US$0.98, and increase (decrease) dilution to new investors by US$0.22 per Class A Share, in each case 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 underwriting discounts and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional Class A Shares in this offering, the as adjusted net tangible book value after the offering would be US$0.94 per share, the increase in net tangible book value to existing shareholders would be US$0.17 per share, and the dilution to new investors would be US$3.06 per share, in each case assuming an initial public offering price of US$4.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2024, the differences between existing shareholders and the new investors with respect to the number of Class A Shares purchased from us, the total consideration paid and the average price per Class A Share before deducting the estimated commissions to the underwriter and the estimated offering expenses payable by us.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Shares and other terms of this offering determined at the pricing.

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

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

Overview

We believe that we have established ourselves as one of the leading providers of environmental solutions, specializing in the manufacturing of:

•        amphibious machinery;

•        aquatic weed harvesters; and

•        dredgers.

We serve customers predominantly in Indonesia, Malaysia, Philippines, Singapore, Netherlands, United Arab Emirates with a smaller presence in other regions. Our principal activities are focused on delivering innovative, eco-friendly technologies and services designed to protect and enhance natural habitats, while supporting urban improvement and infrastructure development.

Ultratrex is dedicated to environmental cleanup and restoration projects. Our amphibious machinery, aquatic weed harvesters and dredgers play a crucial role in removing pollutants and sediments from water bodies, helping to rehabilitate natural habitats and improve water quality. Our commitment to environmental restoration ensures that our operations benefit both wildlife and human communities.

Beyond environmental cleanups, Ultratrex contributes to land reclamation projects aimed at urban improvement and infrastructure development. Our advanced amphibious machinery and dredgers facilitate the creation of new land for housing, commercial use, and public infrastructure, supporting sustainable urban growth and development.

We manufacture an extensive range of amphibious machinery, which includes a diverse selection of versatile models, such as amphibious excavators, long reach arm, and excavator mounted sectional barge. These machines are available in both customized configurations and standard variants, accommodating all major brand manufacturers, and covering a weight range from 5 to 50 tons. Designed to operate in sensitive environments, our amphibious machinery minimizes ecological disruption, making them ideal for projects in wetlands, marshes, and other vulnerable areas.

Aquatic weed harvesters are environmentally friendly machines designed to control excessive aquatic plant growth and remove floating solid waste. These heavy-duty harvesters are highly effective for managing both emergent and floating vegetation. Ultratrex offers a range of models depending on the type of weeds, lake size, desired percentage of weed removal, and the required harvesting speed.

We also excel in manufacturing dredgers that meet the specific needs of each project. Our dredgers are engineered to enhance operational efficiency while minimizing environmental impact. We offer a comprehensive range of equipment, technology, and services that support sustainable dredging practices, which is vital for maintaining and restoring aquatic ecosystems. We provide comprehensive support to our customers throughout the project lifecycle, assisting them from the project planning stages to the execution stage, ensuring optimal results for their projects.

Established initially in 2008 in Malaysia, our Group now operates two manufacturing facilities. One is situated in Johor Bahru, Johor, Malaysia, covering land area of approximately 160,000 square feet. The second facility is located in Klaten, Central Java, Indonesia, with a land space of approximately 224,000 square feet. Additionally, we maintain a warehousing facility in Kelapa Gading, North Jakarta, Indonesia, spanning approximately 37,000 square feet.

Our manufacturing facilities are equipped with advanced machinery and equipment, and staffed by skilled and highly trained technical personnel. Operating on a global scale, Ultratrex is dedicated to swiftly delivering spare parts and technical services to our clients worldwide.

As an environmental solutions provider, Ultratrex is dedicated to delivering advanced, sustainable technologies that protect and enhance natural habitats while contributing to urban development. Our commitment to innovation, eco-friendly practices, and robust ESG principles drives our mission to make a positive environmental impact while delivering exceptional value to our clients.

We have a dedicated team of sales personnel led by our CEO responsible for driving sales growth and developing strong customer relationships. We also participate actively in exhibitions and trade fairs, and employ digital marketing tools to attract qualified leads for our products and services.

With our ability to manufacture amphibious machinery, aquatic weed harvesters and dredgers, along with our extensive market knowledge and experience, we believe we are well positioned as a market leader in the industry.

