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

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LYC HEALTHCARE (CAYMAN) LTD

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

435 Orchard Road

#21-05

Wisma Atria

Singapore 238877

+65 6962 2517

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

Schlueter & Associates, P.C.

5655 South Yosemite Street, Suite 350

Greenwood Village, CO 80111

(303) 292-3883

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

Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

SUBJECT TO COMPLETION, DATED December 8, 2025

PROSPECTUS

LYC HEALTHCARE (CAYMAN) LTD

3,000,000 Class A Ordinary Shares

This is the initial public offering of Class A ordinary shares, par value US$0.0005 per share (“Class A Shares”), of LYC HEALTHCARE (CAYMAN) LTD, a Cayman Islands exempted company. Throughout this prospectus, unless the context indicates otherwise, references to “LYC” refers to LYC HEALTHCARE (CAYMAN) LTD, a holding company, and references to “we”, the “Company” or “our company” are to LYC and/or its combined subsidiaries.

We anticipate that the initial public offering price of the Class A Shares to be between US$4.00 and US$6.00 per Ordinary Share.

Prior to this offering, there has been no public market for our Class A Shares. We have applied to have our Class A Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “[●]”. At this time, Nasdaq has not yet approved our application to list our Class A Shares There can be no assurance our application for listing will be approved by Nasdaq. If our application is not approved, we will not proceed with this offering.

We are authorized to issue 100,000,000 ordinary shares of nominal or par value US$0.0005 each (the “Ordinary Shares”), divided into 70,000,000 Class A ordinary shares of nominal or par value $0.0005 each, and 30,000,000 Class B ordinary shares of nominal or par value $0.0005 each (the “Class B Shares”). As of the date of this prospectus, there are 22,582,001 Class A Shares and 5,418,000 Class B Shares issued and outstanding. Each Class A Share is entitled to one (1) vote, and each Class B Share is entitled to ten (10) votes. Also, each Class B Share is convertible into one Class A Share at the option of the holder of the Class B Share, but each Class A Share is not convertible into a Class B Share.

We are a holding company incorporated in the Cayman Islands and conduct all our operations through our subsidiaries in Singapore. The Class A Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands. Investors of our Class A Shares should be aware that the Class A Shares do not represent or constitute equity interests in our subsidiaries.

Upon completion of this offering, our issued and outstanding shares will consist of 25,582,001 Class A Shares and 5,418,000 Class B Shares assuming the underwriters do not exercise their over-allotment option to purchase additional Class A Shares. We will be a controlled company as defined under Nasdaq Stock Market Rules because, immediately after the completion of this offering, LYC Medicare Sdn Bhd, our controlling shareholder, will own approximately 49% of our total issued and outstanding Class A Shares, and 100% of our total issued and outstanding Class B Shares, representing approximately 84% of the total voting power of our capital stock. For further information, see “Principal Shareholders” and “Prospectus Summary—Implications of Being a Controlled Company.”

After this offering, LYC Medicare Sdn Bhd will control shares representing more than 50% of the total voting power of our issued shares. As a result, this concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our memorandum and articles of association, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. In addition, this may have anti-takeover effects and may prevent or discourage unsolicited acquisition proposals or offers for our share capital that you may feel are in your best interest as one of our shareholders.

Further issuances of Class B Shares may be dilutive to holders of our Class A Shares (“Class A Shareholders”). It could have the effect of increasing the overall voting power of holders of Class B Shares (“Class B Shareholders”) relative to Class A Shareholders, diluting, and diminishing the influence and control of Class A Shareholders over our company’s affairs.

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See “Prospectus Summary – Implications of Being an Emerging Growth Company” and “Prospectus Summary – Implications of Being a Foreign Private Issuer”.

Investing in our Class A Shares is highly speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 15, for factors you should consider before investing in our Class A Shares.

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

⁽¹⁾ Assuming an initial public offering price of US$5.00, being the midpoint of the initial public offering price range.

⁽²⁾ We have agreed to provide AC Sunshine Securities LLC (the “Representative”), the representative on behalf of the underwriters, a gross discount equal to 7% of the public offering price on each Class A Share sold in this offering. We have also granted the underwriters an option, exercisable from time to time in whole or in part, to purchase up to 450,000 additional Class A Shares from us at the initial public offering price, less underwriting discounts, and commissions, within 45 days after the closing of this offering, solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total proceeds to us, before expenses and after deducting underwriting discounts and commissions, assuming an initial public offering price of US$5.00, being the midpoint of the initial public offering price range, will be US$16,042,500. We have also agreed to issue to the underwriter, at the closing of the offering warrants in an amount equal to 7% of the aggregate number of Ordinary Shares sold in this offering and exercisable during the five-year period commencing six months from the effective date of the offering at a price equal 120% of the public offering price. None of the Ordinary Shares underlying the underwriter’s warrants are being registered in this offering. See “Underwriting” starting on page 108 of this prospectus for more information regarding our arrangements with the underwriters.

⁽³⁾ The amount of offering proceeds to us presented in this table does not give effect to the exercise of the over-allotment option issued to the underwriters.

The underwriters expect to deliver the Class A Shares to investors on or about [●] [●], 2025.

The date of this prospectus is [●] [●], 2025.

TABLE OF CONTENTS

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, or provide any assurance about the reliability of, any information that you may receive from other parties. 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.

You should not assume that the information contained in the registration statement of which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Class A Shares being registered in the registration statement of which this prospectus forms a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus, and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

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.

For investors outside the United States: Neither we, nor any of the underwriters 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.

Until [●][●], 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

MARKET, INDUSTRY, AND CERTAIN STATISTICAL DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys including Independent Market Research report prepared for the Company by the Converging Knowledge Report, a third-party global research organization, commissioned by our Company. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. 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 United States Securities and Exchange Commission (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, regional, national, international, or global political, economic, business, competitive, market and regulatory conditions, the risk factors set forth in “Risk Factors” including but not limited to the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. 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 market for building envelope solutions 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 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.

ENFORCEABILITY OF CIVIL LIABILITIES

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability and our affairs are governed by our Memorandum and Articles of Association and the Companies Act, and the common law of the Cayman Islands.

All of our assets are located outside the United States. In addition, all of our directors and executive officers are nationals or residents of Singapore, or Malaysia and none are residents of the United States, and all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

We have appointed Schlueter & Associates, P.C. 5655 South Yosemite Street, Suite 350, Greenwood Village, CO 80111 as our agent to receive service of process with respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the United States of America or of any state of the United States of America.

Cayman Islands

Harney Westwood & Riegels Singapore LLP, 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 officers that are predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state or other territory of the United States of America; 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 Harney Westwood & Riegels Singapore LLP that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the U.S. (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment a final and conclusive judgment in personam obtained in the federal or state courts of the U.S. against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from U.S. courts under the civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Singapore

There is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States will be recognized or enforced by the Singapore courts, and there is doubt as to whether the Singapore courts will enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties, or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our directors or executive officers, we are unaware of any decision by the Singapore courts which has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States, or any state or territory of the United States is enforceable in Singapore.

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore.

In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision.

DEFINITIONS

“Articles of Association” means the Amended and Restated Articles of Association of our Company, adopted on and effective as of December 30, 2024, and as further supplemented, amended, or otherwise modified from time to time.

“CAGR” means compound annual growth rate.

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

“LYC (Cayman)” means LYC HEALTHCARE (CAYMAN) LTD, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on October 18, 2024.

“Controlling Shareholder” means LYC Medicare Sdn Bhd, a company incorporated under the laws of Malaysia and its executive officers.

“COVID-19” means the Coronavirus Disease 2019.

“Group” means LYC HEALTHCARE (CAYMAN) LTD, LYC Medicare International Pte Ltd., and its subsidiaries HCOS, and T&T.

“HCOS” means HC Orthopaedic Surgery Pte. Ltd. a private company limited by shares incorporated under the laws of the Republic of Singapore on September 8, 2017.

“LYC Medicare” means LYC Medicare International Pte Ltd a private company limited by shares incorporated under the laws of the Republic of Singapore on August 13, 2024.

“Memorandum” or “Memorandum of Association” means the Amended and Restated Memorandum of Association of our Company adopted on and effective as of December 30, 2024, and as further supplemented, amended, or otherwise modified from time to time.

“MOH” means the Ministry of Health of Singapore

“T&T” means T&T Medical Group Pte. Ltd. a private company limited by shares incorporated under the laws of the Republic of Singapore on April 12, 1989.

“$”, “US$”, or “US dollars” refers to the legal currency of the United States.

TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary contains an explanation and description of certain technical terms and abbreviations commonly used in our industry and used in this prospectus. The terms and their assigned meanings may not correspond to standard industry or common meaning or usage of these terms and should not be treated as definitive.

Other terms are defined in this prospectus.

Company information provided herein is as of the date of this Prospectus unless otherwise indicated.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections and our combined financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.”

Overview

We are a multidisciplinary specialist healthcare group with operations in Singapore providing an integrated and holistic suite of medical services covering medical and specialist care and treatment. Our core medical competencies and focus lie in the fields of orthopaedic surgery, sports injuries, fracture treatment, degenerative spine conditions, chronic degenerative joint diseases, pain management, metabolic diseases, osteoporosis treatment, health screenings and advanced medical imaging services, including X-ray imaging, bone mineral density scans, body composition scans, ultrasound scans, MRI and CT scans, as well as, medical consultations, physiotherapy and the provision of other related paramedical products and services.

We aim to be a one-stop integrated medical services provider in the field of musculoskeletal-related medical care, with the capability of providing services across the entire medical care life cycle for patients through our two operating subsidiaries:

T&T and HCOS collaborate to deliver seamless and comprehensive orthopaedic care to their patients. With real-time access to diagnostic results, scans, and imaging, T&T doctors can swiftly recommend the next course of treatment, such as initiating physiotherapy sessions, which are also readily available in-house. For cases requiring advanced surgical intervention, T&T refers patients to HCOS, where they receive specialized orthopaedic care. This collaborative and integrated approach maximizes efficiency, enhances patient convenience, and ensures the delivery of high-quality, comprehensive care.

Our Group has obtained all requisite material approvals, licenses and permits, and is in compliance with laws and regulations, that would materially affect our business operations.

Further details are set out in the sections entitled “General Information on our Group – History”, “General Information on our Group – Business Overview” and “Business” – “Material Licenses, Permits, Registrations and Approvals” of this Prospectus.

Corporate History and Reorganization

LYC (Cayman) was incorporated on October 18, 2024, under the laws of the Cayman Islands, while LYC Medicare was incorporated on August 13, 2024, in the Republic of Singapore. On [●], LYC (Cayman) acquired all the shares in LYC Medicare, following which LYC Medicare became a direct wholly owned subsidiary of LYC (Cayman).

Our Operating Subsidiaries are T&T Medical Group Pte Ltd (“T&T”), which was incorporated on April 12, 1989, under the laws of the Republic of Singapore and HC Orthopaedic Surgery Pte Ltd (“HCOS”), which was incorporated on September 8, 2017, under the laws of the Republic of Singapore. Through our Operating Subsidiaries, LYC (Cayman) provides an integrated and holistic suite of medical services covering medical and specialist treatment in the field of musculoskeletal-related medical care.

On [●] [●], 2025, as part of a reorganization, prior to the listing, which is in process and has not yet been completed, four persons (LYC Medicare Sdn Bhd, Maybank Nominee (Tempatan) Sdn Bhd for Kenanga Investors Bhd (Clients’) Account, Dr. Chan Ying Ho (Henry), and Ting Choon Meng) (“Acquiring Shareholders”) acquired all of the shares of HCOS and T&T from LYC Medicare Singapore Limited for an aggregate consideration of SGD 10,000. The Acquiring Shareholders subsequently sold all of the shares in HCOS and T&T to LYC (Cayman) for an aggregate consideration of SGD 31,282,001, settled by an issuance of 9,940,000 Class A ordinary shares and 18,060,000 Class B ordinary shares by LYC (Cayman) to the Acquiring Shareholders and LYC (Cayman) nominated its wholly owned subsidiary, LYC Medicare, to acquire these shares. Upon completion of such reorganization, HCOS and T&T became indirect wholly owned subsidiaries of LYC (Cayman) through LYC Medicare.

Our anticipated corporate structure following the reorganization of the Company’s legal structure which is in process and has not yet been completed and upon completion of this offering⁽¹⁾.

The Industry

The global orthopaedic market is anticipated to grow on account of greater awareness of higher quality healthcare, rising geriatric population and increase in the demand in developed and developing nations. In Singapore, the orthopaedic market in Singapore is expected to be driven by additional factors such as ageing population, rising income level, insured population in Singapore, etc.

Our Competitive Strengths

We believe that we are able to compete effectively due to the following competitive strengths:

See “Business – Competitive Strengths” on page 71.

Our Growth Strategies

Our business strategies and future plans are to:

See “Business - Growth Strategies” on page 72

Singapore Healthcare Trends and Market Opportunities

Our management believe that the prospects of our Group are encouraging for the following reasons:

SUMMARY RISK FACTORS AND CHALLENGES

Investing in our Class A Shares involves risks. The risks summarized below are qualified by reference to “Risk Factors” beginning on page 15 of this prospectus, which you should carefully consider before making a decision to purchase our Class A Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A Shares would likely decline, and you may lose part or all of your investment.

These risks include but are not limited to the following:

Risks Related to Our Business

Risks Related to the Medical Healthcare Industry

Risks Related to Our Securities and This Offering

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” as defined in the federal securities laws. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements include:

We will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (ii) the end of the first fiscal year in which we are deemed to be a “large accelerated filer”, as defined in the Securities Exchange Act of 1934, as amended, (the “Exchange Act”); (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the end of the fiscal year during which the fifth anniversary of this offering occurs. We may choose to take advantage of some, but not all, exemptions afforded to emerging growth companies. We currently intend to take advantage of the exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. The Company will take advantage of the extended transition period for complying with any new or revised financial account standards provided pursuant to Section 7(a)(2)(B).

