UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from ________ to ________

Commission file number: 001-42853

PLATINUM ANALYTICS CAYMAN LIMITED

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

60 Anson Road, 17-01

Mapletree, Singapore 079914

(Address of principal executive offices)

Huiyi Zheng

Telephone: (86) 13701694870

60 Anson Road, 17-01

Mapletree, Singapore 079914

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of September 30, 2025, the issuer had 11,205,435 Class A Ordinary Shares, par value $0.0004 per share, and 6,853,674 Class B Ordinary Shares, par value $0.0004 per share, issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

INTRODUCTION

Unless otherwise indicated, in this annual report on Form 20-F, the following terms shall have the meaning set out below:

● “Platinum BVI” are to Platinum Analytics Trading Technology Limited, a business company incorporated in the British Virgin Islands on March 14, 2017, and a directly wholly-owned subsidiary of our Company;

● “Class A Ordinary Shares” are to Class A ordinary shares of Platinum Analytics Cayman Limited, par value $0.0004 per share, each carrying one vote;

● “Class B Ordinary Shares” are to Class B ordinary shares of Platinum Analytics Cayman Limited, par value $0.0004 per share, each carrying 20 votes;

● “Company”, “Platinum Cayman”, “our Company”, “we”, “us”, or “our” means Platinum Analytics Cayman Limited, a company with limited liability incorporated in Cayman Islands on October 6, 2016;

● “Platinum Singapore” are to Platinum Analytics Singapore Pte. Ltd., a company incorporated in Singapore on May 27, 2017, and an indirectly wholly-owned subsidiary of the Company;

● “shares”, “Shares” or “Ordinary Shares” are to the Class A Ordinary Shares and Class B Ordinary Shares of Platinum Analytics Cayman Limited; and

● “we”, “us” or the “Company” are to Platinum Analytics Cayman Limited, and its subsidiaries.

Our business is conducted in Singapore through our Singapore subsidiary, Platinum Singapore, using both Singapore dollars, the currency of Singapore, and United States dollars. Our consolidated financial statements are presented in United States dollars. In this annual report, we refer to assets, obligations, commitments and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of Singapore dollars to United States dollars, where applicable, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars)

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

You can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements include, but are not limited to, statements about:

● future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

● our ability to execute our growth and expansion strategies, including the development and commercialization of our FX trading software development solutions, data analytics solutions and technology development solutions, and the operation of our spot FX trading platform;

● our ability to expand and maintain our customer base among financial institutions, including our ability to obtain new service engagements and retain existing customers;

● our ability to continue to innovate and enhance our software solutions, including integrating advanced technologies such as artificial intelligence and data analytics to meet customer needs;

● our ability to successfully deliver software development projects and provide ongoing software maintenance and other software related services in accordance with customer requirements and timelines;

● our expectations regarding demand for and market acceptance of our products and services, including our suite of FX trading and analytics solutions;

● current and future economic, market and political conditions, including trends in currency trade volumes, cross-border transaction activity and volatility in emerging market currencies;

● relevant government policies and regulations relating to our business, including our ability to operate our software development and spot FX trading platform businesses in compliance with applicable laws and regulatory expectations;

● foreign currency exchange rate fluctuations, including fluctuations between Singapore dollars and U.S. dollars, and their impact on our financial condition and results of operations;

● our capital requirements and our ability to raise any additional financing which we may require;

● competition in our industries; and

● other assumptions described in this annual report underlying or relating to any forward-looking statements.

You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. 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.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information—3.D. Risk Factors.” Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Reserved

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this annual report on Form 20-F, including the section titled “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and in the documents referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business

We may not be able to grow at the historical rate of growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected.

We commenced our business following the establishment of the Company in October 2016 and have experienced a period of rapid but inconsistent growth in recent years. Our revenue grew by approximately 280.2% from $582,253 to $2,213,787 for the year ended September 30, 2023 and 2024, respectively, and we recorded a decrease in revenue of approximately 24.3%, from $2,213,787 to $1,675,239, for the year ended September 30, 2024 and 2025, respectively. We turned from a net loss for the year ended September 30, 2023 into a net income of $778,382 for the year ended September 30, 2024. For the year ended September 30, 2025, we recorded a net loss of $2,022,575. We anticipate continuing growth; however, we cannot assure you that we will grow at our historical rate of growth.

Our rapid growth has placed, and will continue to place, a significant strain on our management, personnel, systems and resources. To support growth, we will need to implement new and upgraded operational and financial systems, procedures and controls, including improvements to our accounting and other internal management systems. For example, our general and administrative expenses increased significantly from $597,780 in fiscal 2024 to $2,084,673 in fiscal 2025, and we incurred new selling and marketing expenses of $746,667 in fiscal 2025. These significant increases in operating expenses, coupled with a decline in revenue, were the primary drivers of our substantial net loss in fiscal 2025. We will also need to recruit, train, manage and motivate client relationship managers and other employees and manage relationships with an increasing number of clients.

Moreover, as we introduce new services or enter new markets, we may face unfamiliar market and operational risks and challenges that we may not be able to address successfully. If we are unable to manage our growth effectively, our business could be materially and adversely affected.

Our limited operating history and history of losses may not provide an adequate basis to judge our future prospects and results of operations.

We commenced our business in October 2016. As of September 30, 2025, we had an accumulated deficit of $10,764,802. We cannot assure you that our efforts to further develop our business will be successful. If our business fails to grow, our future prospects could be materially and adversely affected.

Although we recorded net income of $778,382 for the fiscal year ended September 30, 2024, we incurred net losses of $2,022,575 and $1,237,220 for the fiscal years ended September 30, 2025 and 2023, respectively. We cannot assure you that our results of operations will not be adversely affected for any future period. Our limited operating history makes prediction of future results difficult, and our past results should not be considered indicative of future performance.

As a result, you should consider our prospects in light of the risks and uncertainties that companies with limited operating histories face in a rapidly evolving and increasingly competitive market in Singapore.

We may not be able to manage future growth effectively.

If our business plans are successful, we may experience significant growth in a short period of time and may encounter scaling issues. If we grow rapidly, our financial, management and operating resources may not expand sufficiently to support that growth.

If we are unable to manage growth effectively, our costs may increase disproportionately, our revenues may stop growing or decline, and we may experience customer dissatisfaction. Any failure to manage growth could adversely impact our business and the value of your investment in our Class A Ordinary Shares.

We plan to incorporate AI technologies into some of our products and services, which may present operational and reputational risks.

As with many innovations, utilizing AI technology involves risks. Although we believe testing results for certain products are improving and show promise, no assurance can be provided that our use of AI will produce intended results. Even if it does, we cannot guarantee that AI will not produce errors in the future. AI, particularly generative AI, has been known to produce false or “hallucinatory” outputs.

AI can also present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges. Controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair acceptance of AI solutions, including those incorporated into our products and services.

If the AI tools that we use are deficient, inaccurate, or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results.

In addition, regulation of AI is rapidly evolving worldwide, as legislators and regulators increasingly focus on these technologies. AI and its uses are subject to a variety of laws and regulations, including those relating to intellectual property, data privacy and security, consumer protection, competition, and equal opportunity, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. For example, in the United States, President Biden issued an Executive Order on Safe, Secure and Trustworthy Artificial Intelligence in October 2023, establishing new standards and directing agencies to take additional actions.  

Because these regulatory frameworks evolve rapidly, we may become subject to new laws and regulations in Singapore, the United States, or elsewhere that may affect the legality, profitability, or sustainability of our business. We may be unable to predict all legal, operational, or technological risks relating to AI. Failure to comply with applicable requirements or guidance may also negatively affect our reputation.