We also believe that our financial results reflect our strong market position. For the financial year ended June 30, 2023, our revenue was $9.0 million, and our net loss was $0.9 million. For the financial year ended June 30, 2024, our revenue was $20.7 million, and our net profit was $4.1 million. This is a growth of 130.8% in revenue and a turnaround of 598.6% into net profit respectively. The cost of revenue increased from $6.5 million in the financial year ended June 30, 2023 to $10.7 million in the financial year ended June 30, 2024. For the six months ended December 31, 2023, our revenue was $13.0 million, and our net profit was $3.1 million. For the six months ended December 31, 2024, our revenue was $9.5 million, and our net profit was $1.0 million. This is a shrink of 27.2% in revenue and 68.1% in net profit respectively. The cost of revenue decreased from $6.3 million in the six months ended December 31, 2023 to $4.2 million in the six months ended December 31, 2024.

Organization and reorganization

The group structure which represents the operating subsidiaries and dormant companies as of the reporting date is as follows:

Details of the Company and its subsidiaries (collectively, the “Group”) are shown in the table below:

The Group is involved in manufacturing, trading and leasing of amphibious excavators, dredgers machineries and amphibious harvesters, leasing of all kinds of hydraulic cranes, related heavy machineries and spares parts primarily through Ultratrex Machinery Sdn. Bhd. (“UMSB”) and PT Ultratrex Indonesia.

UMSB

The reorganization begins with UMSB, which was under common control of Mr. Salim Podiono (“Mr. Salim”), Mr. Halim Podiono (“Mr. Halim”), Mr. Nursalim Podiono (“Mr. Nursalim”), Mr. Taslim Podiono (“Mr. Taslim”) (each a “Concert Party” and collectively the “Concert Parties”) each holding 20% of the equity interest in UMSB. Mr. Wong Kok Seng (“Mr. Wong”) owned the remaining 20% of the equity interest. On December 6, 2023, Mr. Halim transferred his 20% equity interest to Mr. Salim. Notwithstanding the transfer, the Group determined that common control of UMSB remain unchanged based on the following factors: (i) after the transfer, Mr. Salim, Mr. Nursalim and Mr. Taslim collectively held 80% of the equity interest in UMSB, and these three parties along with Mr. Halim have consistently acted and continued to act in alignment with one another on key business and operational decisions of UMSB, (ii) Mr. Halim remained actively involved in the overall management of the Group and continued to influence key business and operational decisions, including those of UMSB, through his roles as director at UMSB and Ultratrex Indonesia, and his close working relationship with the remaining shareholders of UMSB. Accordingly, based on the aligned direction and control historically exercised by this group of individuals and Mr. Halim’s continued involvement key business and operational decisions, the Group determined that following the transfer of Mr. Halim’s 20% equity interest in UMSB to Mr. Salim, UMSB remained in common control with the other Group entities which Mr. Halim holds a controlling equity interest.

Incorporation of PT Ultratrex Machinery Indonesia (“PT UMI”)

On October 20, 2022, PT UMI was incorporated in Indonesia by Mr. Wong and Mr. Chua Kok Guan, who held 99% and 1% of the equity interest in PT UMI, respectively. The incorporation and ownership structure were carried out pursuant to a mandate in the form of a written agreement dated October 18, 2022, between UMSB and Mr. Wong (the “Mandate”), under which Mr. Wong was expressly appointed and authorized by UMSB to incorporate PT UMI and to hold 99% of the equity interest in his personal capacity solely for and on behalf of UMSB. The Mandate further provided that Mr. Wong would transfer his entire equity interest in PT UMI to UMSB or its designee upon request, and no consideration was payable between the parties in respect of such transfer. The cost of investment of approximately RM3.0 million required to incorporate PT UMI was to be borne by UMSB.

De facto control by the Group1 over PT UMI

Although UMSB did not hold the majority of the voting rights in PT UMI during the period from its incorporation to April 1, 2024, the Group, which was assessed to be under common control of Mr. Salim, Mr. Halim, Mr. Nursalim, Mr. Taslim and Mr. Wong, determined that it had de facto control over PT UMI from the time of incorporation and consolidated it as a subsidiary of UMSB from such date. The Group was deemed to have had the power to govern PT UMI’s financial and operating policies and obtain benefits from its activities based on the following factors: (i) Mr. Wong held his 99% equity interest solely as a nominee pursuant to the Mandate and did not contribute capital or assume economic risk; (ii) UMSB funded the full cost of incorporation and bore the financial risks and rewards associated with PT UMI’s activities; (iii) pursuant to the Mandate, Mr. Wong was contractually obligated to transfer all of his shares in PT UMI to UMSB or its designee upon request, and he held such shares solely for the benefit of UMSB, which limited his discretion and reinforced UMSB’s practical ability to direct the relevant activities of PT UMI and to affect returns from such activities; and (iv) there is no history or arrangement under which Mr. Wong collaborated with any non-controlling interests or exercised voting rights independently of UMSB. Furthermore, PT UMI had minimal business operations from the time of its incorporation until April 1, 2024, when Mr. Wong formally surrendered his 99% equity interest to UMSB in accordance with the Mandate. The cost of investment was subsequently repaid to Mr. Wong at book value in conjunction with the share transfer. Accordingly, PT UMI has been consolidated as a subsidiary of UMSB from the date of its incorporation.