Implications of Being a Foreign Private Issuer

We will become subject to the information reporting requirements of the Exchange Act that are applicable to “foreign private issuers”, and under those requirements we will file reports with the SEC. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

Furthermore, Nasdaq listing rules allow foreign private issuers to rely on their home country corporate governance practices in lieu of Nasdaq corporate governance requirements, provided that we comply with the requirements relating to notification of noncompliance, voting rights and the composition of the audit committee. As we may choose to rely on our home country corporate governance requirements and certain exemptions thereunder to the extent permitted by Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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 principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules and will be required to comply with the applicable requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer.

Implications of Being a “Controlled Company”

Controlled companies are exempt from the majority of independent director requirements. Controlled companies are subject to an exemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within one year of the listing date. 

Public companies that qualify as a “Controlled Company” with securities listed on the Nasdaq Stock Market, must comply with the exchange’s continued listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these corporate governance requirements may lose their listing status. Under the Nasdaq rules a “controlled company” is a company with more than 50% of its voting power held by a single person, entity, or group. Under the Nasdaq rules, a controlled company is exempt from certain corporate governance requirements including:

Controlled companies must still comply with the Nasdaq Capital Market’s other corporate governance standards. These include having an audit committee and the special meetings of independent or non-management directors.

Upon completion of this offering, our issued and outstanding shares will consist of 25,582,001 Class A Shares and 5,418,000 Class B Shares assuming the underwriters do not exercise their over-allotment option to purchase additional Class A Shares. Immediately after the completion of this offering, LYC Medicare Sdn Bhd, our Controlling Shareholder, will own approximately 49% of our total issued and outstanding Class A Shares, and 100% of our total issued and outstanding Class B Shares, representing approximately 84% of the total voting power of our capital stock. As a result, we will continue to be a “controlled company” as defined under Nasdaq Listing Rule 5615(c) because our Controlling Shareholder will hold more than 50% of the voting power for the election of directors. Therefore, our Controlling Shareholder will be able to exert significant control over our management and affairs requiring shareholder approval, including approval of significant corporate transactions. This concentration of ownership may not be in the best interests of all of our shareholders. As a “controlled company”, we are permitted to elect not to comply with certain corporate governance requirements. As of the date of this prospectus, we have not relied on these exemptions, but we may elect to do so in the future.

Corporate Information

We were incorporated in the Cayman Islands on October 18, 2024. Our registered office in the Cayman Islands is at 4^th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands. Our principal executive office is at 435 Orchard Road #21-05, Wisma Atria, Singapore 238877. Our telephone number at this location is +65 6962 2517. Our principal website address is www.lychealthcarecayman.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Schlueter & Associates, P.C. 5655 South Yosemite Street, Suite 350, Greenwood Village, CO 80111.

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

THE OFFERING

Summary Combined Financial Data

You should read the following summary combined financial data together with our audited combined financial statements and the related notes appearing at the end of this prospectus, “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus,

Combined Balance Sheet Data:

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 the 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.

Risks Related to our Business

We are subject to regulations and licensing requirements governing the clinical and specialist services, the compliance of which may be costly, and we may not be able to retain, renew or obtain licenses and permits necessary for the operation of our business.

Our Clinical and Specialist Services are highly regulated and are subject to extensive government laws, regulations, licensing, and accreditation requirements which may evolve from time to time. Our clinical and specialist services business operations consist of the provision of specialist orthopaedic and chronic disease management services to patients who visit our clinics. As such, we and our healthcare professionals are subject to various laws and regulations issued by various governmental agencies such as the MOH, the Health Sciences Authority of Singapore and, in relation to the doctors, the Singapore Medical Council (“SMC”), in respect of our business in Singapore;

These laws, rules, and regulations in Singapore to which we are subject to govern, inter alia, the:

Safety, health and environmental laws and regulations in Singapore are stringent and it is possible that they will become significantly more stringent in the future. If we are held to be in violation of such regulatory requirements, including conditions in the permits required for our operations, by courts or governmental agencies, we may have to pay fines, modify, suspend, or discontinue our operations, incur additional operating costs, or make capital expenditures. Our employees may also be faced with criminal charges in some instances. Any such costs may have a material adverse effect on our business, financial condition, results of operations and prospects.

Any changes to existing government laws, regulations, licensing and accreditation requirements or the introduction of new applicable laws and regulations may have a negative impact on our business due to an increase in compliance costs, including costs associated with enhancing our compliance function to monitor developments and changes to the relevant regulations and laws. We may be required to apply for new approvals, licenses and/or permits, and there is no assurance that we will be able to obtain these new approvals, licenses and/or permits. The relevant authorities such as the MOH, and the SMC may suspend or deny renewal of our Group’s existing licenses or qualifications in respect of our business operations and healthcare professionals if they determine that we do not meet applicable standards. Although our Group has satisfied the licensing requirements for its present business and operations, there is no assurance that it will be able to obtain, maintain or renew these licenses for its future operations. If we fail to obtain, maintain, or renew any governmental licenses, permits, qualifications and approvals, our Group’s operations and hence, our business, financial condition, results of operations and prospects, may be adversely affected.

Currently, we have in place a number of existing regulatory licenses, approvals and permits for the purposes of our business operations. The licenses and permits we have obtained are subject to conditions stipulated in the licenses and permits and/or in the relevant laws, rules, and regulations under which they have been issued. These conditions must be complied with for the duration of the licenses and permits. Where there is a failure to comply fully, the relevant authorities have the power to revoke the licenses and permits. While we have not in the past experienced any similar occurrence, in the event the foregoing happens, our business, operations and financial position will be adversely affected. If our licenses are revoked or renewal of such licenses and permits cannot be obtained, or the terms imposed for renewal are not acceptable or favorable to us, we may have to pay fines, modify, suspend, or discontinue our operations, incur additional operating costs or capital expenditure, and consequently our operations and business, financial condition, results of operations and prospects will be adversely affected.

While we have not in the past experienced any difficulty in renewing our licenses, approvals or permits, there is no assurance that upon the expiration of the licenses, approvals or permits under which our Company carries on its business operations, our Company will be able to successfully renew them in a timely manner or at all, or that the renewal of these licenses will be granted on terms acceptable to us, or that if the relevant authorities enact new laws and regulations, our Company will be able to successfully comply with these requirements.

We are dependent on our key management personnel which include our key medical specialists

Our Group attributes our success to the leadership and contributions of the current Key Management Personnel of our Group, including Dr. Chan Ying Ho (Henry) who is the founder of HCOS and who spearheads the orthopaedic, trauma and sports injuries services within our clinical and specialist services segment, and Dr. Ting Choon Meng who is the founder of T&T and who leads the primary care medical clinic and chronic disease center within our Clinical and Specialist Services segment.

Dr. Chan Ying Ho (Henry) and Dr. Ting Choon Meng have each managed to (i) attract and retain a significant number of healthcare professionals of our Group; (ii) establish collaborative and longstanding working relationships with various healthcare professionals such as physiotherapists, radiologists, anesthetists, and surgical assistants; and (iii) build patient bases and referral networks.

Our Group’s continued success is therefore dependent to a certain extent on our ability to retain our Key Management Personnel who have extensive clinical experience and network and/or have been and continue to be responsible for our continued growth, corporate development, and overall business strategies. As our business expands, we are also looking to hire additional general practitioners to support our Key Management Personnel. Although there are succession plans in place to continue to develop our talent pool of new medical specialists to ensure continuity, there can be no assurance that such plans will be successful, or that we will have the required quality and quantity of medical specialists to manage and provide our clinical and specialist services. If we are not able to develop the required quality and quantity of new medical specialists to manage and provide our clinical and specialist services, or if we lose the services of any of our key medical specialists, our business, financial condition, results of operations and prospects will be materially and adversely affected.

We are dependent on our doctors, and skilled healthcare professionals.

Our Group’s performance and growth depend on our ability to attract and retain other doctors, skilled healthcare professionals to support the services provided by our Group. We rely on their extensive knowledge and experience in orthopaedics, osteoarthritis, primary medical care, and general business practices of the medical industry. If any of our doctors are sick or unable to work for any reason, we may have to cease operations of our clinics. In such a scenario, there may be an adverse impact on the performance of our clinics and our business, results of operations, financial condition and prospects may be materially affected.

We face increasing competition in hiring doctors, and skilled healthcare professionals and our continued success is therefore dependent to a large extent on our ability to hire and retain our staff who have extensive experience in the clinical and specialist services industries and who are responsible for executing and implementing our growth, corporate development, and overall business strategies. Competition for qualified employees may result in us having to pay higher wages to attract and retain our employees, which may result in higher labor costs. The loss of our Key Management Personnel without suitable and timely replacements, or our inability to attract and retain qualified management personnel or skilled and experience staff, could materially and adversely affect our financial position, results of operations, business, future growth, and prospects.

We depend on third-party external medical practitioners and vendors, and at times, we may enlist locum doctors to support our operations.

In order to provide imaging and physiotherapy services at our primary care medical clinic, we have entered into arrangements with third-party service providers for the provision of such services. We have entered into a Radiological Services Agreement with the Jireh Group Pte Ltd to set up an X-ray laboratory to provide medical imaging services for our patients and a Collaboration Agreement – Physiotherapy with Egeiro Physiotherapy Pte Ltd to provide qualified and licensed physiotherapists to deliver physiotherapy services to our patients. See “Business – “Imaging Services and Medical Consultations” and “Physiotherapy Services.”

These third-party service providers have to maintain the necessary licenses for their provision of the relevant services. Although the Group is satisfied that the third-party service providers currently possess the necessary licenses to provide the relevant services, there is no assurance that the third-party service providers will be able to maintain their licenses in the future on substantially the same conditions or at all. If the licenses of such third-party service providers are revoked, or renewal of such licenses cannot be obtained, we may have to source alternative service providers, which may in turn adversely affect the quality of the services provided by our Group, particularly if our Group is unable to engage sufficient service providers to our standards of service or at all. Potential increase in manpower costs to engage new third-party service providers may also adversely affect our Group’s business, financial condition, results of operations and prospects.

We also occasionally depend on external medical practitioners to supplement our in-house expertise, primarily in specialized areas where additional consultation or services are required. The extent of this reliance depends on various factors, including patient needs, regulatory requirements, and operational efficiency and the costs associated with these collaborations, vary based on the frequency of engagements, and the level of specialization required.

If our key medical specialists were to leave us, we may require substantial time to find replacements and we may have to rely on external medical practitioners for extended periods of time. Although we typically engage experienced locum doctors or external service providers with whom we are familiar, there is no guarantee that the quality of service they provide will surpass or match the level offered by our regular medical practitioners. In addition, certain of the licenses upon which we rely are issued to external professionals, and if we were to end our business relationship with such persons, we may face temporary disruptions to the operation of our business while we engage the services of other service providers, which may have a detrimental effect on our business, financial position, and results of operations.

While there has not been any prior material instance of poor service quality from locum doctors or external service providers causing a material adverse impact on us, if our clinics need to be managed by locum doctors or external service providers for extended or frequent periods, this could negatively affect our Group’s business, results of operations, financial condition, and prospects.

We have limited or no control over the quality of medical equipment, consumables, and other supplies we use in our operations

We use a variety of pharmaceuticals, medical equipment, consumables, and other supplies in our operations all of which are procured from third-party suppliers through individual purchase orders rather than formal supply agreements. We routinely perform vendor assessments and monitor the quality of supplies procured from our suppliers, to determine whether such supplies are free from defects or contamination and meet the relevant quality standards and are not counterfeits. If we inadvertently use products provided by our suppliers which are defective, contaminated, counterfeit, of poor quality or are otherwise unsafe or ineffective, we could be subject to product liability claims, complaints, suspensions or adverse publicity, any of which may damage our public image and reputation as a reliable clinical and specialist services and in turn adversely affect our business, operations, financial performance, financial condition, results of operations and reputation. We may also need to source for and procure suitable replacement suppliers, if any, and if we are not able to procure sufficient alternative suppliers in a timely manner or at competitive rates, this may cause increased costs, supply shortages or delays that could lower our profit margins and result in delays in our operations.

We are exposed to potential fluctuations in overhead costs and shortages of medical consumables

We are subject to the risks of rising business costs including the cost of manpower, medical implants, day surgery room charges, overheads and various other costs incurred for the provision of our services. We do not manufacture our own medical consumables and instead rely on a global network of suppliers to manufacture, produce, and supply us with medical consumables and therefore our ability to deliver our services and products to our customers is dependent on our suppliers’ ability to continue manufacturing our medical equipment and supplies, and medical consumables on time and at competitive prices.

If we are unable to find suitable alternatives to our supplies in a timely manner or at all or are required to resort to suitable alternatives at higher prices, it could have a material and adverse effect on our business, financial condition, results of operations and/or prospects.

Increase in operating costs, namely lease rental rates and risk of relocation, may cause disruption to our business operations.

We lease the premises of our existing clinics. Our present lease terms for most of our clinics are for a period of three years or less. Upon the expiry of the leased tenure, the landlords have the right to review and revise the terms and conditions of the lease agreements. Some of our landlords are entitled to unilaterally terminate the respective leases with us without cause. We face the possibility of an increase in rent by the landlords or not being able to renew the leases on terms and conditions favorable to us. Any increase in rent would inevitably increase our operating costs, thereby affecting our profits. We will also incur additional costs if we have to relocate our clinics. While we have been on good terms with the landlords so far, and we lease multiple premises with different landlords to mitigate the risk of individual leases discontinuing, there can be no assurance that our operations will not be adversely affected due to our inability to continue our existing leases.