Because AI technology is highly complex and rapidly developing, it is not possible to predict all legal, operational, or technological risks that may arise. Failure to respond appropriately to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Our ability to successfully integrate AI technologies in our future product may be dependent on our access to specific third-party software and infrastructure and our business may be adversely impacted if we are unable to access such third-party software and infrastructure.

We may employ additional AI technologies in current or new products in the future. Our ability to continue to use these technologies at the scale we require may depend on access to third-party software and infrastructure. We cannot control the availability or pricing of third-party AI technologies, particularly in a competitive environment, and we may be unable to negotiate favorable economic terms with providers. If third-party AI technologies become incompatible with our solutions, become unavailable, or providers change terms unfavorably or terminate relationships with us, our products and services may become less appealing and our business may be harmed.

To the extent third-party AI technologies are provided as hosted services, disruptions, outages, or loss of information could disrupt our operations or solutions, damage our reputation, reduce confidence in our solutions, or result in legal claims or proceedings, and we may be unable to recover damages from the affected provider.

We may also license AI-enabled products to third parties for use in their own operations. We may not have insight into, or control over, third-party practices, and cannot guarantee that third parties will not use AI for improper purposes, including dissemination of illegal, inaccurate, defamatory, or harmful content, intellectual property infringement or misappropriation, bias or discrimination, cybersecurity attacks, data privacy violations, or to develop competing technologies, or that our preventive measures will be effective. Improper use by third parties could adversely affect our business, financial condition, reputation (and the reputations of our customers), and/or subject us to legal liability.

Some aspects of our future products and services may incorporate open-source AI technology, and our future use of open-source AI technology could negatively affect our business, results of operations, financial condition, and prospects.

Our future products and services may incorporate open-source AI technology, which may expose us to various risks. We may rely on contributions from external developer communities to maintain and update these technologies, creating uncertainty regarding availability, performance and development timelines. Discontinuation or delays in updates could require us to seek alternatives, increase costs, and disrupt operations.

Compliance with open-source licenses can be complex. Non-compliance could result in significant legal liability or require us to release proprietary code, which could undermine our competitive advantage.

Open-source AI technologies may also pose security and reliability concerns because their public nature may make vulnerabilities easier to discover and exploit. Security vulnerabilities or bugs could compromise product integrity, harm our reputation, reduce customer trust, and cause financial damage.

Open-source software may not always align with regulatory requirements in different jurisdictions, potentially exposing us to legal and compliance risks. Ensuring compliance with applicable laws and regulations adds complexity and could increase costs. We may also face intellectual property infringement claims that could lead to costly disputes and operational disruptions. Lack of control over external technologies and development could limit customization and responsiveness, adversely affecting our innovation capabilities and market position.

Our clients are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws or regulations could impact our clients and, in turn, materially and adversely impact our business or may reduce our profitability.

We provide technology solutions to clients in the financial services and FX trading industries, such as banks, financial institutions, and FX trading firms, which are generally subject to extensive regulation in Singapore and other jurisdictions. Accordingly, our technologies for FX trading and analytics are particularly sensitive to changes in laws and regulations governing these industries.

Changes in laws and regulations may impact our clients in ways that adversely affect us. New regulations applicable to our clients could change the quantity or format of, or eliminate the need for, certain services or products we offer. Certain products may be rendered incompatible or obsolete as a result of more stringent regulatory requirements. Regulatory actions that adversely affect a client’s business or financial condition could reduce demand for our products and services or lead clients to renegotiate agreements. Loss of business from larger clients could materially and adversely affect our revenues and results of operations.

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

While our existing scope of business does not require licenses or permits in Singapore, we may be required to obtain and maintain approvals, licenses, permits and filings if our scope of business changes. Whether such approvals are obtained may depend on compliance with applicable laws and regulations.

If we are unable to obtain, extend, alter or renew any required approvals, or if we are required to incur significant additional costs to do so, we may be unable to implement changes to our business scope and our future operations could be materially and adversely affected.

Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation and brand recognition, which depend on earning and maintaining the trust and confidence of high net worth and ultra-high net worth individuals or enterprises that are current or potential clients, are critical to our business. Our reputation and brand are vulnerable to many threats that may be difficult or impossible to control and costly or impossible to remediate.

Regulatory inquiries or investigations, lawsuits initiated by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if baseless or satisfactorily addressed. For example, as disclosed elsewhere in this annual report, the Company has recently been subject to a trading suspension by the SEC and is under investigation by Nasdaq. Such events, regardless of their outcome, can cause significant harm to our reputation and brand.

Negative media publicity about the financial services industry generally, or quality issues affecting other firms in the industry (including competitors), may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or enhance brand recognition, our ability to attract and retain clients, product providers and key employees could be harmed, and our business and revenues could be materially and adversely affected.

Our business is subject to risks related to lawsuits and other claims brought by our clients.

We are subject to lawsuits and other claims in the ordinary course of our business, including arbitration claims and lawsuits brought by clients. Actions against us may result in settlements, awards, injunctions, fines, penalties or other adverse outcomes, including reputational harm.

Our contracts with third-party product providers do not provide for indemnification of our costs, damages or expenses resulting from such claims. Even if we successfully defend these matters, defense may result in significant expense.

Predicting outcomes is inherently difficult, particularly where claimants seek substantial or unspecified damages or where proceedings are at an early stage. A substantial judgment, award, settlement, fine, or penalty could be materially adverse to our operating results or cash flows for a future period.

Failure to manage our liquidity and cash flows may materially and adversely affect our financial conditions and operating results. As a result, we may need additional capital, and financing may not be available on terms acceptable to us, or at all.

We had net cash used in operating activities of $869,355, $353,164, and $5,518,850 for the years ended September 30, 2023, 2024, and 2025, respectively. The significant use of cash in fiscal 2025 was primarily driven by a $3.6 million increase in prepayments to suppliers for system development, data collection, and marketing expenses, in addition to our $2.0 million net loss.

We cannot assure you that our business model will allow us to generate positive operating cash flows, given substantial expenses in relation to revenue at this stage. Inability to collect accounts receivable timely and sufficiently, or inability to offset expenses with adequate revenue, may adversely affect liquidity, financial condition and operating results.

Although we believe cash on hand from our recent IPO and anticipated cash flows from operating activities will be sufficient to meet anticipated working capital requirements and capital expenditures for the next 12 months, our significant cash burn rate from operations raises substantial doubt about our ability to sustain operations in the medium to long term without significant improvements in profitability or additional financing. We may need additional cash resources if business conditions change, or if we pursue investment, acquisition, capital expenditure or similar opportunities, or to substantially grow our business.

If our cash requirements exceed our available cash and cash equivalents, we may seek to issue equity or debt securities or obtain credit facilities. Equity issuances would dilute shareholders. Debt would increase fixed obligations and may impose covenants restricting operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We have made significant prepayments to suppliers, which exposes us to counterparty risk.

As of September 30, 2025, we had prepayments of $3,678,951, a significant increase from $56,552 as of September 30, 2024. This balance primarily represents prepaid expenses to various suppliers for system development, data collection, and marketing. Making substantial prepayments exposes us to the risk that our suppliers may fail to perform their obligations under our agreements. If a supplier fails to deliver the contracted services on time or at all, we may not be able to recover the prepaid amounts, which could result in a significant financial loss and adversely affect our business and financial condition.

Our business collects and processes consumer data, and the improper use, collection or disclosure of such data could subject us to significant reputational, financial, legal and operational consequences.