PT Ultratrex Indonesia

On August 23, 2010, PT Ultratrex Indonesia was incorporated by Mr. Halim, Ms. Selvia and Mr. Jalu with 98% of the equity interest held by Mr. Halim and 1% of the equity interest held by each Ms. Selvia and Mr. Jalu. The Group2 determined that it had de facto control of PT Ultratrex Indonesia even though it owned less than 50% of the voting rights. This is because the Group is considered to exercise common control over PT Ultratrex Indonesia with a deemed 98% equity interest through Mr. Halim. The Group made this assessment based on the following factors: (i) there is no history of Mr. Halim collaborating with non-controlling interests to exercise their votes collectively or to outvote the Group, (ii) Mr. Halim’s decisions with respect to PT Ultratrex Indonesia have historically been aligned with and guided by the strategic objectives of the Group and (iii) the Group has provided operational and managerial support to PT Ultratrex Indonesia, and the day-to-day operations of PT Ultratrex Indonesia have been closely coordinated with other entities within the Group. On March 26, 2024, Mr. Jalu transferred 1% of equity interest to Mr. Halim. As a result, the deemed equity interest of the Group in PT Ultratrex Indonesia increased from 98% to 99%.

Incorporation of Ultratrex Co., Ltd

On January 27, 2015, Ultratrex Co., Ltd was incorporated by Mr. Halim with 100% of equity interest being held by Ultrator Co., Ltd. Ultrator Co., Ltd is owned by Mr. Halim and Mr. Yoshio Irie with 90% and 10% of the equity interest, respectively. The Group3 determined that it had de facto control of Ultratrex Co., Ltd even though it owned less than 50% of the voting rights. This is because the Group is considered to exercise common control over Ultratrex Co., Ltd with a deemed 100% equity interest through Mr. Halim’s majority ownership and effective control of Ultrator Co., Ltd.4 The Group made this assessment based on the following factors: (i) there is no history of Mr. Halim collaborating with non-controlling shareholders of Ultrator Co., Ltd to outvote the Group and influence Ultrator Co., Ltd’s exercise of voting rights in Ultratrex Co., Ltd, (ii) Mr. Halim’s decisions with respect to Ultrator Co., Ltd and Ultratrex Co., Ltd have historically been aligned with and guided by the strategic objectives

____________

1        Although PT UMI is included within the definition of the “Group”, such inclusion reflects the Group’s determination that it had de facto control over PT UMI from the time of its incorporation. Accordingly references to the Group include PT UMI only after such control was assessed to exist for consolidation purposes.

2        Although PT Ultratrex Indonesia is included within the definition of the “Group”, such inclusion reflects the Group’s determination that it had de facto control over PT Ultratrex Indonesia from the time of its incorporation. Accordingly references to the Group include PT Ultratrex Indonesia only after such control was assessed to exist for consolidation purposes.

3        Although Ultratrex Co., Ltd is included within the definition of the “Group”, such inclusion reflects the Group’s determination that it had de facto control over Ultratrex Co., Ltd from the time of its incorporation. Accordingly references to the Group include Ultratrex Co., Ltd only after such control was assessed to exist for consolidation purposes.

4        Mr. Halim holds 90% of Ultrator Co., Ltd., which owns 100% of Ultratrex Co., Ltd. Through his majority ownership of Ultrator Co., Ltd., Mr. Halim has effective control over its decisions, including the disposal of shares in Ultratrex Co., Ltd. As such, he may be deemed to hold a 100% equity interest in Ultratrex Co., Ltd. for control and consolidation purposes.

of the Group and (iii) the Group has provided operational and managerial support to Ultratrex Co., Ltd, and the day-to-day operations of Ultratrex Co., Ltd have been closely coordinated with other entities within the Group. Subsequently on November 29, 2024, as part of the reorganization, Ultratrex Singapore acquired 100% of equity interest in Ultratrex Co., Ltd from Ultrator Co., Ltd.