We are reliant, to some extent, on the recognition of our brand names and trademarks in our business as well as the reputation of our specialist doctors

In our business operations, specific brand names, reputation and trademarks play a crucial role, and we have registered as trademarks in Singapore, certain brand names upon which we rely, including “LYC Healthcare”, “HCOS”, “T&T” and “LYC HEALTHCARE (CAYMAN) LTD”. If we fail to protect and enhance our brand identities, fail to successfully register our trademarks, or if we fail to properly supervise the use of, and compliance with, our brands by third party medical services or other facility providers, the market recognition of each of our brands and trademarks may deteriorate. We may also be negatively impacted by brand dilution or reputation damage arising from the unauthorized and/or improper use of our name, logo and/ or brand names by other parties. Any claims and legal actions brought forward by our patients and/or our customers may also have a negative impact on our brand image. As such, we may not be able to operate our clinical and specialist services businesses at optimal levels and, as a result, our business, financial condition, results of operations and prospects may be materially and adversely affected.

In addition, due to the nature of our clinical and specialist services business, our brand names are invariably linked to the reputation of our specialist doctors. Any negative publicity against our specialist doctors may tarnish their reputation and standing in the medical industry and may adversely affect our business by causing the number of patients who visit our clinics to decline. While we have not encountered any such claims and/or legal actions that have materially and adversely affected our business, operations, financial performance, financial condition, results of operations and prospects, there can be no assurance that we will not be subject to such claims and/or legal actions in the future that may have a material adverse impact on our brand names, trademarks, and reputation.

Our intellectual property rights may be infringed upon, or we may infringe the intellectual property rights of third parties

Our clinical and specialist services are marketed under the registered trademarks “HC Orthopaedic Surgery” and “T&T Medical Group” brands, which we believe have increasingly gained recognition in the medical industry in Singapore that enables us to provide our services at a premium. There is no assurance that our intellectual property rights will not be infringed upon in Singapore, or any other jurisdiction. Depending on whether we are able to discover any such infringement of our intellectual property rights or successfully enforce our legal rights in the jurisdictions where such infringements may occur, our business and branding may suffer as a result of any misuse of our intellectual property rights. In such circumstances, our reputation and business may be adversely affected. While we have not encountered any incidents in the past where our intellectual property rights were infringed by third parties, there can be no assurance that we will not face such incidents in the future. If we decide to pursue action against any such infringements, it could result in the diversion of our resources and management’s attention, which may adversely affect our results of operations.

Furthermore, there is no assurance that we will not infringe the intellectual property rights of third parties. While we have not encountered any incidents in the past where claims of infringement of intellectual property rights have been made against us, there can be no assurance that we will not face such incidents in the future. In the event of any such infringement, we may be subject to claims or actions by such third parties and our business, financial condition, results of operations and prospects may be adversely affected.

We may not have adequate insurance coverage in place despite having mandatory professional malpractice insurance

We are exposed to potential liability risks that are inherent to the provision of medical services which liabilities may exceed our available insurance coverage or arise from claims outside the scope of our insurance coverage.

While we believe that we have insured our business operations in line with industry practices in Singapore, there can be no assurance that such insurance coverage will be sufficient to cover all potential liabilities and risks that we face. Furthermore, while each of our medical specialists individually maintain insurance coverage for medical malpractice indemnity, there can be no assurance that liability claims will not be in excess of the existing coverage provided for, or that such insurance coverage is comprehensive enough to cover all types of liability claims against us and/ or our medical specialists. There is also no certainty whether any or all of our insurers will remain solvent and meet their contracted obligations to provide the coverage we have contracted for at such time when such matters may occur or require resolution. If our arrangements for insurance or indemnification are not sufficient to cover claims, including in the case of claims exceeding policy aggregate limitations or exceeding the resources of the indemnifying party, we may be required to make substantial payments, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

Additionally, should there be adverse developments such as terrorist attacks and other natural or man-made disasters such as floods, fire hazards and other events beyond our control, we may not have adequate insurance coverage to cover these liabilities and risks, and our business, financial condition, results of operations and prospects may be materially and adversely affected. In addition, our Group’s insurance policies are renewed on an annual basis and there is no assurance that we will be able to renew all of our policies or obtain new policies on similar terms.

Further, any material change in the terms of our medical specialists’ professional indemnities may have a disproportionate and material adverse effect on our business, financial condition, results of operations and prospects. Our medical specialists currently subscribe to an occurrence-based indemnity which provides protection from claims arising from incidents during the year of subscription regardless of when the claim is made. If material changes are made to the terms of such professional indemnities such as a shift to claims-based insurance where coverage only provides protection from claims arising from incidents during the year of subscription, provided the incident is reported within that year or on such other terms as the insurers may decide, it may result in claims for which we may not be compensated by insurance proceeds (if any) and/or contractual indemnities (if any). Should any such material changes occur, and, in the event, we are exposed to uninsured claims, we may be subject to additional liabilities, which will in turn have a material adverse effect on our business, financial condition, results of operations and prospects.

There is no assurance that our future plans will be successful

We aspire to become a “one-stop” healthcare solutions provider to our patients by expanding our current suite of orthopaedic services to include other ancillary services such as a full suite of diagnostic and screening capabilities, physiotherapy, and pain management. Such expansion plans may also include the expansion of existing facilities, the acquisition of additional medical equipment and the acquisition of talent and businesses that are complementary to our existing businesses. Although we have identified our future growth plans as viable avenues to pursue our strategic and business growth initiatives, the net proceeds from this Offering may not be sufficient to fully cover the estimated costs of implementing all these plans. In the event that we do not have sufficient internal funds available and are unable to secure third party financing on acceptable terms, or at all, to fund such expansion plans, we may not be able to proceed with our expansion plans. Under such circumstances, issuances of debt and/or equity securities after the Offering may be necessary to raise the required capital to develop these growth opportunities. If new Class A Shares are issued after this Offering, they may be priced at a discount to the then prevailing market price of the Class A Shares trading on Nasdaq, in which case, our existing Shareholders’ equity interest may be diluted, and our Class A Share price may also decline. If we fail to utilize the new equity to generate a commensurate increase in earnings, our EPS will be diluted, and this could lead to a decline in our Class A Share price. Any debt financing may, apart from increasing interest expense and gearing, contain restrictive covenants with respect to dividends, any future fundraising exercises, and other financial and operational matters. Furthermore, there is no guarantee that we will be able to secure consents to incur any indebtedness.

The scope and complexity of our operations would also increase significantly with the expansion of our Group’s business.

Our growth is partially dependent on our ability to open additional clinics, to identify expansion opportunities and for such expansion initiatives to become profitable

Our growth depends, to a certain extent, on our ability to fund, establish or acquire and manage additional clinics, identify expansion opportunities, satellite centers, strategic partnerships, and joint ventures. Such business expansion initiatives are capital intensive, and we may experience difficulties in implementing such growth initiates, We may not be able to identify suitable sites for new clinics, satellite centers or facilities, or expand, improve, and augment our existing businesses. There may be limited attractive acquisition or expansion opportunities, and we may not be able to negotiate attractive terms for such acquisitions or expansions, which may demand high valuations. We may also encounter challenges in securing the necessary financing for such opportunities. If we are unable to successfully identify opportunities for the aforementioned business expansion initiatives or face difficulties in the process of such expansions, or if it takes longer than anticipated for such expansion initiatives to become profitable, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We may be adversely affected by the spread or outbreak of any infectious, contagious, or virulent diseases or serious public health issues

We face risks from the outbreak of communicable or virulent diseases and pandemics/epidemics such as Severe Acute Respiratory Syndrome (SARS), Middle East, Respiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1 and H7N9) or bird flu or Ebola and most recently, the outbreak of COVID-19 in countries which we operate, which may materially and adversely affect our operations. In March 2020, the World Health Organization declared the outbreak of a new infectious disease known as “COVID-19”, to be a pandemic. which spread rapidly in almost all regions around the globe and resulted in a rapid deterioration of the political, socio-economic, and financial situation globally. Countries around the world started to implement measures such as lockdowns and travel restrictions in order to prevent the spread of COVID-19. In Singapore, the MOH directed healthcare institutions to defer healthcare services which were triaged as non-essential services including aesthetic services, elective joint replacement surgeries, adult vaccination, and screening services. Furthermore, restrictions were placed on the entry of short-term visitors into Singapore and travel advisories were issued to discourage Singapore citizens and permanent residents from travelling overseas.

The reemergence of COVID-19 or outbreaks of other contagious and virulent diseases such as SARS, the MERS, S influenza such as H5N1 and H7N9, the avian influenza and the Zika virus could require us to temporarily shut down our clinics, and centers, for an uncertain period of time to contain the spread of such diseases. Any such disruptions to our business and operations may have a negative impact on our business, financial position, results of operations and prospects. Furthermore, potential patients from overseas may also decide to seek medical treatment from clinics in other countries. In addition, occurrences of epidemics and pandemics could also result in negative public opinion of medical institutions, which could have a material adverse effect on the business, financial condition, results of operations and prospects of our Group.

We face risks relating to the political, economic, regulatory, social, and legal environments in the jurisdictions in which we currently or may in the future operate

We have operations and/or a presence in Singapore and may expand into other jurisdictions in the future. We are subject to certain risks inherent in conducting business, such as political, economic, regulatory, social, and legal developments in each jurisdiction in which we currently or may in the future operate, many of which are beyond our control.

These risks include but are not limited to:

The jurisdictions in which we currently or may in the future operate may be in a state of rapid political, economic, and social changes, which will entail risks to our business and operations. There can also be no assurance that we will be able to adapt to the local conditions, regulations and business practices and customs. Any changes implemented by the government of these jurisdictions resulting in, among other things, currency and interest rate fluctuations, capital restrictions and changes in duties and taxes detrimental to our business could materially and adversely affect our business, financial condition, results of operations and prospects.

Rapid technological advances, technological failures and other challenges related to our medical equipment and systems could adversely affect our business

We use sophisticated, specialized, and expensive medical equipment to provide our services, including and without limitation, equipment required for complex diagnostic treatment procedures, such as MRI machines, robotic equipment, surgical microscopes, image intensifiers and arthroscopic systems. Most of our equipment is leased for specific use from the medical centers in which our clinics are located in or from third-party vendors, which enables our business to operate on an asset-light, strong cash flow business model. While this asset-light operating model allows us to incur less capital expenditure, there is no assurance that the required medical equipment will be available as and when required by us, or that it will be maintained to standards or at desirable levels as required. A failure to access specialized medical equipment as needed and at required maintenance levels may materially and adversely affect our business, financial condition, results of operations and prospects.

Frequent upgrades are typically required for medical equipment as innovation can result in equipment obsolescence. Replacement, upgrading or maintenance of equipment may involve significant costs to both us and the medical centers our clinics are located in. The high costs of medical equipment may mean that the medical centers which our clinics are located in may not maintain any additional back-up equipment, and, therefore, if such equipment is damaged or breaks down, our ability to provide the relevant services to our patients may be impaired. If we and/or the medical centers which our clinics are located in are unable to keep up with technological advances, our medical specialists and patients may turn to other hospitals or clinics which have more advanced equipment and our competitive edge will be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

We intend to continue updating our existing medical equipment and facilities in order to keep up with advances in medical technology which are relevant to our medical services. In addition, we are constantly looking out for medical specialists with specialized technical expertise that will improve our business, including experience and capabilities in operating advanced medical equipment. If we are unable to adapt to and leverage on such advances in technology, demand for our products and services may decline and we may lose our competitive edge. There is also no assurance that we will be able to recover the financial outlay for such investments in new medical equipment should patients’ and customers’ expectations for these products and services not be met which may result in a material and adverse effect on the business, financial condition, and results of operations of our Group.

The clinical and specialist services industries are characterized by rapid developments in medical technology and technical expertise, we may be exposed to changes in technology in the fields in which we operate, including alternative and non-invasive procedures, treatments, medical equipment, and drugs, that may be more effective and/or offer better efficacies, or are easier to use or more economical than those currently utilized by us. There is no assurance that the services, procedures, treatments, medical equipment, drugs, and products used and/or offered by us will not become obsolete or that we will be able to acquire suitable alternative procedures, treatments, technical expertise, medical equipment, drugs, and products. In such an event, the demand for our services and products, our reputation, business, financial condition, results of operations and prospects may be materially and adversely affected.

Our business may be negatively affected by security threats, cyber-attacks, and other disruptions affecting our information technology and related systems

Our information technology systems are an important part of our business and internal control and management systems, and help us manage clinical systems, medical records, and inventory. We rely on our information technology (“IT”) systems in our day-to-day operation of our business to process, transmit and store sensitive or confidential data, including electronic health records, other protected health information, and financial, payment and other personal data of our patients and customers, as well as to store our proprietary and confidential business performance data. Although we have redundancies and other measures designed to protect the security and availability of the data we process, transmit and store, our IT and infrastructure remain vulnerable to computer viruses, attacks by hackers, or breaches due to employee error or malfeasance. Any technical failures associated with our information technology systems, including those caused by power failures, computer viruses and other unauthorized tampering, may cause interruptions in our ability to provide services to our patients. Also, if our information technology systems are not upgraded as needed, we may be unable to adequately manage our clinical systems, medical records, and inventory.

We are also exposed to risks of cybersecurity threats, data privacy breaches as well as other network security risks both in respect of our IT systems as well as those of third parties, such as banks with which we maintain banking accounts. The scale and level of sophistication of cybersecurity threats have increased especially in recent times. The risks of cyber-attacks leading to manipulation or thefts of sensitive and/or confidential information may result in litigation actions from customers and/or regulatory fines and penalties or may have an adverse impact on our reputation.

Furthermore, our networks and technology systems may be subject to disruption due to events such as fire, telecommunications failure, terrorist attack or other catastrophic events. Any such breach or system interruption could result in unauthorized disclosure, misuse, or loss of confidential, sensitive, or proprietary information, could negatively impact our ability to conduct normal business operations (including the collection of revenues), and could result in potential liability and damage to our reputation, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We face potential risks associated with cybersecurity and the handling of personal information and medical data.

National laws, rules and regulations generally require medical establishments to protect the privacy of their customers and prohibit unauthorized disclosure of personal information and the medical records of patients of our clinical and specialist services segment.