We collect, store and use personal data provided by customers and their representatives in the course of our business activities. The collection and use of personal data are governed by privacy and data protection laws and regulations in Singapore, including the Personal Data Protection Act 2012 . We are required to comply with applicable laws and regulations relating to the collection, use, storage, transfer, disclosure and security of personal data.

We face risks inherent in handling and protecting data, including protecting data hosted on our systems against attacks, fraud, or improper use by employees. Although we have implemented policies and security measures intended to prevent, detect, address and mitigate these risks, these threats may still materialize.

We also cannot guarantee the effectiveness of policies and measures undertaken by business partners and clients. If a client’s or partner’s security measures are compromised, customer information may be misappropriated or publicly disseminated, which may result in enforcement action against us, including fines, suspension of operations, or other penalties. Any failure or perceived failure by us, our clients or partners to comply with applicable data privacy laws may result in negative publicity, damage our reputation, cause clients to lose trust and stop using our technology, and require significant remediation costs. Any of these events could have a material adverse effect on our business and results of operations.

Privacy regulations continue to evolve and may be inconsistent across jurisdictions. Compliance may increase operating costs. Failure to comply may result in warnings, fines, criminal liability, orders to cease operations, and/or suspension of licenses and permits. As a result, our reputation may be harmed and our business, prospects, financial condition and results of operations could be materially and adversely affected.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our copyrights, trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success. We rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements, to protect proprietary rights.

We cannot ensure that our intellectual property rights will not be challenged, invalidated, circumvented or misappropriated, or that they will provide competitive advantages. Our business also partially relies on technologies developed or licensed by third parties, and we may not be able to obtain licenses and technologies on reasonable terms, or at all.

Third parties may obtain and use our intellectual property without authorization. Confidentiality, invention assignment and non-compete agreements may be breached. We may need to resort to litigation or other proceedings to enforce rights, which could be costly and divert management and financial resources. We cannot assure you that we will prevail. Trade secrets may be leaked or independently discovered by competitors.

Disputes may arise if employees or consultants use intellectual property owned by others in their work for us. Any failure to protect or enforce our intellectual property rights could have a material adverse effect on our business, financial condition and operating results.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe or otherwise violate intellectual property rights held by third parties. We may from time to time be subject to proceedings and claims relating to intellectual property rights of others, in Singapore, the United States, or elsewhere.

If third-party claims are brought against us, we may be forced to divert resources to defend, regardless of merits. The application and interpretation of Singapore intellectual property laws and related procedures and standards are evolving and uncertain. If we were found to infringe rights of others, we may be subject to liability, prohibited from using certain intellectual property, required to pay licensing fees, or forced to develop alternatives. As a result, our business and operating results may be materially and adversely affected.

We operate in a competitive environment and face competition from existing and new industry players.

We operate in a competitive environment and our success depends to a large extent on our ability to compete with other industry players on, among other things, reputation, track record and customer service.

We cannot assure you that we will be able to compete effectively or adapt quickly to changing market conditions and trends. Failure to keep abreast of technological advancements and industry developments may result in inability to provide services as cost-effectively or efficiently as competitors, which may lead to loss of customers. Our business and results of operations may be adversely affected if competition intensifies. Any failure to remain competitive will adversely affect our business, financial condition and results of operations.

There is no assurance that we will be able to compete successfully in the future against existing or potential competitors or that our business, financial condition and results of operations will not be adversely affected by increased competition.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of our employees, including Mr. Huiyi Zheng and Mr. Qihong Bao. Our future success depends on our ability to attract, develop, motivate and retain qualified and skilled employees.

Competition for highly skilled technical, risk management and financial personnel is intense. We may not be able to hire and retain personnel at compensation levels consistent with our structure. Some competitors for talent have greater resources and may offer more attractive employment terms.

We expect to invest time and expense in training employees, which may increase their attractiveness to competitors. If we fail to retain employees, we could incur significant expenses to hire and train replacements, and service quality and our ability to serve clients could be harmed, which could have a material adverse effect on our business.

Increases in labor costs in Singapore may adversely affect our business and results of operations.

Singapore has experienced increases in inflation and labor costs in recent years. Average wages are expected to continue to increase. In addition, we are required by Singapore laws and regulations to maintain statutory employee benefits and insurance and comply with labor protections. Government agencies may examine compliance, and failure to comply can result in criminal penalties.

We expect labor costs, including wages and benefits, to continue to increase. Unless we can control labor costs or pass increases through by increasing service fees, our financial condition and operating results may be adversely affected.

The growth of our business depends on our ability to successfully introduce new products and improve existing products.

Our growth depends in part on our ability to predict and respond to evolving customer demands and preferences. Developing and introducing innovative new products involves considerable costs. New products may not generate sufficient customer interest or sales to become profitable or to cover development and promotion costs and may negatively affect operating results and damage our reputation.

If we are not able to anticipate, identify, develop and market products to respond to customer requirements, or if new product introductions fail to gain acceptance, we may not grow as anticipated, sales may decline, and our business, financial condition and results of operations may be materially and adversely affected.

We do not have any business insurance coverage.

Currently, while we maintain worker’s injury insurance, we do not have business liability or disruption insurance to cover operations. We have determined that the costs and difficulty of obtaining such insurance on commercially reasonable terms make it impractical. Any uninsured disruptions may result in substantial costs and diversion of resources, which could adversely affect results of operations and financial condition.

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

We are vulnerable to natural disasters and other calamities, including fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Such events may cause server interruptions, system failures, platform failures or internet failures, which could cause loss or corruption of data, software or hardware malfunctions, and adversely affect our ability to provide products and services.

We depend on a limited number of customers for a significant portion of our revenue, and the loss of one or more of these customers could adversely affect our business.

We derive a substantial portion of our revenue from a limited number of customers. For the year ended September 30, 2025, our top two customers, Customer A and Customer C, accounted for approximately 84.9% and 12.1% of our revenue, respectively, for a combined total of 97.0%. For the year ended September 30, 2024, our top two customers accounted for a combined 99.1% of our revenue. As of September 30, 2025, Customer A also accounted for 91.8% of our net accounts receivable. The loss of any of our major customers, a significant reduction in their purchases, or a failure to collect our accounts receivable from them could have a material adverse effect on our business, financial condition, and results of operations.

We rely significantly on a key supplier that is controlled by our Chief Executive Officer, which exposes us to risks associated with related party transactions, potential conflicts of interest, and supplier concentration.

For the year ended September 30, 2025, purchases from Shanghai Borui Finance Information Limited (“Shanghai Borui”) accounted for $313,631, representing a significant portion of our cost of revenues. For the year ended September 30, 2024, purchases from Shanghai Borui accounted for $490,032, representing a significant portion of our cost of revenues and research and development expenses. For the year ended September 30, 2023, purchases from Shanghai Borui accounted for $398,509, also representing a significant portion of our costs. Furthermore, for the year ended September 30, 2025, another single supplier, Supplier A, accounted for 88.2% of our total purchases, indicating an extreme concentration of supplier risk that extends beyond related parties.

Shanghai Borui provides IT professional outsourcing services critical to our software development and R&D activities and is an entity controlled by Mr. Huiyi Zheng, our Chief Executive Officer.

Because our CEO controls Shanghai Borui, his interests as the controlling party of our key supplier may not always align with the best interests of our company or shareholders. Decisions regarding pricing, service levels and contract duration may be influenced by conflicts of interest. While we believe transactions have been conducted on terms comparable to those available in arm’s-length dealings, there is no guarantee this has been or will continue to be the case.