Incorporation of Ultratrex Singapore and the Ultratrex Singapore AIC Agreement

On July 3, 2024, Ultratrex Singapore was incorporated by Mr. Salim, Mr. Halim, Mr. Nursalim, Mr. Taslim and Mr. Wong with 20% of the equity interest each. Upon the incorporation of Ultratrex Singapore, the Concert Parties entered into an Acting-in-Concert Agreement dated July 3, 2024 (the “Ultratrex Singapore AIC Agreement”) to exercise their votes as actors in concert.

Pursuant to the Ultratrex Singapore AIC Agreement, the Concert Parties were contractually obligated to act in concert and make joint decisions on all matters that require the decisions of the shareholders of Ultratrex Singapore. Under the constitution of Ultratrex Singapore, such matters requiring the decisions of shareholders include: approving any amendments to the company’s constitution; authorizing any alteration of the company’s share capital, including increases, consolidations, sub-divisions, conversions, cancellations or reductions; issuing redeemable preference shares; appointing or removing directors at a general meeting; approving the variation or abrogation of rights attaching to any class of shares; appointing and removing auditors and approving their remuneration; declaring dividends; and any other matter expressly reserved for determination by the members under the Singapore Companies Act 1967 or the constitution of the company from time to time.

The terms of the Ultratrex Singapore AIC Agreement provided that the Concert Parties shall consult with each other and vote among themselves on such matters, with each Concert Party entitled to one (1) vote, regardless of their respective shareholdings in Ultratrex Singapore. If the vote results in a unanimous decision between the Concert Parties, joint action shall be taken accordingly based on the outcome of such vote. However, in the event that the Concert Parties are unable to reach a unanimous decision in relation to any matter that requires action in concert, a decision that is made by Mr. Halim shall be deemed to represent the decision of all Concert Parties and shall be binding on all Concert Parties, and each Concert Party shall act in concert with other Concert Parties and take joint action based on the results of such decision. Accordingly, under the Ultratrex Singapore AIC Agreement, Mr. Halim exercised de facto control over Ultratrex Singapore. There was no consideration exchanged among the shareholders in connection with the formation of the Concert Parties and execution of the Ultratrex Singapore AIC Agreement. The Ultratrex Singapore AIC Agreement remained in force until only one Concert Party remained a shareholder, and therefore the Ultratrex Singapore AIC Agreement came to an end on June 30, 2025 upon the acquisition by Ultratrex Inc. of 100% of Ultratrex Singapore as part of the reorganization of the Group.

Incorporation of Ultratrex Inc. and the Ultratrex Cayman AIC Agreement

On August 15, 2024, Ultratrex Inc. was incorporated, with Mr. Halim holding 100% of the issued and outstanding Ordinary Shares of the Company, consisting only of Class B Shares at the time of incorporation. Upon the incorporation of Ultratrex Inc., the Concert Parties entered into another acting-in-concert agreement dated August 15, 2024, in substantially the same form and with the same material terms as the Ultratrex Singapore AIC Agreement, to exercise their votes as actors in concert in relation to Ultratrex Inc. (the “Ultratrex Cayman AIC Agreement”).

Pursuant to the Ultratrex Cayman AIC Agreement, the Concert Parties are contractually obligated to act in concert and make joint decisions on all matters that require the decisions of the shareholders of the Company. Under the Company’s Memorandum and Articles of Association, such matters requiring the decisions of shareholders of the Company include: approving any amendments to the Company’s Memorandum and Articles of Association; authorizing any alteration of the Company’s share capital, including increases, consolidations, sub-divisions or cancellations; appointing or removing Directors at a general meeting, including in circumstances where there are insufficient Directors; approving the winding up or liquidation of the Company and the distribution of assets on a winding up; approving any variation or abrogation of the rights attaching to any class of shares; appointing and removing auditors; declaring dividends and approving other distributions (subject to the recommendation of the board of Directors); and any other matter expressly reserved for determination by the Members under the Cayman Islands Companies Act or the Articles of Association from time to time.