Regulations in the jurisdictions in which we operate or may operate in the future may require licensees of a medical establishment to keep and maintain proper medical records. In this regard, such licensees are generally required to take all reasonable steps, including implementing such processes as are necessary, to ensure that such medical records are accurate, complete, and up-to-date and to implement adequate safeguards (whether administrative, technical, or physical) to protect the medical records against accidental or unlawful loss, modification or destruction, or unauthorized access, disclosure, copying, use or modification. Concerns around data privacy have been escalating, with the governments in many countries enacting laws and regulations relating to data privacy.

In Singapore, the PDPA imposes certain obligations on us surrounding our collection, use or disclosure of personal data. We are also required under the HCSA to take all reasonable steps, including implementing such processes as are necessary, to ensure that the medical records of our patients are as accurate, complete and up-to-date as are necessary for the purposes for which they are to be used, and to implement adequate safeguards (whether administrative, technical or physical) to protect the medical records against accidental or unlawful loss, modification or destruction, or unauthorized access, disclosure, copying, use or modification. In order to mitigate the risks of such events, we utilize physical servers and cybersecurity software, and we may implement more robust cybersecurity measures in the future, such as intrusion detection systems to detect and respond to potential security breaches in real-time and to encrypt sensitive patient information in our system. While we seek to protect the data privacy of our patients, the controls we have implemented to protect the confidentiality of personal and medical information may not be effective in preventing unauthorized disclosure of such information. Significant failure of security measures may undermine customer and patient confidence, lead to potential misuse of such information and result in litigious actions from customers and/or regulatory fines and penalties.

We currently keep and maintain both digital and paper medical records. We may be subject to liability as a result of any accidental or unlawful loss, unauthorized access, modification, disclosure, copying, hacking (in the case of our digital records), theft or misuse of personal and medical information, in relation to our paper or digital medical records, as the case may be. While to date we have not, encountered any such incident which had a material adverse impact on our business, financial condition, results of operations and prospects, any such hacking, unauthorized access, modification, disclosure, copying, hacking, theft, or misuse of personal and medical information may result in us being in breach of applicable data privacy laws and regulations. Any contravention of such laws and regulations may render the person committing the offence liable on conviction to a fine or imprisonment. These laws, rules and regulations are subject to changes. Compliance with new data protection, privacy and security laws, regulations and requirements may result in increased operating costs and may constrain or require us to alter our business model or operations which may in turn affect our business, financial condition, results of operations and prospects.

In addition, we may be subject to liability as the result of any theft or misuse of personal and medical information stored on our system. The Company is in compliance with Singapore’s regulations governing the licensing, medical record maintenance and operation of a private hospital, medical clinic, or healthcare establishment. In this regard, such licensees are required to take all reasonable steps, including implementing such processes as are necessary, to ensure that such medical records are accurate, complete, and up-to-date and to implement adequate safeguards (whether administrative, technical, or physical) to protect the medical records against accidental or unlawful loss, modification or destruction, or unauthorized access, disclosure, copying, use or modification. Any contravention of these regulations would render the person committing the offence liable on conviction to a fine or imprisonment.

Failure of security mechanisms may also result in the imposition of additional regulatory measures relating to the security and privacy of customer data, which may lead us use significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, which may have a material adverse effect on our business, financial condition, results of operations and prospects. We may also be subject to enforcement action by the competent authorities or regulators in the event our management team fails to make reasonable assessment of the risks relating to handling of personal information and medical data which may lead to a breach in personal data protection obligations. Such enforcement action may result in financial penalties, reputational damage and may have a material adverse effect on our business, financial condition, results of operations and prospects.

We have limited or no control over the data protection measures of our third-party service providers and could be exposed to risks relating to our third-party service providers’ handling of our patients’ personal information and medical data

To provide the imaging services we offer to our patients at our primary care medical clinic, we have entered into arrangements with third-party service providers for the provision of such services. Our third-party service providers are responsible for ensuring that the storage and maintenance of imaging data, reports and records of our patients comply with the applicable MOH requirements in respect of the storage of patient data.

While we have implemented safeguards to protect the medical records and personal data of our patients, we are not able to control whether our third-party service providers’ data protection measures are in compliance with the MOH requirements and/or the requirements for protection of personal data under the PDPA, and there is no assurance that our or their data protection measures are adequate to protect our patients’ personal and medical information against unauthorized access, modification, disclosure, copying, hacking, theft or misuse.

Any theft or misuse of personal and medical information stored on our third-party service providers’ system, may result in us being in breach of applicable data privacy laws and regulations, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We are also subject to general government policies, laws, and regulations with which we may be found to be non-compliant, and changes in government policies, laws or regulations may affect our business and profitability

We are subject to regulations and licensing requirements governing the clinical and specialist services, the compliance of which may be costly, and we may not be able to retain, renew or obtain licenses and permits necessary for the operation of our business, we are also subject to other general government policies, laws, and regulations of each country in which we operate, including, among others, those relating to antitrust, anti-corruption, corporate governance, labor, and taxation.

If we and/or our employees violate any applicable law or regulation or fail to satisfy the conditions or comply with the restrictions imposed by any statutory or regulatory requirements, we may become subject to regulatory enforcement actions or be subject to fines, penalties, warnings, or additional costs, which may materially and adversely affect our business, prospects, financial condition, and results of operations.

We are also subject to various laws and regulations governing our corporate administration and management, and there is no assurance that we will be able to maintain at all times full compliance with such laws and regulations. Owing to the long operating history of T&T, we have encountered corporate secretarial irregularities that may conflict with or affect the validity of past corporate actions we take, such as with respect to late filings with ACRA in respect of the appointments and resignations of our auditors, secretaries or directors, and lack of proper record keeping in respect of consents to act of our auditors and shareholder resolutions in respect of the appointment of our past auditors and past allotments of shares and/or transfer documentation in respect of past transfers of shares. Certain of such past irregularities may be subject to penalties of up to S$5,000 per non-compliance under the Companies Act 1967 of Singapore but are not expected to have any material adverse implications on our financial performance or operations. While (a) we have passed directors’ resolutions and shareholders’ resolutions in respect of T&T to confirm, approve and ratify past appointments and resignations of auditors, secretaries and directors, as well as past transfers of shares, in order to resolve certain selected corporate secretarial irregularities which may be resolved ex post facto; (b) we have engaged Boardroom Corporate & Advisory Services Pte. Ltd. as our corporate secretarial agent to assist with the day-to-day oversight of the corporate secretarial matters and to mitigate against further instances of our non-compliance; and (c) we have not encountered any disputes or received any claim from past shareholders or any other third parties, such previous irregularities may give rise to potential claims from past shareholders and other third parties, which, together with any future instances of irregularities, may have an adverse effect on our business, prospects, financial condition and results of operations.

Occurrence of any acts of God, war, terrorist attacks and other catastrophic events may have a material adverse effect on our business, financial condition, results of operations and prospects

Acts of God, such as natural disasters which are beyond our control, may materially and adversely affect the economy, infrastructure, and livelihood of the local population. Similarly, man-made catastrophes, such as terrorist attacks and wars may disrupt the economies of the countries we operate in. A catastrophic event or multiple catastrophic events may cause unexpected large losses and may have a material adverse effect on our business, financial condition, results of operations and prospects. There can be no assurance that our efforts to protect ourselves against catastrophic losses would be adequate. In addition, other events that are outside our control, such as fire, deliberate acts of sabotage, vendor failure or negligence, blackouts, terrorist attacks or criminal acts, could damage, cause operational interruptions to, or otherwise adversely affect our operating facilities and activities, as well as potentially cause injury or death to our employees, patients and/or customers. We cannot give any assurance that any catastrophic event, war, terrorist attacks or other hostilities in any part of the world, potential, threatened or otherwise, will not, directly, or indirectly, have a material and adverse effect on our business, financial condition, results of operations and prospects.

Challenges related to our information technology systems could adversely affect our business

We utilize third-party information technology systems which are a critical part of our business and internal control and management systems, which help us manage our inventory, payroll and finance and accounting functions.

The management of our businesses depend on the efficient and uninterrupted operation of our information technology systems, which could be exposed to unauthorized access, as a result of weak password protection. While we have taken precautions and standard operating procedures to address such risks, including but not limited to, the periodic update of passwords, and there have been no past incidents which had a material adverse impact on our operations as at the Latest Practicable Date, we cannot guarantee that such measures will continue to be successful in preventing unauthorized access to our information technology systems and/or interruptions to our business operations.

We experience competition from other similar orthopaedic service providers in private and government-owned hospitals, medical centers, and clinics.

We experience competition from other similar orthopaedic service providers in private and government-owned hospitals, medical centers, and clinics.

The healthcare business is highly competitive, and competition among healthcare providers for patients has intensified in recent years. Other healthcare providers in the areas we operate may provide services similar to those offered by us. This may have an impact on our competitive position and patient volumes. If any of our clinics do not deliver quality medical services or medical services superior to that of other healthcare providers or if our standard charges are higher than our competitors, our patient volumes could decline.

We compete with other government-owned hospitals, private hospitals, medical centers, and clinics. We will also have to compete with any future healthcare business operators. Moreover, some of these competitors may have longer operating histories, be more established and have greater financial, personnel and other resources than us. Competitors may price their services lower than ours and exert pricing pressures on us. Some of our competitors may also have plans to expand their facilities, which may exert further pricing and recruitment pressure on us. Increased competition may result in lower profit margins and a loss of market share. In particular, our competitors include medical facilities owned or managed by government agencies and trusts, which may have access to wider financing options or may be in a better commercial position to negotiate for the purchase of inventory on more favorable terms than private healthcare providers owned and managed by for-profit interests, such as us. New or existing competitors may price their services at a significant discount to ours or offer greater convenience or better services or amenities than what we provide. Smaller hospitals and other medical facilities may exert pricing pressures on some or all of our services and also compete with us for doctors and other medical professionals.

Our success depends on our ability to compete effectively against our competitors. If we are forced to reduce the price of our services or are unable to attract patients, our business, financial position, results of operations and prospects may be materially and adversely affected.

Our control over suppliers and the quality of the products they provide is limited. If these products are not manufactured in accordance with the relevant quality standards, it could have a significant adverse impact on our business and reputation.

A substantial portion of the devices, equipment, and medication used in delivering our services is procured from external suppliers. We lack oversight over the operations of these third-party suppliers and the quality of the products they furnish to us. The assurance that these products will be free from defects and comply with the necessary quality standards cannot be guaranteed. Failure to identify quality defects in the supplied products may lead to various repercussions such as injuries, fatalities, product recalls or withdrawals, license revocation, fines, or other complications that could materially and adversely affect our business, financial results, condition, and prospects.

We may be affected by technological disruptions in the healthcare sector.

The advancement of disruptive technology (which has resulted in, among others, the invention of telemedicine and e-prescription platforms) has led to alternative means for patients to access medical services and medicine. The popularity of such technological creations has also been driven by factors such as increasing healthcare costs and government initiatives. Telemedicine offers greater convenience and improved accessibility to medical support and medication through digital self-help options. Telemedicine and other disruptive technologies could reduce demand and patient visits to our clinics and may also lead to competitive pricing pressures on our services, which could reduce our profit margins and result in a material adverse effect on our business, results of operations, financial condition, and prospects. Further, we may be unable to respond on a timely basis to the changing needs of the corporations and insurance companies with whom we have entered into arrangements, and the new technologies we adopt may prove to be ineffective. Our failure to develop and introduce or enhance services able to compete with such new technologies in a timely manner could have a material adverse effect on our business, results of operations, financial conditions, and prospects. The convenience and cost efficiency afforded by such technological creations, coupled with the factors propelling them, could negatively impact and materially and adversely affect our business, results of operations, financial condition, and prospects.

Technological advancements, failures, and other challenges associated with our medical equipment and information technology systems have the potential to negatively impact our business.

Our services heavily rely to some extent on medical equipment, such as X-ray machines. The rental, replacement, upgrading, or maintenance of such equipment can incur substantial costs for our organization. Consequently, any damage or breakdown of this equipment could impair our ability to deliver essential services to our patients. Falling behind in technological advancements may lead our patients to seek services from other clinics with more advanced equipment, diminishing our competitive edge and potentially having a significant adverse effect on our business, financial position, results of operations, and prospects.

Our information technology systems play a crucial role in our business, internal control, and management systems. They assist in managing clinical systems, medical records, and inventory. Technical failures in our information technology systems, stemming from issues like power failures, computer viruses, or unauthorized tampering, may disrupt our ability to provide services to patients. Failure to upgrade our information technology systems as necessary could impede our ability to adequately manage clinical systems, medical records, and inventory.

Additionally, the theft or misuse of personal information stored in our system could expose us to liability. In Singapore, regulations governing private hospitals and medical clinics mandate licensees to maintain accurate, complete, and up-to-date medical records. Licensees must implement necessary processes and safeguards, whether administrative, technical, or physical, to protect medical records against loss, modification, destruction, or unauthorized access. Violation of these regulations could result in fines or imprisonment upon conviction.

A significant product liability lawsuit may affect our financial performance and reputation.

In the event that the products that we prescribe for our patients, such as orthopaedic devices, fail to perform as expected and such failure results in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be subject to product liability lawsuits and other claims. Such customers may seek contribution or indemnification from our Group for all, or a portion of the costs associated with product liability and warranty claims, recalls or other corrective actions involving such products. These types of claims could significantly harm our profitability or may even harm our reputation amongst our target demographics, which could detrimentally affect our future prospects.