Our substantial reliance on Shanghai Borui and Supplier A makes us vulnerable to disruptions in their operations or changes in our relationship. Any interruption in service delivery, whether due to financial difficulties, operational issues, regulatory changes affecting them, or a decision to alter or terminate the relationship, could disrupt development, delay R&D initiatives, and harm our operations.

Risks Related to Our Corporate Structure

Our controlling shareholder has substantial influence over our company and his interests may not be aligned with the interests of our other shareholders.

As of the date of this annual report on Form 20-F, our founders, Huiyi Zheng and Qihong Bao (collectively, “Founders”), beneficially own an aggregate of approximately 100% of our issued and outstanding Class B Ordinary Shares and no Class A Ordinary Shares.

As a result of this substantial shareholding, our Founders have substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. The Founders may take actions that are not in the best interests of us or other shareholders. This concentration of ownership may discourage, delay or prevent a change in control that could otherwise provide shareholders an opportunity to receive a premium, and might reduce the price of our Class A Ordinary Shares.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Class A Ordinary Share.

The SEC requires public companies to include a report of management on internal control over financial reporting. As a company with a limited history of public company operations, we had limited accounting personnel and resources for internal control over financial reporting.

Our management has concluded that our internal control over financial reporting was not effective as of September 30, 2025. Our independent registered public accounting firm has not conducted an audit of internal control over financial reporting.

We are required to maintain internal controls and have management perform periodic evaluations. Effective internal control over financial reporting is important to prevent fraud. If we do not have effective internal controls, our business, financial condition, results of operations and prospects, and the market for and trading price of our Class A Ordinary Shares, may be materially and adversely affected.

Because we historically had limited resources, we may not discover problems timely and investors could lose confidence in our financial reporting, harming our business and share price. The absence of effective internal controls may also make it more difficult to raise funds.

In connection with the audit of our consolidated financial statements for the fiscal year ended September 30, 2025, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting.

Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or are unable to produce accurate and timely financial statements, our share price may decline and we may be unable to maintain compliance with applicable listing rules.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer. 

Nasdaq listing rules require listed companies to have, among other things, a majority of board members be independent. As a foreign private issuer, we are permitted to follow home country practice in lieu of certain requirements, or to comply within permitted transition periods. Cayman Islands corporate governance practice does not require a majority of the board to be independent. As a result, fewer board members may exercise independent judgment and board oversight may decrease. We intend to follow home country practice in lieu of the Nasdaq requirements with respect to certain corporate governance standards which may afford less protection to investors, including:

We follow our home country practice in lieu of the requirements listed above. Our memorandum and articles of association, consistent with Cayman Islands law, do not require us to hold an annual shareholder meeting within a specific timeframe or to obtain shareholder approval for the types of transactions described in Rule 5635. Such actions may instead be approved by our board of directors.

Although as a Foreign Private Issuer we are exempt from certain corporate governance standards applicable to U.S. issuers, if we cannot continue to satisfy the continued listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Our Class A Ordinary Shares have been approved for listing on the Nasdaq Capital Market under the symbol “PLTS.” Even though our securities are listed, we cannot assure you that our securities will continue to be listed.

To maintain our listing, we must comply with applicable Nasdaq continued listing standards, including those relating to minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and other requirements. If we are unable to satisfy continued listing criteria, our securities could be delisted.

If Nasdaq delists our securities, consequences could include limited availability for market quotations, reduced liquidity, a determination that our shares are “penny stock,” limited news and analyst coverage, and decreased ability to issue additional securities or obtain financing.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We currently qualify as a foreign private issuer. As a foreign private issuer, we are exempt from certain Exchange Act rules and are not required to file periodic reports as frequently or as promptly as U.S. domestic issuers, and we are not required to disclose all information required of U.S. domestic issuers. We may cease to qualify as a foreign private issuer in the future.

If we cease to qualify, we would be subject to additional reporting and governance requirements and would incur significant additional legal, accounting and other expenses.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States and it may be difficult for a shareholder of ours to effect service of process or to enforce judgments obtained in the United States courts.

Our corporate affairs are governed by our memorandum and articles of association and Cayman Islands law. Shareholder rights and director fiduciary responsibilities under Cayman Islands law are not as clearly established as under U.S. law, and the Cayman Islands has a less developed body of securities laws compared to the United States.

Currently, substantially all of our operations are conducted outside the United States and substantially all of our assets are located outside the United States. Our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for shareholders to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts.

We have been advised that Singapore and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments with the United States. As a result, shareholders may have more difficulty protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply. We have elected not to opt out of the extended transition period, meaning we may adopt new or revised standards later than companies that are not emerging growth companies. This may make comparison of our financial statements with other public companies difficult or impossible due to differences in accounting standards used.

As an “emerging growth company” under applicable law, we are subject to lessened disclosure requirements. Such reduced disclosure may make our Class A Ordinary Shares less attractive to investors.

For as long as we remain an “emerging growth company,” we may take advantage of exemptions from various reporting requirements applicable to other public companies, including not being required to comply with auditor attestation requirements under Section 404 of Sarbanes-Oxley, reduced executive compensation disclosure, and exemptions from certain shareholder advisory votes. Because of these reduced requirements, shareholders may have less information or rights than shareholders of more mature companies. If some investors find our shares less attractive, there may be a less active trading market for our shares and our share price may be more volatile.

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

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. Sarbanes-Oxley and SEC and Nasdaq rules impose various requirements on corporate governance practices. We will remain an emerging growth company until the earlier of certain thresholds or time periods provided by law.

Compliance increases legal and financial compliance costs and makes certain corporate activities more time-consuming and costly. After we are no longer an emerging growth company (or until applicable transition periods expire), we expect to incur significant expenses and devote substantial management effort toward ensuring compliance, including Section 404 and other SEC requirements. We may need additional independent directors, policies regarding internal controls and disclosure controls, and we may incur additional insurance and reporting costs. It may also be more difficult to find qualified persons to serve on our board or as executive officers. We cannot predict or estimate with certainty the amount or timing of additional costs.

Anti-takeover provisions in our memorandum and articles of association may discourage, delay or prevent a change in control.

Certain provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change in control or management that shareholders may consider favorable, including provisions authorizing our board to issue shares with preferred, deferred or other special rights or restrictions.

Our board of directors may decline to register transfers of Ordinary Shares in certain circumstances.

Our board may, in its sole discretion, decline to register transfers of ordinary shares in certain circumstances, including where shares are not fully paid or are subject to a lien. The board may also decline to register transfers unless specified documentary and procedural requirements are satisfied and applicable fees are paid. If our directors refuse to register a transfer, they will provide notice within the time required by our organizational documents. Registration of transfers may also be suspended and the register closed at times determined by the board, subject to limitations.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with limited rights to requisition a general meeting and does not provide shareholders the right to put proposals before a general meeting unless such rights are provided in the articles of association. Our articles permit shareholders holding not less than 10% of voting rights to requisition a general meeting.

Risks Related to Doing Business in Singapore

Our business is substantially concentrated in Singapore, and we are therefore susceptible to adverse economic, social, and political developments in Singapore and the surrounding region.

Substantially all of our operations and revenue are concentrated in Singapore. As a result, our business, financial condition, and results of operations are highly susceptible to adverse conditions in Singapore’s economy and its regulatory environment. As a highly open economy, Singapore is significantly influenced by global economic conditions, including developments in the United States, China, and Europe. Any significant downturn in the global economy, trade disputes, financial market volatility, or geopolitical instability could have a material adverse effect on the Singaporean economy.