The Concert Parties are required to vote and act in concert in the same manner as the Ultratrex Singapore AIC Agreement, including that in the event that the Concert Parties are unable to reach a unanimous decision in relation to any matter that requires action in concert, a decision that is made by Mr. Halim shall be deemed to represent the decision of all Concert Parties and shall be binding on all Concert Parties. Accordingly, under the Ultratrex Cayman

Increase in cost of goods sold is mitigated by the decrease in:

(f)     decrease in inventories written down by USD0.3 million or 77.1% as the Group has taken the initiative to write down the inventories in the previous financial year;

Overall, the Group achieve higher gross profit margin primarily driven by an increase in production level, which enabled the Group to benefit from economies of scale. In addition, the Group incurred lower factory overheads and labor costs as the manufacturing facilities are located in developing countries, namely Malaysia and Indonesia, where cost structures are comparatively more favorable. These factors collectively contributed to improved operational efficiency and enhanced gross profitability.

Administrative and selling and distribution expenses

Increase in administrative and selling and distribution expenses is mainly due to:

(a)     increase in staff costs by USD0.2 million or 23.0% from USD1.0 million for the financial year ended June 30, 2023 to USD1.2 million for the financial year ended June 30, 2024 due to better performance of the Group and increase in revenue. Additionally, overall increase in staff costs were also due to increase in number of headcounts;

(b)    increase in depreciation charged on property, plant and equipment and right-of-use assets were mainly due to higher investments to both property, plant and equipment and right-of-use assets;

(c)     increase in commission expenses by USD0.4 million or 192.1% from USD0.2 million for the financial year ended June 30, 2023 to USD0.7 million for the financial year ended June 30, 2024 is closely related to the increase in revenue as more amphibious machineries being sold in the financial year ended June 30, 2024.

(d)    increase in repair and maintenance expense by USD0.3 million or 262.0% was mainly incurred to improvise the infrastructures to the warehouse of PT Ultratrex Indonesia in Jakarta. Meanwhile, increase in transportation expenses by USD0.2 million was in line with the increase in revenue of the Group.

Increase in administrative and selling and distribution expenses is mitigated by the decrease in:

(e)     decrease in advertising by USD67,000 or 73.6% from USD91,000 for the financial year ended June 30, 2023 to USD24,000 for the financial year ended June 30, 2024 as higher advertising expenses incurred in financial year 2023 to prepare for post COVID-19 recovery;

(f)     decrease in technical services and supplies by USD0.1 million or 37.8% was mainly due to most of the services were performed in the previous financial year;

Gross profit

For the financial year ended June 30, 2023 and 2024, our gross profit were USD2.5 million and USD10.0 million, respectively, and our gross profit margins were 27.1% and 48.4%, respectively. Please see explanation under “Cost of Goods Sold”.

Other income

Sales of scrap iron increased by 20.9% from USD91,000 for the financial year ended June 30, 2023 to USD110,000 for the financial year ended June 30, 2024 due to increase in production of amphibious machineries. Increase in realized gain of foreign exchange, net by USD0.1 million or 94.2% from USD52,000 for the financial year ended June 30, 2023 to USD101,000 for the financial year ended June 30, 2024 was mainly due to appreciation of United States Dollar (“USD”) against Malaysian Ringgit (“MYR”) and Indonesian Rupiah (“IDR”) as most of the sales were denominated in USD. Also, increase in interest income by 48.0% was mainly due to higher bank balances throughout the financial year.

Slight decrease in other income was mainly due to decrease in gain on disposal of property, plant and equipment by USD0.1 million or 88.8%. Gain on disposal of property, plant and equipment has decreased from USD169,000 for the financial year ended June 30, 2023 to USD19,000 for the financial year ended June 30, 2024.

Finance cost

Increase in finance cost was mainly due to increase in interest expense incurred for bankers’ acceptance and lease liabilities. Bankers’ acceptance interest increased by 73.3% from USD15,000 for the financial year ended June 30, 2023 to USD26,000 for the financial year ended June 30, 2024 was mainly due to increase in international dealings which is in line with the increase in revenue. Interest expense for lease liabilities represented the present value of future lease payments. Increase in interest expense for lease liabilities was due to increase in right of use assets in the current financial year.

Income tax expense

Our estimated income tax expense increased by USD1.4 million, or 841.7% from USD0.2 million for the financial year ended June 30, 2023, to USD1.5 million for the financial year ended June 30, 2024 was generally in line with the increase in our profit for the financial year.

Net income

As a result of the foregoing, our net income increased by USD5.0 million, or 598.6%, from loss making of USD0.8 million for the financial year ended June 30, 2023, to profit for the financial year of USD4.2 million for the financial year ended June 30, 2024.