Risks Related to the Medical Healthcare Industry

Our revenue is dependent on the provision of clinical and specialist services to individual patients who opt for private healthcare and medical services, which could decline due to a variety of factors

We may be affected by the financial ability and the willingness of individual patients to pay for private healthcare and medical services. A slowdown in the economy may lead to a decrease in demand for private healthcare and medical services as more individual patients may opt for subsidized public healthcare and medical services or treatment from other private medical providers that are more price competitive. In addition, many of the services which we provide are elective in nature and individual patients may consider delaying or postponing such procedures, or seek alternative non-invasive medical procedures, to the extent possible. Our revenue would be adversely affected if individual patients are more cautious about their medical expenses and are less keen to pay for private healthcare and medical services. A decrease in the demand for private healthcare and medical services and/or private specialist orthopaedic services and/or chronic pain care management from individual patients may have a material adverse effect on our business, financial condition, results of operations and prospects.

We are dependent on the continuing operations of the medical centers and hotel where we currently conduct our business

Our clinics are currently located in medical centers and hotels namely, Mount Elizabeth Medical Centre, Mount Elizabeth Novena Specialist Centre, Parkway East Medical Centre, Gleneagles Medical Centre, and Novotel Singapore on Kitchener (formerly known as “Parkroyal on Kitchener Road”) respectively. If there are any disruptions in the operations of these medical centers or hotels, for instance, due to a major fire, a change in public reputation of these medical centers or hotels or an outbreak of certain diseases resulting in closure of the medical centers or hotels for quarantine purposes, our business activities may be adversely affected owing to our dependence on the facilities in such medical centers and hotels. Our business in these clinics may also decline due to a reduction in our patient base. In the event the existing leases for our clinics in the aforementioned medical centers and hotels are terminated prematurely for reasons beyond our control, and we are unable to secure leases for alternative and appropriate premises based on terms that are acceptable to us, if at all, our business activities will be disrupted, and our business, financial condition, results of operations and prospects will be adversely affected.

While our clinics are equipped with the facilities needed to perform a variety of procedures on-site and minor surgical services, major surgeries and procedures will be carried out at major hospitals and other day surgery centers. For the medical specialists within our Group to be able to carry out medical procedures at the premises of the private hospitals, they are required to be accredited with the relevant private hospitals and will be subject to the qualifications and conditions imposed by these private hospitals to maintain such accreditation with them. Our current specialists, Dr. Chan Ying Ho (Henry) and Dr. Yeoh Ching Sing have been accredited as specialists in Orthopaedic Surgery by the MOH, Specialists Accreditation Board since 2013 and 2017 respectively, with no restrictions and conditions being imposed on their accreditations. Notwithstanding this, there is no assurance that Dr. Chan Ying Ho (Henry), Dr. Yeoh Ching Sing and/or any of the medical specialists which our Group engages in the future will not be subject to qualifications and conditions in respect of their accreditations or will continue to maintain such accreditations at all. To the extent that our medical specialists do not comply with such qualifications and conditions, our medical specialists may not be permitted to carry out procedures at the private hospitals’ premises. While the choice of where the procedures can be performed depends on the patient’s preference and/or the availability of the required equipment of the private hospitals, there is no guarantee that our medical specialists would be able to find alternative premises or comply with the private hospitals’ requirements and conditions in a timely manner. In such an event, our medical specialists’ ability to perform procedures may be restricted, thereby adversely affecting our business, financial condition, results of operations and prospects.

Challenges faced by the clinical and specialist services industry may have an effect on our Group

Our business, financial condition, results of operations and prospects may be affected by the challenges currently faced by the clinical and specialist services industry, including but not limited to:

We may be exposed to risks in relation to the disposal of biological hazards and the use of certain medical equipment

Part of the operations of our clinics will involve the disposal of biological hazards such as needles, used surgical items and other common by-products of clinics and day surgery centers, as well as the use of certain medical equipment. It is necessary for us to dispose the biological hazards and use such equipment in accordance with procedures prescribed under the law. Failure to comply with these procedures may expose us to fines or suspension by the relevant authorities. In addition, any injury or damage caused by the wrongful disposal of biological hazards or misuse of medical equipment may expose us to civil claims from injured parties. While we have not in past had any non-compliance with the disposal of biological hazards, if any of the above were to occur, our financial performance, financial condition, professional standing, and market reputation will be adversely affected

Our clinics are exposed to the credit risks of customers

Our clinics are subject to the credit risks of customers, and in the case of our HCOS clinic particularly in relation to receivables from day surgery centers and private hospitals. A proportion of the trade receivables of our clinics are paid by day surgery centers and private hospitals directly, who generally require a longer period of time to process the necessary payments on behalf of the insured patients. In some instances, such processing period may take up to six (6) months, which is not uncommon in the medical industry. While we have not encountered any serious delays in payment in the past which have had a material adverse impact on our Group’s financials and/or operations, there is no assurance that we will continue to be able to collect our trade receivables fully or within a reasonable period of time, or at all.

In the event of any failure to collect our trade receivables fully or in a timely manner, we may be required to make full or partial allowances for impairment of trade receivables or write-off bad debts, which may have a material and adverse impact on our Group’s business, financial condition, results of operations and prospects.

We may be exposed to risks of disputes with our third-party service providers

We have contractual relationships with third-party service providers with whom we have entered into arrangements for the provision of imaging and physiotherapy treatment services at our clinics, as part of our holistic and patient-centric care model.

We may be involved in disputes and claims between us and such third-party service providers, on grounds such as non-adherence to contract terms in respect of the collection and payment of fees, delays in payment, or breach of contract. We may also be subject to complaints, poor reputation, decreased competitiveness and loss of patients in the event such third-party service providers do not extend the same, if not a reasonable level of service and standards of patient care to our patients. Although we maintain a good relationship with such third-party service providers and have not encountered any disputes or patient complaints, the future occurrence of disputes regarding any of our contractual obligations with such third parties and/or complaints from patients on the level of service and standard of patient care, may result in disruptions to the operations and services at our clinics and a loss of patients. In addition, we may be involved in litigation or other legal proceedings and may incur substantial expenses, and the efforts of our management personnel may be diverted in order to resolve such disputes, and our business, operations, financial performance, financial condition, results of operations and prospects will be adversely and materially impacted.

Private healthcare services may decline due to a number of factors affecting the Company’s revenue.

A slowdown in the Singapore economy in which we operate or regionally may lead to a decrease in demand for private healthcare services as spending power decreases and more patients may opt for subsidized public healthcare services instead or opt for treatment from other private healthcare providers that are more price competitive. Our revenue would be adversely affected if individual patients, corporate clients, and government clients are more cautious about their medical expenses and less keen to pay for private healthcare services. A decrease in the demand for our private orthopaedic and physiotherapy services, from individual patients, corporate clients, and government clients, will have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Our business is subject to risks related to medical and legal claims, regulatory actions, and professional liability arising from our clinical and specialist services and our operations.

The inherent nature of providing clinical and specialist services exposes our Group to various liabilities. Our business activities, service performance, and the actions of our employees could result in complaints, legal actions, or regulatory scrutiny. Allegations may be made against us or our medical specialists concerning our products and services, marketing activities, negligence, or medical malpractice. Regardless of the validity of these complaints or legal actions, they have the potential to generate negative publicity, impacting the reputation of our medical specialists, public perception of our service quality, and the engagement of patients in our medical clinics.

Our Group’s business, financial condition, results of operations, and prospects could be significantly and adversely be affected if substantial damages and legal costs are assessed in connection with any legal action, or if judgments are made against us that harm our professional standing and market reputation. Medical malpractice litigation or disciplinary actions against our medical specialists could result in restrictions on their practice or other adverse outcomes, further impacting our business.

There is also uncertainty regarding the sufficiency of coverage provided by insurance policies maintained by our specialist doctors and/or by us for potential medical and legal claims, and the comprehensive nature of such coverage for various claim types.

In the ordinary course of business, we may encounter material disputes with various parties, potentially leading to legal or other proceedings. Such disputes could result in damage to our reputation, substantial costs, and the diversion of resources and management attention. While we have not experienced disputes or legal proceedings that materially and adversely affected our business, operations, financial performance, financial condition, results, and prospects, we cannot provide assurance about future occurrences and their potential impact on our business.

We must comply with regulations and licensing conditions governing the healthcare sector, and compliance may involve significant costs. There is a risk that we may not retain, renew, or obtain the necessary licenses and permits for our business operations.

Our current operations involve providing specialist orthopaedic, trauma, and sports services through our clinics, and these are subject to various laws and regulations from Singapore governmental agencies like the Ministry of Health (“MOH”), Health Sciences Authority, Ministry of Manpower, and the Singapore Medical Council (“SMC”). These regulations encompass aspects such as the pricing of medical services, procurement of medical equipment, licensing and operation of medical establishments, and licensing of medical staff. Singapore’s stringent safety, health, and environmental laws could become stricter in the future. Violations of these regulatory requirements may lead to fines, operational modifications, suspensions, or discontinuation, incurring additional operating costs, and potential criminal charges against our employees, all of which could materially impact our business, financial position, results of operations, and prospects.

Changes in government regulations or the introduction of new laws may increase compliance costs, and authorities like the MOH and SMC could suspend or deny the renewal of our existing licenses if we fail to meet applicable standards. Although we presently satisfy licensing requirements, there is no guarantee of maintaining or obtaining licenses for future operations. Failure to maintain or renew licenses, permits, qualifications, and approvals could adversely affect our operations, leading to negative impacts on our business, financial position, results of operations, and prospects.

While we currently hold regulatory licenses, approvals, and permits for our business operations, these are subject to specified conditions. Non-compliance with these conditions could result in the revocation of licenses and permits by relevant authorities. Although we have not encountered such issues in the past, any such occurrence could significantly affect our business, financial position, and results of operations. The renewal of licenses, approvals, or permits, especially if new laws are enacted, is uncertain, and there is no assurance that we will successfully renew them in a timely manner, on favorable terms, or at all.

The regulation of healthcare fees and the potential rise in the number of medical practitioners could have adverse effects on our business.

In November 2018, the Singapore Ministry of Health (MOH) published Fee Benchmarks for private sector professional fees related to common surgical procedures. These benchmarks establish a fee range for each procedure, considering factors such as the complexity of medical procedures and the time, effort, and expertise involved. Less complex cases may be charged at the lower end of the fee benchmarks range, while more complex cases could be at the higher end of the range. Fees may exceed the fee benchmarks in cases of exceptional complexity, due to the additional risk, time and effort required for the procedure. In such rare circumstances, fees charged above the fee benchmarks may not be unreasonable. While the Fee Benchmarks serve as a recommendation and guideline, medical practitioners are not obligated to price their services accordingly. Presently, all our services are priced within the Fee Benchmarks. However, there is no guarantee that these benchmarks will not be revised in the future. If the Fee Benchmarks are lowered, we may need to adjust our fees, accordingly, potentially reducing our revenues and profitability.

Additionally, there is a trend towards increasing the number of medical practitioners in Singapore. The heightened competition within the private healthcare sector is likely to put pressure on service rates, leading to a potential reduction in the fees we can charge for our services.

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 initial public offering price for our shares in this offering was determined by negotiation between us and the representative of the underwriters based on 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.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Shares.

The trading price of our Class A Shares could fluctuate widely due to factors beyond our control and may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines due to market and industry factors as well as to factors specific to a company’s own operations including the following:

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

Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our Class A Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Class A Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Class A Shares. In addition, investors in our Class A Shares may experience losses, which may be material, if the price of our Class A Shares declines after this offering or if such investors purchase our Class A Shares prior to any price decline.

Holders of our Class A Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A 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 and 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.

In the past, shareholders of public companies have often brought securities class action suits against 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 not be able to maintain the listing of our Class A Shares on Nasdaq, 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 Nasdaq concurrently with this offering. In order to continue listing our shares on Nasdaq, we must maintain certain financial and share price levels, and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on Nasdaq 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:

Moreover, if we were no longer listed on Nasdaq or another national securities exchange, we would be subject to state securities laws of each state in which we offer our shares.

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 Class A 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.

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 22,582,001 Class A Shares outstanding. The shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There will be 25,582,001 Class A Shares outstanding immediately after this offering (or 26,032,001 if the over-allotment is exercised in full). In connection with this offering, our directors and officers and any other holder of five percent (5%) or more of the outstanding Class A Shares of the Company have agreed not to sell any shares until 180 days after the close of the offering without the prior written consent of the representative of the underwriters, subject to certain exceptions. However, the representative of the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by any shareholders or the availability of these securities for future sale will have on the market price of our shares.

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 they received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we 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 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 Singapore law. Even if our board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors 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.

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

Our authorized and issued ordinary shares are divided into Class A Shares and Class B Shares. Holders of our Class A Shares and Class B Shares will have the same rights except for voting and conversion rights. Each Class A Share shall entitle the holder thereof to one vote on all matters subject to vote at our general meetings and each Class B Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at our general meetings. Class B Shares may be converted into the same number of Class A Shares by the holders thereof at any time, while Class A Shares cannot be converted into Class B Shares under any circumstances. Upon the transfer of any Class B Shares by a holder thereof to any person other than certain permitted transferees or a change in beneficiary owner of such Class B Shares, such Class B Shares will be automatically and immediately converted into the same number of Class A Shares.

The Controlling Shareholder beneficially owns all of our issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares constitute approximately 19% of our total issued and outstanding share capital and approximately 71% of the aggregate voting power of our total issued and outstanding share capital as of the date of this prospectus. As a result of the dual class share structure and the concentration of ownership, holders of Class B Shares have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay, or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Class A Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Shares may view as beneficial.

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 Ordinary 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 ten (10) 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 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, LYC Medicare Sdn Bhd directly controls an aggregate of approximately 56% and 100% of our issued and outstanding Class A Shares and Class B Shares, respectively. Upon completion of this offering, LYC Medicare Sdn Bhd will, indirectly control approximately 49% 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 amended and restated 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 or your ability to influence corporate matters. See “Principal Shareholders”.

Following this Offering, our Controlling Shareholder will continue to own more than a majority of the voting power of our outstanding Ordinary Shares. As a result, our Controlling Shareholder has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Upon completion of this Offering, LYC Medicare Sdn Bhd will indirectly control approximately 49% and 100% of our issued and outstanding Class A Shares and Class B Shares, respectively (assuming no exercise of the over-allotment option) of the aggregate voting power of our outstanding Ordinary Shares. As a result, our Controlling Shareholder will have the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.

Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules even if we are deemed to be a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

In the event that our Board decides to declare and pay dividends, they may be prohibited from doing so due to certain regulations and contractual restrictions.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the Cayman Islands or Singapore, the places of incorporation of our significant subsidiaries, or contractual restrictions, that would affect the payment or remittance of dividends. However, in the event that the group strategy is to have the subsidiaries raise capital and retain such financing for their operations, such loan or financing agreements may contain covenants which could restrict the payment of dividends. Furthermore, current Singapore regulations permit a Singapore subsidiary to pay dividends to its respective shareholders only out of its profits, if any, determined in accordance with Singapore accounting standards and regulations.

Because our public offering price per Class A 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$4.78 per share, representing the difference between our as adjusted net tangible book value per share of US$0.22 as of March 31, 2025, after giving effect to 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 initial public offering price of US$5.00 per share. 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.

Our Pre-IPO Shareholders have purchased their shares at a price less than the purchase price of the shares in this offering and will be able to sell their shares after completion of this offering subject to restrictions under the lock-up requirement.

Our Pre-IPO shareholders have purchased their Class A Shares at an average price of approximately US$0.83 per share, which is substantially lower than the assumed initial public offering price of US$5.00 per share in this offering. The Class A Shares issued to the Company’s existing shareholders are “restricted” securities under applicable U.S. federal and state securities laws and are being registered to provide the Pre-IPO Investors the opportunity to sell those Class A Shares. The Pre-IPO Investors who own more than 5% of the Company’s shares are subject to lock-up or leakage agreements. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their Pre-IPO shares, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the Class A Shares following completion of the offering, to the detriment of participants in this offering.

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:

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 any portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our combined financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

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 the provisions of our Memorandum and Articles of Association, and by the provisions of the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary duties of our directors and officers 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, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company’s articles of association. A Cayman Islands exempted company may maintain its principal register of members and any branch registers in any country or territory, whether within or outside the Cayman Islands, as the company may determine from time to time. There is no requirement for an exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available at its registered office, in electronic form or any other medium, such register of members, including any branch register of member, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (Revised) of the Cayman Islands. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, or members of the board of directors than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders.

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

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

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” in the U.S. federal securities laws, 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.

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

Upon consummation of this Offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company”, as defined in the U.S. federal securities laws will remain an emerging growth company until the earlier of (1) the last day of the financial year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Shares that is held by non-affiliates exceeds $700 million as of the prior March 31^st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company”, or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of Sarbanes-Oxley and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We will incur additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. corporation.

Upon the closing of this Offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until one hundred twenty (120) days after the end of each financial year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within seventy-five (75) days after the end of each financial year. Foreign private issuers also are exempt from Regulation Fair Disclosure (FD), aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second quarter, and, accordingly, the next determination will be made with respect to us on March 31, 2025. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or if we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.

If we lose our foreign private issuer status on such date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms beginning at the end of the first fiscal year ending after such date, 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 principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules and will be required to comply with the applicable requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. These expenses will relate to, among other things, the obligation to reconcile our financial information that is reported according to IFRS to U.S. GAAP and to report future results according to U.S. GAAP. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, obtaining and maintaining directors’ and officers’ liability insurance would become more difficult and expensive for us, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. Currently, we do not plan to rely on any home country practices with respect to our corporate governance after we complete this offering. However, if we do choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. could also make it more difficult for us to attract and retain qualified members of our board of directors.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our shares.

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 the Nasdaq, 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 nor 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.

USE OF PROCEEDS

After deducting the estimated commissions and estimated offering expenses payable by us, we expect to receive net proceeds of approximately US$12,664,450 from this offering, assuming the underwriters do not exercise their over-allotment option to purchase additional Class A Shares, based an initial public offering price of $5.00 per share being the midpoint of the assumed initial offering price, after deducting underwriting fees and commissions and estimated offering expenses.

We plan to use the net proceeds we receive from this offering for the following purposes in line with our strategies:

Within the next 12 to 18 months, we foresee that we will seek acquisition and collaboration partners in Singapore and Malaysia. Our acquisition and collaboration targets will include general practitioner (GP) clinics and specialist clinics that complement our orthopaedic services, particularly those focused on the musculoskeletal system, aging treatments, physiotherapy, and occupational therapists. Our goal is to become an internationally known medical services provider in the Southeast Asian market, with a presence in at least four Southeast Asia countries (potentially covering Singapore, Malaysia, Indonesia, and Thailand) within the next three years.

The actual allocation of proceeds realized from this offering will depend upon our operating revenues and cash position and our working capital requirements and may change. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs, or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Risk Factors.”

Pending any use described above, we plan to invest the net proceeds in short-term interest-bearing obligations, investment-grade instruments, or certificates of deposit.

CAPITALIZATION

The following table sets forth our capitalization and our indebtedness as of March 31, 2025, as follows:

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,” “Selected Combined Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and related notes included elsewhere in this prospectus.

DIVIDENDS AND DIVIDEND POLICY

We do not intend to pay any dividends on our Class A Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business.

Any future determination to declare cash dividends would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors.

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

In the event that we decide to pay dividends in the future, subject to the Companies Act and our Memorandum and Articles of Association, our Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our board of directors. Under the laws of the Cayman Islands, our Company may pay a dividend out of either profit or the credit standing in our Company’s share premium account, provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business immediately following the date on which the distribution or dividend is paid.

Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. In addition, we are a holding company and depend upon the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Class A Shares. When making recommendations on the timing, amount, and form of future dividends, if any, our board of directors will consider, among other things:

We are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Class A Shares. There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the Cayman Islands, or Singapore, the places of incorporation of our significant subsidiaries, or contractual restrictions that would affect the payment or remittance of dividends. However, in the event that the group strategy is to have the subsidiaries raise capital and retain such financing for their operations, such loan or financing agreements may contain covenants which could restrict the payment of dividends. Furthermore, current Singapore regulations permit a Singapore subsidiary to pay dividends to its respective shareholders only out of its profits, if any, determined in accordance with Singapore accounting standards and regulations.

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.

As of March 31, 2025, we had a historical net tangible book value of US$4.71 or US$4.78 per share. Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) 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 assumed initial public offering price of US$5.00 being the midpoint of the initial public offering price range, after deducting US$1,050,000.00 in underwriting discounts and commissions, estimated offering expenses payable by the Company of approximately US$1,135,550.00, and the non-accountable expense allowance of US$150,000.00, the pro forma net tangible book value as of March 31, 2025 would have been approximately US$6,909,644 or US$0.22 per share. This represents an immediate increase in pro forma net tangible book value of US$0.43 per share to our existing shareholders and an immediate dilution of US$4.78 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.

If the underwriters exercise the option to purchase additional shares to cover over-allotments in full, the pro forma net tangible book value per Ordinary Share after giving effect to this offering would be approximately US$0.49 per share, and the dilution to investors in this offering would be approximately US$4.71 per Ordinary Share.

The following table illustrates our pro forma proportionate ownership, upon completion of this offering, by (i) the Pre-IPO Investors; and (ii) investors purchasing Class A Shares in this Offering, assuming the underwriters do not exercise their over-allotment option, together with the total price and average price per Ordinary Share paid by each of these groups of shareholders.

⁽¹⁾ Represents the percent ownership after this offering.

⁽²⁾ Prior to the offering, the Pre-IPO Investors, together, own an aggregate of 100% of the outstanding Class A Shares of the Company.

⁽³⁾ Assumes no exercise of the over-allotment option by the underwriters.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the section of this prospectus titled “Summary Financial Information” and the Company’s combined financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis here and throughout this prospectus contains forward-looking statements that involve risks, uncertainties, and assumptions. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

LYC HEALTHCARE (CAYMAN) LTD was incorporated on October 18, 2024, under the laws of the Cayman Islands. Headquartered in Singapore, LYC HEALTHCARE (CAYMAN) LTD and its subsidiaries (collectively termed “the Company”) are a multidisciplinary specialist healthcare group with core medical competencies in the fields of orthopaedic surgery and clinical care, chronic degenerative joint management, and other chronic disease management. The Company operates a total of five clinics in Singapore and aims to be a one-stop integrated medical services provider in the field of musculoskeletal-related medical care, with the capability of providing services across the entire medical care ecosystem for its patients.

The Company is strategically positioned to address the healthcare needs of Singapore’s aging population, with projections indicating that one in four Singaporeans will be aged 65 or older by 2030 based on the Independent Market Research report prepared for the Company by Converging Knowledge. This demographic shift is expected to drive an increase in age-related medical conditions, such as osteoporosis and rheumatoid arthritis, among other ailments commonly affecting the elderly. Leveraging a multidisciplinary, patient-centric approach, the Company enables its doctors to collaborate with other healthcare professionals across its clinics to diagnose conditions, identify shared care goals, and streamline interventions within a one-stop practice. This integrated model ensures holistic patient care, improved treatment outcomes, and enhanced patient satisfaction.

On [●] [●], 2025, as part of a reorganization, prior to the listing, which is in process and has not yet been completed, four persons (LYC Medicare Sdn Bhd, Maybank Nominee (Tempatan) Sdn Bhd for Kenanga Investors Bhd (Clients’) Account, Dr. Chan Ying Ho (Henry), and Ting Choon Meng) (“Acquiring Shareholders”) acquired all of the shares of HCOS and T&T from LYC Medicare Singapore Limited for an aggregate consideration of SGD 10,000. The Acquiring Shareholders subsequently sold all of the shares in HCOS and T&T to LYC (Cayman) for an aggregate consideration of SGD 31,282,001, settled by an issuance of 9,940,000 Class A ordinary shares and 18,060,000 Class B ordinary shares by LYC (Cayman) to the Acquiring Shareholders and LYC (Cayman) nominated its wholly owned subsidiary, LYC Medicare, to acquire these shares. Upon completion of such reorganization, HCOS and T&T became indirect wholly owned subsidiaries of LYC (Cayman) through LYC Medicare International Pte. Ltd.

The combined financial statements are prepared based on the basis that the reorganization has been accounted for as a recapitalization among entities under common control since the same controlling shareholders controlled all these entities before and after the reorganization. The combined financial statements are prepared by adding together financial statement items of HCOS and T&T, since HCOS and T&T were under common control. The financial statements used for combination purposes have been prepared applying the Group’s accounting policies. Upon combining the financial information for the periods, intra-group income and expenses, intragroup accounts and profits and losses on transactions between the combined entities are eliminated. Comparative figures have been changed accordingly. The accounting principles set out below have been applied consistently to all periods presented in these combined financial statements

As of the date of this financial statement, the reorganization of the Company’s legal structure is in process and has not yet been completed.

Clinical & Specialist Services

The Company operates clinics and a chronic disease center through its subsidiary T&T and its specialist orthopaedic practice and upcoming screening center through its subsidiary HCOS.

T&T has been serving the community for 30 years, offering a comprehensive range of healthcare services under one roof. Its facilities include a family clinic, radiology department, osteoporosis center, and physiotherapy center. Additionally, T&T operates a one-stop chronic disease center specializing in the management of degenerative joint diseases, spine and pain disorders, as well as metabolic conditions such as diabetes, hypertension, and high cholesterol. In August 2022, T&T expanded its capabilities with the launch of a state-of-the-art imaging center equipped with advanced Siemens Magnetron Alotea and Somatom Force machines, enabling high-quality CT and MRI scans to support accurate and timely diagnoses.

HCOS is a well-established orthopaedic surgery practice, led by a chief physician specializing in advanced computer-assisted joint replacement procedures, including Total Knee Replacement, Total Hip Replacement, and Unicompartmental Knee Replacement. The practice leverages advanced technologies such as pinless computer navigation, patient-specific instrumentation (PSI), and robotic-assisted surgery (e.g., Makoplasty®) to enhance surgical precision and outcomes. In line with its commitment to expanding expertise and capacity, HCOS welcomed one additional orthopaedic surgeon to its team for the financial year ended March 31, 2024, with another having joined in November 2024. This further strengthened its ability to deliver high-quality, patient-centered care.

On May 5, 2025, HCOS established the HCOS Premier Health Screening Centre (“HCOS Premier”), a new health screening center, strategically located adjacent to the T&T offices, whose focus and target group of patients are fundamentally different from that of the T&T. While T&T primarily focuses on chronic disease management with the diagnostic and screening services carried out as part of the disease management process while HCOS Premier, targets healthy individuals or those with health concerns to undergo diagnostic and screening services, therefore addressing an entirely different group of patients. HCOS Premier and T&T complement each other, increase the utilization rate of the MRI & CT scanner, as well as referrals to HCOS and T&T medical center. HCOS Premier adds two additional clinical spaces to accommodate future growth and expansion and enhances patient capacity and improves overall care delivery, enabling HCOS and T&T to serve a larger number of patients with greater efficiency and convenience.

Holistic Medical Services

T&T and HCOS collaborate closely to deliver seamless and comprehensive orthopaedic care to their patients. Beyond functioning as a family clinic, T&T offers in-house facilities designed to provide holistic medical services. These include diagnostic services, screening and scanning, X-ray imaging, and physiotherapy, all conveniently available within the clinic premises. This eliminates the need for patients to travel to external service providers or wait for appointment availability elsewhere. Additionally, T&T patients enjoy first-right exclusivity, enabling quicker and easier access to appointments. With real-time access to diagnostic results, scans, and imaging, T&T doctors can swiftly recommend the next course of treatment, such as initiating physiotherapy sessions, which are also readily available in-house. For cases requiring advanced surgical intervention, T&T refers patients to HCOS, where they receive specialized orthopaedic care. This collaborative and integrated approach maximizes efficiency, enhances patient convenience, and ensures the delivery of high-quality, comprehensive care.