Adverse circumstances affecting the Singapore market, such as an economic recession, a pandemic or widespread outbreak of an infectious disease (such as the COVID-19 pandemic), social unrest, or natural disasters, could materially harm our business. During such periods, our clients may reduce their budgets, delay or cancel projects, or demand lower fees for our services. This could lead to a decline in our revenue, lower profit margins, and increased pressure on our cash flows. Furthermore, economic downturns can heighten credit risk associated with our accounts receivable as clients may delay payments. There can be no assurance that the Singaporean economy will continue to grow or that we will be able to sustain our business performance if the market deteriorates.

As a holding company, our ability to operate and pay dividends depends on receiving distributions from our Singaporean subsidiary, which is subject to legal and regulatory restrictions.

We are a holding company incorporated in the Cayman Islands with no material operations of our own. We conduct our business primarily through our operating subsidiary in Singapore. Consequently, our ability to fund our operations, meet our financial obligations, and pay dividends to our shareholders, if any, is dependent on the receipt of dividends and other distributions from our Singaporean subsidiary.

The ability of our subsidiary to make such distributions is subject to applicable Singaporean laws and regulations. Under the Singapore Companies Act, dividends may only be paid out of profits. In addition, while there are currently no foreign exchange control regulations in Singapore that restrict the flow of funds to us, the Singaporean government may impose such controls in the future. Any limitation on the ability of our Singaporean subsidiary to declare or pay dividends to us could have a material adverse impact on our financial condition and our ability to conduct our business and pay dividends to our shareholders.

We face intense competition in Singapore, and our success depends on our ability to attract and retain highly skilled personnel in a tight labor market.

The market for our services in Singapore is highly competitive. We compete with both local and international firms, some of which may have greater financial resources, more established brand recognition, and larger client bases. Increased competition may lead to pricing pressures, which could require us to reduce our fees, potentially eroding our profit margins. If we are unable to compete effectively on the basis of service quality, innovation, and price, our market share and profitability could be adversely affected.

Furthermore, our success is highly dependent on our ability to attract, retain, and motivate a team of highly skilled professionals, including engineers, project managers, and sales personnel. The labor market for such talent in Singapore is extremely competitive and costly. A failure to attract new qualified employees or the loss of key personnel to competitors could disrupt our operations, damage client relationships, and impede the execution of our growth strategy. Changes in Singapore’s government policies regarding employment and foreign labor could also make it more difficult or expensive to hire and retain the necessary talent.

Risks Related to Our Class A Ordinary Shares and Our Public Listing

As a result of a trading suspension by the U.S. Securities and Exchange Commission (“SEC”) and an ongoing inquiry by Nasdaq, trading in our Class A Ordinary Shares has been halted, which could result in the delisting of our shares, monetary penalties, and other significant adverse consequences.   

On October 3, 2025, the SEC issued an order temporarily suspending trading in our Class A Ordinary Shares until October 17, 2025. Following the expiration of the SEC’s temporary suspension, on October 18, 2025, The Nasdaq Stock Market (“Nasdaq”) halted trading in our shares pending requests for additional information from the Company. We have not authorized and have not been involved in any share price manipulation activities. We are cooperating fully with the inquiries from Nasdaq and relevant regulatory authorities, and have timely responded to Nasdaq’s requests for information.

The ultimate outcome of these inquiries is uncertain and could result in a range of adverse consequences, including but not limited to: a prolonged or indefinite trading halt; the formal delisting of our Class A Ordinary Shares from Nasdaq; monetary fines or penalties; or other sanctions. A delisting would severely limit the liquidity and marketability of our shares and our ability to raise capital in the U.S. public markets. These regulatory actions have required and will continue to require significant management attention and resources and have resulted in substantial legal and other professional fees. These events have caused and may continue to cause significant reputational harm and could lead to a loss of confidence from investors, customers, and partners, which could have a material adverse effect on our business and financial condition.

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

Our Class A Ordinary Shares may be “thinly traded,” meaning that at times the number of persons interested in purchasing shares at or near bid prices may be small or non-existent. This may be attributable to factors including the ongoing regulatory matters and trading halt, limited analyst or broker coverage, limited institutional investor interest, and investor risk aversion toward less seasoned issuers. As a result, if and when trading resumes, there may be periods when trading activity is minimal or non-existent, and a broad or active public trading market may not develop or be sustained.

The market price of our Class A Ordinary Shares may not be indicative of the prices that will prevail in the trading market and such market prices may be volatile.

The market price of our Class A Ordinary Shares may fluctuate significantly. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in recent years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside our control and may be unrelated or disproportionate to changes in our results of operations.

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that such sales could occur, could cause the market price to decline. The number of shares that may be available for sale from time to time, including by existing shareholders, may increase supply and place downward pressure on trading prices.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment if the market price of our Class A Ordinary Shares increases. Our board has complete discretion as to whether to distribute dividends, subject to Cayman Islands and applicable other law.

If securities or industry analysts do not publish research or reports about our business, or if they publish negative reports regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market may depend in part on research and reports that analysts publish about us. We do not control these analysts. The current trading halt and regulatory inquiries may deter analysts from initiating or continuing coverage of our company. If analysts downgrade us, publish negative reports, cease coverage, or fail to publish reports regularly, we could lose visibility, and the price and trading volume of our Class A Ordinary Shares could decline.

The market price for our Class A Ordinary Shares may be volatile.

The market price may be volatile and subject to wide fluctuations due to factors such as the status and outcome of the ongoing SEC and Nasdaq inquiries and the trading suspension, perceptions of U.S. investors and regulators of U.S.-listed Singapore companies, actual or anticipated fluctuations in operating results, changes in financial estimates, negative publicity, our ability to keep pace with technological innovation, changes in valuations of similar companies, announcements of acquisitions or partnerships, addition or departure of key personnel, exchange rate fluctuations between the Singapore dollar and the U.S. dollar, and general economic or political conditions in Singapore and the broader region.

In addition, the securities market has experienced significant price and volume fluctuations unrelated to operating performance of particular companies, and these market fluctuations may materially and adversely affect the market price of our Class A Ordinary Shares.

Our results of operations are subject to fluctuations in the exchange rate between the U.S. dollar and the Singapore dollar.

Exchange rate fluctuations between the U.S. dollar and the Singapore dollar, as well as inflation in Singapore, may negatively affect our earnings. A substantial majority of our revenues and a substantial portion of our expenses are denominated in U.S. dollars, but a significant portion of expenses associated with Singapore operations are incurred in Singapore dollars. Inflation in Singapore may increase the U.S. dollar cost of operations unless offset by currency movements. We cannot predict future inflation trends or currency movements. Any significant appreciation of the Singapore dollar against the U.S. dollar would increase our reported U.S. dollar expenses. Exchange rate fluctuations in other countries or areas where we operate may also negatively affect earnings.

Volatility in our Class A Ordinary Shares price may subject us to securities litigation.

The market for our Class A Ordinary Shares may experience significant price volatility. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We have a dual class ordinary share structure that has the effect of concentrating voting control with the holders of our Class B Ordinary Shares. Our Class B Ordinary Shares have multiple votes per share and this ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.

We have a dual class ordinary share structure and holders of our Class B Ordinary Shares have 20 votes per share. Our founders own Class B Ordinary Shares representing approximately 93.9% of the voting power of the outstanding ordinary shares as of the date of this annual report on Form 20-F. Because of the voting ratio between Class B and Class A Ordinary Shares, holders of Class B Ordinary Shares could continue to control a majority of the combined voting power and therefore control matters submitted to shareholders for approval.

This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including election of directors, amendments of organizational documents and major corporate transactions. It may also prevent or discourage unsolicited acquisition proposals or offers that you may feel are in your best interest, and may adversely affect the market price of our Class A Ordinary Shares.