Liquidity and Capital Resources;

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

The Group has considered whether there is substantial doubt about its ability to continue as a going concern. Cash flow from operations and capital contributions and loans from shareholders have been utilized to finance the working capital requirements of the Group. The Group estimates that it will require approximately USD4.5 million over the next 12 months to carry out its business plans and fund its working capital requirements. To support this estimated capital requirement, the Group has identified the following sources of liquidity: (i) the Group’s working capital was USD8.1 million as of June 30, 2024, and the Group had a positive balance of USD2.5 million in cash and cash equivalents, (ii) unrestricted cash and bank balances of the Group amounted to USD1.8 million as to withdrawal and use as of June 30, 2024, and (iii) the Group has undrawn committed banking facilities of approximately USD3.69 million as of June 30, 2024.

Additionally, the Group plans to raise gross proceeds of USD5.0 million through an initial public offering by issuing 1,250,000 shares to the public. In view of this, the Group intend to use 20% of the net proceeds for each of the following:

a.      Expansion of manufacturing capacity and capabilities;

b.      Enhancement of sales and expansion into overseas market;

c.      investment in research and development;

d.      strategic collaborations with industry partners; and

e.      general working capital purposes.

Please refer to the section “Use of Proceeds” for detailed explanation.

In view of the foregoing, the management believes that the Group has sufficient liquidity and financial resources to carry out its business plan, fund its working capital requirements and continue as a going concern.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the periods indicated.

Operating Activities

For the year ended June 30, 2023, net cash used in operating activities of USD0.4 million primarily resulted from our net loss of USD0.7 million, as adjusted for non-cash items and changes in operating activities. Adjustments for non-cash items consisted of depreciation charged on property, plant and equipment and right-of-use assets and inventories written down.

Changes in operating assets and liabilities mainly included:

(i)     increase in inventories of USD1.9 million in anticipation of rising demand, as the global economy continues to recover from post COVID-19 period;

(ii)    decrease in accounts receivable of USD1.0 million was attributed to improved efficiency in the collection of receivables. Receivables turnover period has improved from 80 days to 57 days; and

(iii)   increase in accounts payable of USD0.8 million was due to maximization of the credit term granted by the suppliers.

For the year ended June 30, 2024, net cash from operating activities of USD2.7 million primarily resulted from our net income of USD5.7 million, as adjusted for non-cash items and changes in operating activities. Adjustments for non-cash items consisted of depreciation charged on property, plant and equipment and right-of-use assets and inventories written down.

Changes in operating assets and liabilities mainly included:

(i)     increase in inventories of USD1.7 million primarily due to the buildup of stock to ensure product availability and service continuity amidst expanding sales volumes. Given the increase in inventories, the inventories turnover period has improved from 278 days to 231 days in conjunction with increase in demand;

(ii)    increase in accounts receivable of USD1.0 million was attributed to higher revenue as compared to the previous financial year. Receivables turnover period has improved from 57 days to 40 days; and

(iii)   increase in accounts payable of USD0.3 million was due to maximization of the credit term granted by the suppliers.

Investing Activities

For the year ended June 30, 2023, net cash from investing activities of USD0.2 million primarily resulted from proceeds from disposal of property, plant and equipment of USD0.6 million and interest received of USD25,000. The increase was mitigated by purchase of property, plant and equipment of USD0.4 million.

For the year ended June 30, 2024, net cash used in investing activities of USD0.7 million primarily resulted from purchase of property, plant and equipment and right-of-use-assets totaling to USD0.7 million. Furthermore, net cash used in investing activities was due to placements of fixed deposit pledged with financial institution of USD0.1 million. The decrease was mitigated by proceeds from disposal of property, plant and equipment and interested received of USD0.1 million and USD37,000 respectively.

Financing Activities

For the year ended June 30, 2023, net cash used in financing activities was USD0.9 million, which was primarily driven by:

(i)     dividends paid to shareholders of USD0.1 million; and

(ii)    Net repayments of bank borrowings and lease liabilities of USD0.7 million and USD0.3 million respectively.

Net cash used in financial activities was mitigated by advanced from related parties of USD0.3 million.

For the year ended June 30, 2024, net cash used in financing activities was USD1.3 million, which was primarily driven by:

(i)     dividends paid to shareholders of USD0.5 million;

(ii)    repayments to related parties of USD0.2 million; and

(iii)   Net repayments of bank borrowings and lease liabilities of USD0.1 million and USD0.3 million respectively.

Contractual Commitments

Capital commitments

Capital expenditure as at the end of the reporting period is as follows:

Concentration of Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s credit risk is primarily attributable to its cash and cash equivalents, trade receivables, other receivables, and amounts due from related parties.