Key Factors Affecting the Results of Our Group’s Operations

Our operating results are primarily affected by those factors set out in the section headed “Risk Factors” in this prospectus and those set out below:

Key Personnel Risk

Our business faces significant risk due to its reliance on the expertise and reputation of our doctors, particularly those with specialized skills or established patient followings. If a key doctor decides to leave the clinic, it could adversely impact our operations, revenue, and reputation. The departure of a highly skilled or well-known doctor may lead to the loss of loyal patients, a decline in referrals, and potential disruption to ongoing treatment plans. Additionally, recruiting and onboarding a replacement with equivalent expertise can be time-consuming and costly, further compounding the operational impact. In cases where a departing doctor establishes a competing practice, it may intensify the competitive pressure on our clinic. Proactively mitigating this risk through retention strategies, competitive compensation packages, and fostering a collaborative practice environment remains essential to the sustainability and success of our operations.

Outcomes and Patient Satisfaction

Delivering high-quality patient outcomes and ensuring patient satisfaction are critical to our clinics’ success and reputation. Positive clinical outcomes not only enhance patient trust but also strengthen referral networks and contribute to our growth. Conversely, suboptimal outcomes or dissatisfaction can lead to a decline in patient retention, negative reviews, and reputational damage, potentially impacting our revenue and market position. With increasing emphasis on value-based care, patients are more informed and discerning, often comparing healthcare providers based on quality metrics and patient feedback. To address these challenges, we focus on continuous improvement through evidence-based practices, patient-centered care, and regular feedback mechanisms.

Cybersecurity Risk

As a healthcare provider, our operations involve handling sensitive patient data, including personal health information (“PHI”), making us a potential target for cyberattacks. Unauthorized access, data breaches, or ransomware attacks could compromise patient confidentiality, disrupt operations, and result in significant financial and reputational damage. Additionally, compliance with stringent data protection regulations, such as the Personal Data Protection Act (“PDPA”) in Singapore, places further emphasis on the need for robust cybersecurity measures. To mitigate these risks, we have implemented comprehensive data security measures, including encryption, multi-factor authentication, and role-based access controls for clinic staff. We also provide ad hoc cybersecurity training to staff and engage in proactive monitoring to detect and address vulnerabilities. Maintaining a secure IT infrastructure is essential to safeguarding patient trust and ensuring the continuity of our services.

Inflation

The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We have implemented cost control measures to curb increases in operating costs and expenses. They include renegotiating supplier contracts, consolidating procurement for bulk purchasing discounts, and ensuring efficient manpower allocation and scheduling. These measures have contributed to improved productivity and cost containment across our clinics. However, we cannot predict our ability to cover or offset future cost increases.

Critical Accounting Policies

The significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below. Refer to “Note 2 — Summary of significant accounting policies” to the combined financial statements included elsewhere in this prospectus for more detailed information regarding our critical accounting policies.

Revenue recognition

The Company accounts for its revenue under FASB ASC Topic 606, Revenue from Contracts with Customers. The five-step model defined by FASB ASC Topic 606 requires the Company to:

Consultations, imaging, and surgical procedures are satisfied at a point in time upon completion; multi-session therapy plans are satisfied over time with revenue recognized using an output method based on sessions delivered. When contracts include multiple services, each service is distinct and the transaction price is allocated to each performance obligation based on stand-alone selling prices (observable list rates); variable consideration, when present, is estimated and constrained to avoid significant revenue reversal.

Nature of Goods and Services; Performance Obligations and Timing of Revenue Recognition

Each contract typically contains a single performance obligation for a distinct service rendered to the patient. The Company recognizes revenue at a point in time when control of the promised service transfers to the patient, which occurs upon completion of the service:

Transfer of Control

The Company applies observable completion events and the right-to-payment indicator to determine the point at which control transfers. For each service line, revenue is recognized when: (i) the service is completed and documented in the Company’s records (e.g., electronic medical record entry, surgeon sign-off), (ii) the final deliverable (e.g., imaging report) is released where applicable, and (iii) the Company has an unconditional right to consideration. The Company does not require deposits, does not offer refunds, and has no post-service obligations.

Principal versus Agent

The Company acts as the principal and presents revenue on a gross basis for all service lines, including when hospitals administer billing to insurers and when medical imaging or physiotherapy is delivered by contracted third-party providers. In these arrangements, the Company controls the specified service before transfer to the patient, has primary responsibility for fulfillment, and exercises pricing discretion. Amounts retained by hospitals or contracted providers (e.g., administrative charges or service fees) are recognized as expenses and are not netted against revenue.

Distinct Performance Obligations and Allocation

Each service described above represents a distinct performance obligation because it is capable of being distinct to the patient and is separately identifiable in the context of the contract. When a patient receives multiple services (e.g., consultation followed by imaging or surgery), each service is separately priced and billed. The transaction price for each service equals its standalone selling price (SSP). The Company does not offer bundled discounts, material rights, or other price concessions; accordingly, the allocation of consideration equals the stated price for each distinct performance obligation.

Transaction Price, Variable Consideration, and Credit Risk

The transaction price generally equals the stated fee for the service provided. The Company does not grant explicit or implicit price concessions, promotional discounts, or waivers and does not have rights of return or other forms of variable consideration. In Singapore, hospitals frequently act as the billing agent and handle insurer claims; the patient (or the hospital as billing agent) remains obligated to pay. Accounts receivable are recognized when the right to consideration becomes unconditional (i.e., upon completion of the service). Historically, the Company has not experienced significant revenue reversals or credit losses.

Payment Terms and Significant Financing Component

Amounts are typically due at the time of service or upon invoicing/settlement through the hospital billing process within a short period. The Company applies the practical expedient in ASC 606 not to adjust the transaction price for a significant financing component because the period between service and payment is one year or less.

Returns, Refunds, and Warranties

The Company does not offer refunds and does not provide warranties or post-service obligations.

Remaining Performance Obligations

Contracts are for individual services with an original expected duration of one year or less. The Company therefore applies the ASC 606 practical expedient not to disclose the transaction price allocated to remaining performance obligations. As of each reporting date presented, the Company had no material remaining performance obligations.

Costs to Obtain or Fulfill a Contract

The Company does not incur material incremental costs to obtain contracts. Any such costs are expensed as incurred.

Revenue Disaggregation

The Company disaggregates revenue by nature of service, which reflects how revenue and cash flows are affected by economic factors and is presented below:

Contract Assets

The contract assets primarily relate to the Company’s rights to bill for treatment or surgery completed but not billed at the reporting date. The contract assets are transferred to receivables until subsequent billing phase.

Government grants

Government grants are recognized when there is reasonable assurance that the grant will be received, and all attaching conditions will be complied with. Government grant is recognized as “Other income” in profit or loss.

Critical accounting estimates

The discussion and analysis of our financial condition and results of operations are based on our combined financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These principles require us to make certain estimates and judgments that affect the amounts reported in our combined financial statements.

Accounts receivable and allowance for expected credit losses

Accounts receivable primarily consist of balances due from patients, corporate clients, and third-party payers such as private insurers. Management estimates an allowance for expected credit losses to account for the risk of non-collection, particularly for self-pay patient receivables and corporate health screening clients.

As of March 31, 2025, our accounts receivable balance was S$2,740,164. The allowance for expected credit losses was S$61,198, representing approximately 2.0% of accounts receivable. The estimate is based on historical loss experience, aging of receivables, payer-specific credit risk, and forward-looking macroeconomic information. A 10% increase in the estimated loss rate would have increased the allowance by approximately S$6,100, directly reducing net income for the year. The estimation of credit losses involves judgment, and actual losses may differ if payer financial conditions deteriorate or economic conditions worsen.

Impairment of long-lived assets

We review long-lived assets, including property, plant, equipment, and right-of-use assets under leases, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment may include significant underperformance of a clinic location, adverse changes in the business or regulatory environment, or sustained declines in patient volume.

When impairment indicators exist, we estimate the recoverable amount of the asset group based on projected undiscounted cash flows. If the carrying value exceeds the expected cash flows, we record an impairment charge based on the asset’s fair value, typically determined using discounted cash flow models. Estimating future cash flows requires significant judgment regarding future revenue growth, cost projections, and appropriate discount rates. As of March 31, 2025, no impairment indicators were identified. However, a 1% increase in the discount rate used in our impairment model would reduce the recoverable amount of certain asset groups by approximately S$90,000, which could potentially result in an impairment loss in future periods if performance deteriorates.

Professional indemnity and medical malpractice risk

Given the nature of our surgical and clinical services, we are exposed to risks of professional liability claims. We maintain professional indemnity insurance coverage, and management assesses the need for provisions for potential claims based on historical trends, legal developments, and consultations with legal counsel. While no material claims or provisions have been recorded to date, any future increase in claim frequency or severity could have a material impact on our financial results.

Evaluation of goodwill impairment

We perform an annual impairment test of goodwill at the reporting unit level, or more frequently if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Our reporting units are generally consistent with our operating segments. Goodwill is allocated to each reporting unit based on the business combination in which it arose.

Our impairment assessment is performed in accordance with ASC 350, Intangibles—Goodwill and Other. We have elected to perform a quantitative impairment test. The fair value of each reporting unit is estimated using a combination of the income approach, based on discounted cash flows, and the market approach, based on comparable company multiples. The key assumptions used in the income approach include projected revenue growth rates, operating margins, terminal growth rates, and discount rates. These assumptions reflect management’s best estimates based on historical performance, current economic conditions, and expectations for the reporting unit’s future performance.

Recent Accounting Pronouncements

A discussion of recent accounting pronouncements is included in “Note 2—Summary of Significant Accounting Policies to our audited combined financial statements” included elsewhere in this prospectus.

Results of Operations

Comparison of Years Ended March 31, 2024, and 2025

The following table summarizes the combined results of our operations for the year ended March 31, 2024, and 2025, respectively.

Revenues

Our primary sources of revenues are derived in Singapore and include the provision of clinical consultation services, orthopaedic-related specialist surgical services and medical imaging services and physiotherapy services as shown in the table set out below:

Revenues increased from S$14,443,017 for the year ended March 31, 2024, to S$17,332,420 for the year ended March 31, 2025, reflecting a growth of S$2,889,403 or 20.01%. Approximately S$1.792 million (62.02% of total revenue growth) was attributable to the opening of two additional clinics in during the financial years ended March 31, 2024 and 2025, as part of the Company’s expansion plans, which increased total patient volumes by approximately 12%. The remaining S$1.097 million (37.98% of total revenue growth) was attributable to growth in existing clinics and higher utilization of imaging and physiotherapy services.

Clinical consultation revenue

Our clinical consultation revenue increased from S$6,171,436 for the year ended March 31, 2024, to S$7,649,943 for the year ended March 31, 2025, reflecting a growth of S$1,478,507 or 23.96%. This growth was primarily driven by the two additional clinics and increased marketing spending, which contributed $1,054,521 or 71.32% of the increase. Pricing levels for consultation services remained stable, with growth primarily driven by an increase of approximately 49% more patients year-on-year.

Medical imaging and physiotherapy revenue

Our medical imaging and physiotherapy services are provided through third-party providers on our premises. The company acts as the principal and revenue is recognized gross. Revenue increased from S$789,623 for the year ended March 31, 2024, to S$937,417 for the year ended March 31, 2025, reflecting growth of S$147,794 or 18.72%. As patient volumes were broadly stable year over year; growth was driven by a richer service mix as more patients required higher-priced specialized imaging and physiotherapy sessions.

Orthopaedic surgical revenue

Our orthopaedic surgical revenue increased from S$7,481,958 for the year ended March 31, 2024, to S$8,745,060 for the year ended March 31, 2025, reflecting a growth of S$1,263,102 or 16.88%. The increase was driven by a richer case mix of more complex surgeries, raising revenue per case despite stable volumes and unchanged pricing.

Cost of sales

Our cost of sales primarily comprises of staff salaries and related costs, purchases of drugs and medical supplies, consumables, medical and diagnostic expenses such as imaging, laboratory, surgical assistant, and x-ray costs, operating leases and outsourcing fees for our medical imaging and physiotherapy services. For the year ended March 31, 2025, cost of sales increased to S$9,961,430 from S$8,322,956 in the prior year, reflecting an increase of S$1,638,474 or 19.69%. This increase was mainly due to higher operational costs associated with the opening of two additional clinics during 2024. The increase in cost of sales directly attributable to the two new clinics can be broken down into S$384,057 for personnel costs, S$349,794 for purchases of medical supplies and S$32,421 for x-ray expenses. This represents an increase of $766,272 or 61.26% of the overall increase in the cost of sales for the period. Cost of sales attributed to medical imaging provided by third party for the year ended March 31, 2024 and 2025 were S$431,988 and S$387,659 respectively. Cost of sales attributed to physiotherapy services for the year ended March 31, 2024, and 2025, were S$170,934 and S$180,157 respectively. Overall, the growth in cost of sales was consistent with the Company’s ongoing business expansion and enhanced service offerings. 

Gross profit & Gross profit margin

Gross profit increased from S$6,120,061 for the year ended March 31, 2024, to S$7,370,990 for the year ended March 31, 2025, reflecting a growth of S$1,250,929 or 20.44%. This growth in gross profit was driven by an increase in revenue due to the opening of two additional clinics in addition to normal growth from our existing clinics.

The gross profit margin increased slightly from 42.37% for the year ended March 31, 2024, to 42.53% for the year ended March 31, 2025, representing an increase of 0.16%. This shows stable profit margins within one year of the opening of the new clinics.

Operating Expenses

Operating expenses increased from S$4,229,226 for the year ended March 31, 2024, to S$5,375,400 for the year ended March 31, 2025, representing an increase of S$1,146,174 or 27.10%. The breakdown of the changes is as follows:

General and Administrative Expenses

Our general and administrative expenses consist of major expenses such as marketing fees, personnel salaries, insurance and professional fees as well as other miscellaneous fees and charges. General and administrative expenses increased from S$2,957,714 for the year ended March 31, 2024 to S$3,835,054 for the year ended March 31, 2025, reflecting an increase of S$877,340 or 29.66%. This increase can be primarily attributed to increases in marketing and advertising fees of approximately S$380,000, office expenses of approximately S$290,000 and staff costs of approximately S$120,000.