Class B Ordinary Shares are convertible into Class A Ordinary Shares and will automatically convert upon the occurrence of certain events, generally including transfers, subject to limited exceptions in our organizational documents. Over time, conversion may increase the relative voting power of holders of Class B Ordinary Shares who retain their shares long term. As a result, one or more persons or entities holding Class B Ordinary Shares could gain significant voting control as other holders sell or convert shares.

If we fail to satisfy continued listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Even though our Class A Ordinary Shares are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed. We must maintain a minimum share price and satisfy standards relating to stockholders’ equity, market value of publicly held shares and additional requirements. If we fail to comply, our shares may be delisted. Delisting could reduce price and liquidity and adversely affect access to capital markets and our ability to raise capital.

If Nasdaq subsequently delists our securities, we could face significant consequences, including limited availability for quotations, reduced liquidity, penny stock designation, limited news and analyst coverage, and decreased ability to issue securities or obtain financing. Delisting could be a direct result of the ongoing regulatory inquiries. Delisting could also result in loss of confidence by clients, business partners and employees, reduced institutional investor interest and fewer business development opportunities.

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

We will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income is passive income or (2) at least 50% of the average value of our assets is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from disposition of passive assets.

If we are determined to be a PFIC for any taxable year included in the holding period of a U.S. holder of our securities, such holder may be subject to increased U.S. federal income tax liability and additional reporting requirements. PFIC status is a fact-intensive annual determination applying principles and methodologies that may be unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance regarding our PFIC status for any taxable year. We urge U.S. holders to consult their own tax advisors regarding possible application of PFIC rules in light of their individual circumstances.

ITEM 4. INFORMATION ON THE COMPANY 

A. History and Development of the Company 

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands, which is referred to as the Companies Act below, and the common law of the Cayman Islands.

As of December 31, 2025, our authorized share capital was US$50,000.00 divided into 100,000,000 Class A Ordinary Shares of par value of US$0.0004 each and 25,000,000 Class B Ordinary Shares of par value of US$0.0004 each.

As of December 31, 2025, there were 11,205,435 Class A Ordinary Shares and 6,853,674 Class B Ordinary Shares issued and outstanding.

On March 31, 2025, we adopted our third amended and restated memorandum and articles of association by a special resolution of our shareholders, which became effective upon the pricing of our initial public offering and serves as our current memorandum and articles of association.   

History of Share Capital

The Company was established by founding shareholders under the laws of the Cayman Islands on with ordinary shares authorized 5,000,000, $0.01 par value, 88,000 ordinary shares issued and outstanding on October 6, 2016.

From June 2017 through February 17, 2022, the Company issued an aggregate of 1,058,117 ordinary shares to different shareholders. As a result, 1,146,117 ordinary shares were issued and outstanding prior to the reorganization in 2025.

On March 31, 2025, the authorized share capital of the Company was changed from US$50,000.00 divided into 5,000,000 ordinary shares of par value of US$0.01 each, to US$50,000.00 divided into 100,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares. On the same day, with effect a 1:25 stock forward split and re-designation and re-classification of its existing ordinary shares, the Company’s total issued and outstanding shares of Class A and Class B were 16,191,700 shares and 12,461,225 shares, respectively.

On June 6, 2025, the Company took effect a share surrendering, to surrender 45 shares out of every 100 shares. Immediately after the share surrendering, the Company’s total issued and outstanding shares of Class A and Class B were 8,905,435 shares and 6,853,674 shares, respectively.

Holders of our Class A Ordinary Shares and our Class B Ordinary Shares shall, at all times, vote together as one class on all matters submitted to a vote by our shareholders at any general meeting of our company. Each Class A Ordinary Share shall be entitled the holder thereof to one (1) vote on all matters subject to vote at general meetings of our company, and each Class B Ordinary Share shall be entitled the holder thereof to twenty (20) votes on all matters subject to a vote at general meetings of our company.

On September 22, 2025, we closed our initial public offering (the “IPO”) of 2,300,000 Class A Ordinary Shares, which included the full exercise of the underwriters’ over-allotment option, at a public offering price of $4.00 per share. The IPO was conducted pursuant to a registration statement on Form F-1 (File No. 333-287134), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2025. Our Class A Ordinary Shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “PLTS” on September 19, 2025. We entered into an underwriting agreement with Kingswood Capital Partners, LLC, as representative of the underwriters, on September 18, 2025, in connection with the IPO.

In connection with our IPO, all directors, officers and 5% holders have agreed to enter into lock-up agreements.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Our principal executive offices are located at 60 Anson Road, 17-01, Mapletree, Singapore 079914, and our phone number is (65) 68227800. We maintain a corporate website at www.platinumanalytics.net. The information contained in, or accessible from, our website or any other website does not constitute a part of this annual report. 

Recent Development

On October 3, 2025, the U.S. Securities and Exchange Commission (the “SEC”) issued an order temporarily suspending trading in our Class A Ordinary Shares until October 17, 2025. On October 18, 2025, The Nasdaq Stock Market (“Nasdaq”) announced that it had halted trading in our Class A Ordinary Shares. According to Nasdaq’s announcement, trading was halted pending requests for additional information from the Company.

Following the Company’s initial response to Nasdaq’s October 7, 2025 information requests, the Company received follow-up requests for information from Nasdaq on November 11, 2025. The Company timely responded to these follow-up requests on November 24, 2025. As Nasdaq’s requests were continuing in nature, the Company submitted supplemental responses in December 2025 and January 2026.

We are cooperating fully with the inquiries from Nasdaq and relevant regulatory authorities. There can be no assurance as to when, or if, trading in our Class A Ordinary Shares on Nasdaq will resume. For a more detailed discussion of the risks associated with this matter, see “ITEM 3. KEY INFORMATION - D. Risk Factors - As a result of a trading suspension by the U.S. Securities and Exchange Commission (“SEC”) and an ongoing inquiry by Nasdaq, trading in our Class A Ordinary Shares has been halted, which could result in the delisting of our shares, monetary penalties, and other significant adverse consequences.”

B. Business Overview

Platinum Analytics, established 2017 in Singapore, is a software developer specializing in the provision of FX trading software development solutions, data analytics solutions and technology development solutions to financial institutions with a strategic focus on serving Asia and other emergent markets. Supported by the Monetary Authority of Singapore (MAS), Platinum Analytics focuses on helping financial institutions in addressing the distinct challenges of the dynamic financial environments, such as rapid growth in currency trade volumes, the complexity of cross-border transactions, and the volatility of emerging market currencies. Platinum Analytics also operates a spot FX trading platform, the Electronic Communications Network (ECN), which provides brokerage-based trading solutions for institutional and enterprise clients which contributed a small amount of our revenue. There is no license nor permit requirement for the operation of both our software development and ECN businesses, because our spot FX trading platform does not handle transaction monies, and involves neither spot foreign exchange for the purposes of leveraged foreign exchange trading nor spot foreign exchange contracts that are traded on a margin basis.

Platinum’s strength lies in its commitment to innovation and the development of advanced software solutions that empower financial institutions to navigate the complexities of modern FX markets. Its proprietary technology is designed to be scalable, flexible, and responsive, making it ideal for institutions operating in financial hubs like Singapore. The company’s software solutions combine cutting-edge artificial intelligence with robust data analytics to support better decision-making and risk management, even in high-pressure trading environments.

Platinum’s suite of offerings—Platinum AI, Platinum ECN, and Platinum Smart Trade —are tailored to support high-volume trading, a key requirement for institutions operating in Asian financial. These products enable rapid, low-latency trade execution and provide smart data analytics for improved decision-making in these high-demand markets. In line with its focus on Asia, Platinum received a significant boost with the MAS Financial Sector Development Grant in 2019, helping it build its ECN platform.