As at June 30, 2023 and 2024, approximately 57% and 42% of the Group’s trade receivable arose from four and two groups of customers respectively. Customers are grouped according to their credit characteristics. In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits and credit approvals.

Market risk

The Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

The Group is exposed to foreign currency risk on transactions that are denominated in currencies other than the functional currencies of the operating entities. Exposure in foreign currency is monitored on an ongoing basis and the Group endeavors to keep the net exposure at an acceptable level.

Interest rate risk is the risk that the fair value or future cash flows of the financial instruments of the Group would fluctuate because of changes in market interest rates. The exposure of the Group to interest rates risk arises primarily from their floating interest rate borrowings. The Group does not use derivative financial instruments to hedge this risk.

There has been no significant change to the Group’s exposure to market risk or the manner in which it manages and measures the risk.

Results of Operations

Comparison of Results of Operations for the Six Months Ended December 31, 2023 and 2024

The following table sets forth a summary of our results of operations for the periods indicated, both in USD amount and as a percentage of its total revenue.

Revenue

For the six months ended December 31, 2024, the Group recorded revenue of USD9.5 million, representing a 27.2% decrease compared to USD13.0 million for the corresponding period in 2023. The decline was primarily attributable to a reduction in sales of amphibious machinery. Revenue from amphibious machinery sales decreased by USD6.1 million, or 52.2%, from USD11.6 million in the six months ended December 31, 2023 to USD5.6 million in the same period of 2024. This reduction was mainly due to lower sales in Indonesia, which were impacted by a decline in government physical infrastructure spending in 2025 relative to 2024. The decrease in revenue was partially offset by increased sales to customers in Europe, the Middle East, and the United States. The number of amphibious excavators sold declined from 45 units in the six months ended December 31, 2023 to 38 units in the same period of 2024.

During the six months ended December 31, 2024, the Group successfully entered the Indonesian market for aquatic weed harvesters and dredgers, generating USD1.9 million in revenue from these products. Additionally, revenue from parts sales increased by USD0.5 million, or 74.0%, from USD0.7 million in the six months ended December 31, 2023 to USD1.2 million in the same period of 2024. The growth in parts sales was primarily driven by increased demand for replacement components from existing customers.

Cost of goods sold, administrative and selling and distribution expenses

Expenses classified by nature for the financial periods ended December 31, 2023 and 2024 are as follows:

Cost of goods sold

For the six months ended December 31, 2024, the Group’s cost of goods sold amounted to USD4.2 million, representing a decrease of USD2.1 million or 32.8% compared to USD6.3 million for the corresponding period in 2023. This decrease was consistent with the decline in revenue during the same period.

The reduction in cost of goods sold was primarily attributable to the following factors:

(a)     A decrease in inventory purchases, which aligned with the lower revenue and reduced material requirements during the six months ended December 31, 2024.

(b)    Changes in inventory levels, driven by a higher closing inventory balance as of December 31, 2024. This increase was intended to accommodate anticipated demand in the near future and ensure sufficient stock availability to meet production and delivery needs.

(c)     Inventories written back decreased by USD0.3 million, or 73.9% from USD0.4 million for the six months ended December 31, 2023 to USD0.1 million for the six months ended December 31, 2024. The decrease was mainly due to inventories newly produced and old inventories which have sold during the year, hence there is a reversal of provision of allowance for stock obsolescence.

Gross profit

The Group achieve higher gross profit margin for the six months ended December 31, 2024 at 55.7% as compared to the six months ended December 31, 2023 at 52.0% primarily due to sales to customer with higher margin.

Administrative and selling and distribution expenses

The increase in administrative and selling and distribution expenses for the six months ended December 31, 2024 was primarily driven by the following factors:

(a)     Commission expenses increased by USD0.9 million, or 185.2%, from USD0.5 million for the six months ended December 31, 2023 to USD1.4 million for the six months ended December 31, 2024. This increase was mainly attributable to the Group’s strategic and different initiative to explore and utilize diverse sales channels aimed at expanding its market share in Europe and the Middle East.

(b)    Carriage expenses rose by USD0.2 million, or 229.1%, from USD86,000 for the six months ended December 31, 2023 to USD0.3 million for the six months ended December 31, 2024. The increase was due to higher sales volumes to customers in Europe, the Middle East, and the United States during the reporting period.

(c)     Impairment on trade receivables decreased by USD0.2 million, or 96.0% from USD0.2 million for the six months ended December 31, 2023 to USD7,000 for the six months ended December 31, 2024. The decrease was mainly due to lifetime ECL-allowance and credit impaired for some certain customers in the six months ended December 31, 2023.