Operating Lease Expenses

Operating lease expenses rose from S$1,139,665 for the year ended March 31, 2024, to S$1,422,734 for the year ended March 31, 2025, an increase of S$283,069 or 24.84%. This was largely due to an increase in leased clinic space reflecting the company’s investment in expanding its service capacity.

Depreciation Expenses

Depreciation expenses decreased from S$131,847 for the year ended March 31, 2024, to S$117,612 for the year ended March 31, 2025, a decrease of S$14,235 or 10.80%. This reduction in depreciation expenses was mainly due to some renovation assets becoming fully depreciated.

Other Income

Other income increased from S$174,439 for the year ended March 31, 2024, to S$1,020,491 for the year ended March 31, 2025, an increase of S$759,041 or 485.01%. Other income for both years consisted of rental income, government grants and other miscellaneous income. For the year ended March 31, 2025, there was an additional one-off gain on lease modification of S$820,332.

Liquidity and Capital Resources

Cash Flows from Operating Activities

Comparison of Years Ended March 31, 2024, and 2025

Net cash provided by operating activities increased from S$2,024,529 for the year ended March 31, 2024, to S$2,322,409 for the year ended March 31, 2025, an increase of S$297,880 or 14.71%.

For the year ended March 31, 2024, the net income after income tax of S$1,679,486 adjusted for non-cash items totaling S$1,658,539, driven mainly by operating lease expenses of S$1,139,665, depreciation of S$126,745, amortization of $294,513, and finance lease interest of S$91,732. These were offset by a net working-capital outflow of S$1,313,496, primarily from operating lease liability payments of S$1,079,776, higher trade receivables of S$196,267, and additional deposits of S$151,436, partly mitigated by higher payables and accruals.

For the year ended March 31, 2025, the net income after income tax of S$2,478,564, adjusted for non-cash items totaling S$1,132,185, with the largest impacts from operating lease expenses of S$1,422,734, depreciation of S$108,804, amortization of S$290,793 and a gain on lease modification of S$820,332 (reducing non-cash add-backs). These adjustments were offset by a larger net working-capital outflow of S$1,288,340, mainly from operating lease liability payments of S$1,490,613, higher trade receivables of S$1,050,849, partly offset by increases in payables and accruals.

Cash Flows from Investing Activities

Net cash used in investing activities declined from S$2,652,482 for the year ended March 31, 2024, to S$2,018,267 for the year ended March 31, 2025, a decrease of S$634,215 or 23.91%.

Net cash used in investing activities for the year ended March 31, 2024, consisted of purchase of property and equipment of S$102,482 and an increase in loan to related party LYC Medicare Singapore Limited of S$2,550,000.

Net cash used in investing activities for the year ended March 31, 2025, consisted of purchase of property and equipment of S$40,155, proceeds from disposal of property and equipment of S$31,000 and an increase in loan to related party LYC Medicare Singapore Limited of $2,009,112.

Cash Flows from Financing Activities

Net cash used in financing activities increased from S$561,370 for the year ended March 31, 2024, to S$587,744 for the year ended March 31, 2025, reflecting a increase of S$26,374 or 4.70%.

Net cash used in financing activities for the year ended March 31, 2024, consisted of a repayment of an amount due from directors of S$11,642, interest of S$91,732 and principal repayment of finance lease liabilities of S$481,280.

Net cash used in financing activities for the year ended March 31, 2025, consisted of a repayment of an amount due from directors of S$31,206, interest of S$70,249, deferred offering costs of S$813,503, advances from related party LYC Medicare Singapore Limited of S$767,565 and repayment of finance lease liabilities of S$502,763.

Working Capital

As of March 31, 2025, the Company had cash and cash equivalents of S$651,647. Our primary sources of liquidity are cash generated from operations and, if needed, access to external financing. We believe that our existing cash balances, combined with cash flows from operations, will be sufficient to meet our working capital requirements and operating needs for at least the next 12 months and for the foreseeable future thereafter.

We currently have no material capital expenditure commitments or purchase obligations as of March 31, 2025. Our capital expenditure requirements in the ordinary course of business are discretionary and primarily relate to investments in equipment and technology to support growth, which we expect to fund using our existing cash resources, operating cash flows, and the proceeds from this offering.

Over the long term, we believe that our strong cash generation capability, supplemented by the net proceeds from this offering, will provide sufficient liquidity to support our strategic initiatives and expansion plans. If necessary, we may consider additional debt or equity financing to support large-scale strategic investments or acquisitions, although we have no current plans to do so.

Beyond March 31, 2026, we expect that the Company’s liquidity and working capital will be dependent on its ability to maintain/increase its cash flows from operations, and if necessary to secure equity and/or debt financing, including but not limited to, loans from related parties and issuance of equity.

We continuously monitor our liquidity position and capital resources to ensure that we maintain sufficient flexibility to meet our operating needs and strategic objectives.

Material Cash Requirements

As of March 31, 2025, we did not have any material capital expenditure commitments or purchase obligations. Our material cash requirements primarily consist of payments under our non-cancellable operating and finance lease agreements.

Operating Lease Obligations

As of March 31, 2025, our total future minimum lease payments under non-cancellable operating lease agreements were approximately S$6.8 million (US$5 million) with payments of approximately S$1.8 million (US$1.3 million) due within the next 12 months and the remaining payments due over the subsequent five years. Our operating lease liabilities had a weighted average remaining lease term of 26 months and a weighted average discount rate of 5.25%.

Finance Lease Obligations

As of March 31, 2025, our total future minimum lease payments under non-cancellable finance lease agreements were approximately S$1.3 million (US$1 million), with payments of approximately S$570,000 (US$420,000) due within the next 12 months and the remaining payments due over the subsequent four years. Our finance lease liabilities had a weighted average remaining lease term of 25.5 months and a weighted average discount rate of 2.39%.

We expect to fund these lease payment obligations through our existing cash balances and cash flows from operations. Other than these lease obligations, we did not have any material loan commitments, scheduled debt repayments, or purchase obligations as of March 31, 2025.

Material Trends in Capital Resources

We have not experienced any material adverse trends in our capital resources. Our cash flows from operating activities continue to be positive, and we expect them to remain sufficient to support our working capital needs and lease payment obligations.

During the year ended March 31, 2025, our lease liabilities increased slightly due to lease modifications. We currently have no other significant borrowings, and therefore, our ability to meet existing lease payment obligations is not materially impacted by debt service requirements.

Looking ahead, we anticipate that our capital resources will improve following the completion of this offering, which is expected to significantly increase our cash reserves and enhance our financial flexibility to support growth initiatives, potential acquisitions, and future capital investments.

Rising interest rates globally have had a limited impact on our lease obligations as the majority of our lease liabilities bear fixed discount rates. However, to the extent we incur additional borrowings in the future, higher interest rates may increase our financing costs.

Overall, we believe our capital resources position remains strong, and we do not foresee any material trends that would adversely impact our ability to meet our lease payment obligations or our operating requirements in the near term.

Restrictions on Transfer of Funds

As of March 31, 2025, there were no significant restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans, or advances. Accordingly, we believe that we have the ability to access the cash resources of our subsidiaries to meet our obligations.

Off-Balance Sheet Arrangements

As of March 31, 2025, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

HISTORY AND CORPORATE STRUCTURE

Overview

The Company is presently undertaking a reorganization which is currently in process and has not yet been completed.

LYC (Cayman) was incorporated on October 18, 2024, under the laws of the Cayman Islands, while LYC Medicare was incorporated on August 13, 2024, in the Republic of Singapore. On [●] [●], LYC (Cayman) acquired all the shares in LYC Medicare, following which LYC Medicare became a direct wholly owned subsidiary of LYC (Cayman).

Our Operating Subsidiaries are HC Orthopaedic Surgery Pte Ltd (“HCOS”), which was incorporated on September 8, 2017, under the laws of the Republic of Singapore, and T&T Medical Group Pte Ltd (“T&T”), which was incorporated on April 12, 1989, under the laws of the Republic of Singapore. Through our Operating Subsidiaries, LYC (Cayman) provides an integrated and holistic suite of medical services covering medical and specialist treatment in the field of musculoskeletal-related medical care.

Reorganization

On [●] [●], 2025, as part of a reorganization prior to the listing (the “Reorganization”), which is in process and has not yet been completed, four persons (namely, LYC Medicare Sdn Bhd, Maybank Nominee (Tempatan) Sdn Bhd for Kenanga Investors Bhd (Clients’) Account, Dr. Chan Ying Ho (Henry), and Ting Choon Meng) (“Acquiring Shareholders”) acquired all of the shares of HCOS and T&T from LYC Medicare Singapore Limited for an aggregate consideration of SGD 10,000. The Acquiring Shareholders subsequently sold all of the shares in HCOS and T&T to LYC (Cayman) for an aggregate consideration of SGD 31,282,001, settled by an issuance of 9,940,000 Class A ordinary shares and 18,060,000 Class B ordinary shares by LYC (Cayman) to the Acquiring Shareholders and LYC (Cayman) nominated its wholly owned subsidiary, LYC Medicare, to acquire these shares. Upon completion of such reorganization, HCOS and T&T became indirect wholly owned subsidiaries of LYC (Cayman) through LYC Medicare.

Key Milestones

Entities

A description of our operating subsidiaries is set out below.

T&T Medical Group Pte. Ltd. –

T&T was incorporated in Singapore on April 12, 1989 and is a family clinic, radiology, osteoporosis, and physiotherapy center focusing on degenerative joint diseases, spine, and pain management, and metabolic diseases such as diabetes, hypertension, and high cholesterol. The clinic also provides CT/MRI scans, using the Siemens Magnetron Alotea and Somatom Force machines.

HC Orthopaedic Surgery Pte. Ltd.

HCOS was incorporated in Singapore on September 8, 2017 and is an orthopaedic surgery practice providing computer-assisted joint replacement surgeries (Total Knee Replacement, Total Hip Replacement, Unicompartmental Knee Replacement) such as pinless computer navigation, patient-specific instrumentation, and robotic surgery (MAKOplasty®).

Organization Chart

The chart below sets out our anticipated corporate structure following the reorganization of the Company’s legal structure, which is in process and has not yet been completed, and upon completion of this offering⁽¹⁾.

INDUSTRY OVERVIEW

Introduction

The following overview is based on an Independent Market Research report prepared for the Company by Converging Knowledge.

THE HEALTHCARE INDUSTRY IN SINGAPORE - Recognized in the Global and Regional Stage

Singapore’s healthcare system has made its mark on the global stage, being amongst the leading in the world, and also serves as the healthcare and medical hub for the Asia-Pacific region. The island state is known for its healthcare infrastructure, reputed for its advanced medical research and achievements thereof, as well as its adoption of state-of-the art technology. Healthcare in Singapore is provided by both the public and private sectors. Essentially, the country’s healthcare system is designed to ensure that everyone has access to different levels of healthcare, with much of the patients’ and healthcare providers’ decisions being shaped or influenced by government subsidies. Those with more extensive medical insurance coverage, either by own volition or workers’ benefits, and/ or deeper pockets can have the added option to consult private healthcare. The country offers a wide range of healthcare choices and options, from the affordable and effective public healthcare system, the stellar private hospitals, the plenitude of primary and specialist medical clinics, to the growing presence of Traditional Chinese Medicine (“TCM”) and other ancillary healthcare services.

Overview of the general healthcare situation as well as the factors affecting the demand and supply of medical services in relation to orthopaedic and common chronic diseases in Singapore.

Singapore’s Population Declines but Higher Old-Age Dependency Ratio Depicts Increasing Demand for Medical Services Catered for an Ageing Population

Singapore’s total population and resident population recorded at 6.0 million and 4.1 million, respectively, in June 2024. The total population experienced a year-on-year (“YoY”) decline for two (2) consecutive years, in 2020 and 2021, with a respective decrease of 0.3% and 4.1%^. This decline was largely a result of a 10.7% decline in its non-resident population, which may be attributed to a fall in foreign employment numbers in Singapore from June 2020 to June 2021 due to travel restrictions and uncertain economic conditions brought on by the COVID-19 pandemic. Fewer citizen marriages and births were also recorded during the said period as restrictions on large gatherings led to marriage postponements, and health concerns resulted in delays in parenthood plans. However, post-pandemic saw a rise in YoY growth in total population in 2022 and 2023, recorded at 3.4% and 5.0%, respectively. The trend continues in 2024, as Singapore’s total population experienced a compound annual growth rate (“CAGR”) of 1.5%, from 2020 to 2024. See Figure 1.

Figure 1: Total Population and Resident Population in Singapore, 2020 –2024

Note:

Source: Singapore Department of Statistics

Despite the total population decline, the old-age dependency ratio (residents aged 65 years and over per hundred residents aged 15-64 years) showed a steady growth from 21.6 in 2020 to 26.5 in 2024. Residents aged 65 years and over currently for 2024 constituted 18.0% of Singapore’s total population and recorded to be the highest among the ASEAN (Association of Southeast Asian Nations) countries. Singapore is projected to experience ‘hyper-ageing’ within the next 20 years, where one (1) out of four (4) residents will be 65 years old and above by 2030. Hence, Singapore would need to build more facilities for the elderly, such as nursing homes and rehabilitation centers. The rise of demand for services such as geriatric medicine, home-based patient monitoring, memory care, and rehabilitation medicine are further expected. Compared to younger orthopaedic patients, geriatric patients are more susceptible to osteoporotic-related fractures, which may require different fixation approaches, healing properties, and timeline. Thus, the overall recovery ability of older adults from fractures are different from their younger counterparts and often require more assistance and healthcare attention in the post-fracture time period.