As a software innovator, Platinum Analytics prioritizes adaptability, ensuring that its solutions can integrate with existing systems while staying agile to respond to evolving market demands. This is why some of Asia’s largest banks choose to engage Platinum to develop their state-of-the-art trading solutions.

Our Products and Services

The FX trading software development industry is defined by rapid innovation, increasing regulatory complexity, and growing demand for customization and interoperability. Within this context, Platinum Singapore has developed a suite of solutions that directly address the needs and gaps in the market.

Platinum offers a fully integrated suite of FX trading and analytics solutions tailored to the needs of financial institutions operating in dynamic and complex market environments. Our products span the entire trade lifecycle, from real-time price discovery to execution, risk management, and post-trade analytics. Each module is designed to function both independently and as part of a unified stack, offering clients the flexibility to adopt solutions at their own pace while benefiting from seamless interoperability when integrated. For the fiscal year ended September 30, 2025, our software development services accounted for approximately $1,496,161 of our revenue, while maintenance and other similar services accounted for approximately $179,078.

Our primary products and services include:

This engine enables real-time price discovery by aggregating liquidity, applying customizable spreads, and generating executable pricing for multiple currency pairs. The engine supports differentiated logic for regional trading venues and is optimized for both onshore and offshore FX markets.

Our OMS handles trade execution workflows across spot and forward FX, with full lifecycle tracking, execution routing, exception management, and support for straight-through processing (STP). The system supports compliance with regional regulations and offers role-based access control for complex banking environments.

A proprietary tool designed to manage mid-desk exposure by automatically executing hedging strategies in response to real-time position changes. It integrates directly with the OMS and supports configurable rules for timing, volume thresholds, and venue selection.

Our analytics framework applies proprietary machine learning models to generate market insights, detect pricing anomalies, forecast short-term movements, and interpret market sentiment. The models access a broad range of real-time and historical data streams, enhancing trade decision-making and risk assessment.

Clients can extend or tailor their trading workflows via sandbox environments, APIs, and plug-ins. The platform supports integration with third-party systems, custom strategy development in Python or Java, and bespoke data ingestion adapters.

Our implementation teams offer clients onboarding support, API training, systems integration, and post-deployment optimization. Beyond implementation, our team collaborates closely with clients to customize product configurations, integrate proprietary logic, and adapt modules to specific regulatory or operational requirements.

We work with banks to map our solution stack directly onto their internal workflows, ensuring seamless data handoff between internal systems such as treasury management, risk control, and compliance monitoring platforms. Our systems are designed to interface with a wide range of industry-standard protocols and vendor ecosystems, enabling deep integration into the client’s broader infrastructure.

Ongoing support is provided through a combination of 24/5 helpdesk access, periodic system reviews, and hands-on workshops that ensure clients are maximizing the value of their deployments over time.

This product architecture enables us to deliver agile, AI-powered FX infrastructure to clients ranging from Tier 1 banks to regional fintech firms. Feedback from our customers reinforces the increasing importance of agile, intelligent trading systems in high-growth markets- indicating a demand for intelligent and adaptive trading systems grows in emerging markets, we believe our integrated approach offers a distinct competitive advantage.

Our Competition

The competitive environment for Platinum Singapore is shaped by the growing demand for advanced FX trading and analytics solutions, particularly in Asia and other emergent markets. Based on our experiences in the industry, and servicing Singaporean banks as our customers, we believe that the FX industry in those markets will continue to grow in the future.

The industry landscape includes major global players like Refinitiv and Bloomberg, who provide comprehensive financial data and trading platforms but often lack the specialized, adaptable AI-driven solutions Platinum offers. These traditional competitors have established infrastructures and extensive client bases, though they may be less agile in integrating cutting-edge AI technologies or customizing solutions to meet the specific demands of high-growth markets in Asia.

Additionally, regional and niche providers are emerging as competition, targeting specific needs within the FX trading space, such as liquidity aggregation, AI-enabled analytics, and rapid trade execution. These companies may compete by offering specialized modules, low-latency trading solutions, or enhanced data services, particularly for currency pairs relevant to Asian and cross-border trading.

A brief description of each type of competitors is set out as below:

Global Competitors

Companies such as Bloomberg, Refinitiv (a London Stock Exchange Group business), and CME Group are among the most established providers of FX trading platforms and financial data services globally. These firms operate well-known systems such as Bloomberg Terminal, FXall (Refinitiv), and CME FX futures, which are widely used by institutional participants for price discovery, trade execution, and market analysis. These players offer comprehensive trading platforms, data analytics, and extensive financial data services with well-established infrastructures and vast global networks.

These companies have a significant competitive edge due to brand recognition, deep financial resources, and established client relationships worldwide.

While these large institutions offer comprehensive trading platforms and data services, their solutions are often designed for broad applicability across asset classes and geographies. As a result, they may not always provide the level of customization or responsiveness needed to support the nuanced trading requirements of institutions operating in emerging markets.

In contrast, our platform was built from inception to address the distinct characteristics of Asian FX markets—including support for split onshore/offshore trading, localized execution logic, and pricing models tailored to thinly traded or regulated currency pairs.

Based on client feedback and our experience integrating with regional banks and fintech firms, we believe our ability to deliver AI-enhanced workflows and market-aware infrastructure positions us well to meet the specialized needs of these markets.

The algorithms used in our platform are proprietary and developed by our data science and engineering teams, with significant development support from our key related-party supplier, Shanghai Borui. We do not use open-source models in our production environment, and we do not incorporate third-party AI tools such as GPT or general-purpose large language models (LLMs) for core decision-making.

Our AI models are built specifically for real-time financial trading. They are designed to process structured market data and unstructured contextual events—like prices, order flows, sentiment, and internal positions—in latency-sensitive environments. This includes a highly customized version of BERT that we trained in-house using FX-specific datasets to extract sentiment and event signals relevant to currency markets.

Because the FX market moves rapidly and is influenced by a wide range of global events, economic indicators, and institutional flows, general-purpose models are often too broad or slow to adapt. Our models are tailor-made for the FX domain and are trained extensively to capture the specific drivers and behaviors unique to currency markets.

Our AI components are currently in active production use across multiple clients. They are business-critical, and regularly updated as part of our core product suite.

Our use of AI in live trading decisions carries meaningful risk.

We use powerful, highly automated systems to help make pricing and trading decisions in the foreign exchange (FX) market—the largest and most liquid financial market in the world. This is powerful technology operating in a complex environment, and if something breaks, there are consequences.

Regional Competitors

Based on our experience, both in servicing our customers and attending trade shows and conferences, in Asia, several regional firms and fintech startups such as Flextrade, BidFX (SGX), and Edge Technology Group are emerging to meet the growing demand for specialized FX trading solutions. Flextrade, Edge, and Bidfx are some examples. These companies often offer services tailored to specific currency pairs and regional trading requirements.

These competitors may not have the broad service range of the global giants but can be formidable due to their specialized knowledge and focus on regulatory compliance in Asia’s unique financial environments.

This regional market is where Platinum currently positions itself in, and will continue to be Platinum’s primary focus in the near future. With its competitive strengths, Platinum believes that it competes favorably in this regional market, and is able bolster its credibility and demonstrate its understanding of local market requirements.

Niche Technology Providers

A range of technology-focused firms provide specialized services in AI analytics, liquidity aggregation, and low-latency execution that complement or compete with Platinum’s offerings.