Other income

There is no material variance for other incomes recognized in the six months ended December 31, 2024 as compared to for the six months ended December 31, 2023.

Finance cost

The increase in finance costs was primarily driven by higher interest expenses on term loan, which rose by USD9,000, or 47.4%, from USD19,000 for the six months ended December 31, 2023 to USD28,000 for the six months ended December 31, 2024. This increase was mainly attributable to a rise in international purchases of materials during the period.

Income tax expense

Our estimated income tax expense decreased by USD0.5 million, or 55.8% from USD1.0 million for the six months ended December 31, 2023, to USD0.5 million for the six months ended December 31, 2024 was generally in line with the decrease in our profit for the six months ended.

Net income

As a result of the foregoing, our net income decreased by USD2.1 million, or 68.1%, from USD3.1 million for the six months ended December 31, 2023, to USD1.0 million for the six months ended December 31, 2024.

Liquidity and Capital Resources;

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

The Group has considered whether there is substantial doubt about its ability to continue as a going concern. Cash flow from operations and capital contributions and loans from shareholders have been utilized to finance the working capital requirements of the Group. The Group’s working capital was USD9.0 million as of December 31, 2024. And the Group had a positive balance of USD2.0 million in cash and cash equivalents. Unrestricted cash and bank balances of the Group amounted to USD1.2 million as to withdrawal and use as of December 31,2024. In view of these circumstances, the management has given consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern. Furthermore, the Group has undrawn committed banking facilities of approximately USD3.8 million as of December 31, 2024 to finance the working capital requirements of the Group.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the periods indicated.

Operating Activities

For six months ended December 31, 2024, net cash used in operating activities of USD8,000 primarily resulted from our net profit before tax of USD1.5 million, as adjusted for non-cash items and changes in operating activities. Adjustments for non-cash items consisted of depreciation charged on property, plant and equipment and right-of-use assets and inventories written back. Changes in operating assets and liabilities mainly included:

(i)     Increase in contract liabilities of USD0.8 million;

(ii)    Increase in inventories of USD2.3 million;

(iii)   Increase in receivable of USD1.8 million;

(iv)   Increase in payable of USD1.0 million.

Dredging Equipment

The U.S., Europe and Asia Pacific dredging equipment market was valued at USD 4,333.9 million in 2023 and is expected to grow at a CAGR of 6.3% from 2024 to 2030 to reach an estimated value of USD 6,636.6 million by 2030. The exploration and extraction of offshore energy resources, such as oil & gas, require dredging operations for seabed preparation, pipeline installation, and offshore platform maintenance. Offshore oil & gas platforms require thorough preparatory work before installation.

For instance, dredging is necessary to create channels for vessels to access the site and maintain the infrastructure once operational. Moreover, the continuous extraction of offshore energy resources leads to sedimentation and sediment accumulation around drilling platforms and pipelines.

This necessitates maintaining optimal water depths in ongoing dredging operations for navigation and preventing infrastructure damage. As the demand for offshore oil & gas exploration and extraction increases, the need for efficient and advanced dredging equipment also rises. Ship-mounted dredging equipment has become increasingly popular owing to its mobility and versatility in reaching remote offshore sites.

Aquatic Weed Harvester

The U.S., Europe, Asia Pacific aquatic weed harvester market was valued at USD 700.3 million in 2023 and is expected to grow at a CAGR of 8.2% from 2024 to 2030 to reach an estimated value of USD 1,206.2 million by 2030. The growing demand for aquatic weed harvesters can be attributed to the rising need to maintain waterway accessibility for various purposes, such as transportation, irrigation, and flood control. By filtering weeds and debris from water channels, these machines ensure safe and efficient navigation, which is vital for economic activities and infrastructure development.

The increasing need to preserve natural ecosystems and prevent ecological imbalances drives the deployment of aquatic weed harvesters. Invasive aquatic plants such as hydrilla, water hyacinth, and Eurasian watermilfoil pose significant threats to native flora and fauna, disrupt water flow, and hinder recreational activities such as boating and fishing. As a result, government agencies, environmental organizations, and lake management authorities invest in weed harvesting technologies to control and mitigate the spread of these invasive species, thereby safeguarding biodiversity and ensuring the sustainability of aquatic ecosystems.

U.S., Europe, Asia Pacific Amphibious Equipment Market: Regional Estimates and Trend Analysis