Many of these technology providers specialize in individual components of the FX trading stack—such as pricing engines, risk management tools, or AI-based market sentiment analytics. Based on publicly available product descriptions and industry observations, these offerings are often modular in nature and designed to integrate into broader trading infrastructures.

By contrast, our platform offers an integrated solution that combines execution, analytics, and AI-enhanced decision support within a unified architecture. We believe this end-to-end approach enables clients to reduce system fragmentation and accelerate deployment timelines, particularly in complex or resource-constrained environments.

These firms may partner with or sell their technology to larger players, offering Platinum opportunities for collaboration or competitive threats if they can quickly scale or innovate in one of Platinum’s core areas.

Competitive Advantages

We believe the following competitive strengths have contributed, and will contribute, to our growth:

Pioneering AI-Driven Trading and Analytics Solutions

We leverage advanced AI technologies for foreign exchange (FX) trading and analytics. Our ability to integrate purpose-built AI models with sophisticated financial expertise allows us to offer a comprehensive suite of solutions. Our product suite includes real-time, cloud-based Electronic Communications Network (ECN) platforms, intelligent news analytics, and dynamic contextual pricing tools. Notably, we employ Natural Language Processing (NLP) to analyze market sentiment and Large Language Models (LLMs) to forecast market trends, providing our clients with timely and actionable insights. Our Convolutional Neural Network (CNN) models enhance prediction accuracy, enabling precise market forecasts. We believe our early adoption of AI-driven models, coupled with continuous innovation, positions us as a major player in FX trading and analytics.

Comprehensive and Dynamic Product Portfolio

Our extensive range of products caters to every aspect of the FX trading lifecycle. The Platinum Smart Trade suite offers essential tools such as pricing engines, auto-hedging mechanisms, and order management systems. These products streamline trading operations and optimize liquidity management for our clients. Additionally, our proprietary Customer Risk Behavior Assessment System and Potential Customer Targeting System provide critical risk insights and targeted client acquisition strategies. By addressing the needs of institutional clients, banks, and private trading firms, and a willingness to provide customized solutions where other competitors may not, we have established a holistic service ecosystem that promotes efficiency, transparency, and profitability for our partners. Most importantly, our products have received recognition from the banking industry as many of our customers are large banks which rely on our systems for their core workflow.

Alignment and Market Recognition

Platinum Singapore’s product strategy is aligned with Singapore’s broader financial innovation goals. This is evidenced by our receipt of a grant from MAS, which, to our knowledge, made us one of a limited number of fintech companies focused on institutional FX to receive such recognition. Furthermore, our market position is demonstrated by a client base that includes leading financial institutions in Asia.

Extensive Client and Partner Network

Platinum Singapore has cultivated a focused network of clients and partners, including banks, financial institutions, and FX trading firms. Our ECN provides a broad range of liquidity and relationship to a diverse range of liquidity providers, customization, and personalized service. We have forged long-term relationships with liquidity providers, brokers, and financial institutions worldwide. By facilitating seamless connections with these market participants, our platform ensures unparalleled access to liquidity and superior trade execution. Our diverse client base reflects the adaptability and scalability of our solutions, enabling us to serve global markets with precision and speed.

Our Growth Strategies

Strategic Acquisitions and Partnerships

We aim to strengthen our market position through strategic acquisitions and the formation of joint ventures with key partners in the financial technology sector. Our goal is to expand our value chain, diversify revenue streams, and enhance our operational capacity. To accelerate our growth and seek companies and partners whose expertise, products, and market presence complement our existing offerings. Candidates for acquisition or partnership will be evaluated based on product coverage to expand our offerings beyond the FX sector into commodities and derivatives, by leveraging our technology and reputation as a platform to grow together.

Expansion of Product Offerings and Services

We are committed to broadening our product portfolio to meet the evolving needs of our clients in the FX trading sector, and to expand beyond to other financial products such as commodities, derivatives, and fixed income. Our future product roadmap includes the development of next-generation AI-based predictive models, enhanced liquidity management systems, and expanded trade execution tools. We also plan to introduce advanced customer risk profiling and sentiment analysis features to provide greater insights for our clients. By continually expanding our product range, we aim to offer a more comprehensive suite of services that caters to banks, brokers, and institutional investors. This strategy will not only enable us to grow our market share but also diversify our revenue sources, allowing for greater stability and resilience in fluctuating market conditions.

Geographical Expansion and Market Penetration

We seek to extend our market reach into new regions and strengthen our foothold in existing markets. We plan to target key financial hubs such as London, New York, and Singapore, where demand for AI-driven FX trading solutions is on the rise. Entry into new markets will be supported by strategic partnerships with local financial institutions and trading firms. Our approach involves conducting detailed market entry feasibility studies, ensuring compliance with local regulatory requirements, and leveraging our existing technological infrastructure to create a seamless market entry experience. By replicating our successful business model from other regions, we aim to establish a global presence and capture growth opportunities in high-potential markets.

Investment in Advanced Technology and Platform Optimization

As we scale our business, continuous investment in technology will remain a key priority. We have achieved much in building out the infrastructure of our products in step with institutional leaders in the market, and now have a solid foundation to grow our enterprise platforms. We intend to invest in our cloud-based ECN platform to enhance system stability, security, and execution speed. Planned upgrades include the use of more advanced AI algorithms, machine learning enhancements, and real-time trade analytics. We will also focus on user experience by developing a more intuitive platform interface and providing users with easy access to critical market data. Our enhanced platform will facilitate smoother and faster transaction processing, support a higher volume of concurrent users, and ensure robust cybersecurity protocols. These technological investments will strengthen our competitive edge, support our market expansion efforts, and drive sustained business growth.

Our Businesses and Operations

Project and product-based business (One-off plus maintenance)

We operate a project and product-based business that focuses on the development and delivery of customized financial technology products and projects. This segment includes bespoke software development, system integration, and the creation of proprietary AI-driven financial tools. Our business model is structured around once-off development projects with ongoing maintenance and support services as required.

Traditional Offerings

Our project and product-based business provides clients with customized, end-to-end financial technology solutions. These offerings include order management systems (OMS), pricing engines, liquidity management tools, and other essential trading support infrastructure. By leveraging our experience in developing scalable, secure, and reliable financial technology products, we help our clients enhance their operational efficiency, streamline trading workflows, and improve overall system performance.

AI Solutions

In addition to traditional offerings, we deliver AI-driven financial solutions that address advanced business needs. These solutions often involve the development and deployment of predictive market analytics models, customer profiling systems, and AI-based risk assessment tools. By leveraging our expertise in machine learning, large language models (LLMs), and advanced algorithmic forecasting, we empower financial institutions to enhance market foresight, optimize decision-making, and gain deeper customer insights.

One of the key business goals of this segment is to build out infrastructure for financial markets. This infrastructure development supports the expansion of our internal technology stack and helps us enrich the broader financial market ecosystem. By doing so, we strengthen our product offerings and create synergies with our ECN business, driving growth and providing clients with comprehensive, end-to-end trading solutions.

Operational flow

Our project and product development process ensures a comprehensive, collaborative, and agile experience for our clients.

Pricing Policy

The pricing policy for our project and product-based business is designed to offer transparency, flexibility, and value for our clients. Key pricing elements include:

a) Project-based fees: Each project is priced according to its scope, complexity, and development timeline. A clear, itemized cost structure is provided at the proposal stage.

b) Customization fees: If clients require additional features, customizations, or changes beyond the initial project scope, these are billed separately as add-ons.

c) Maintenance and support fees: Ongoing maintenance, software updates, and technical support are offered through annual maintenance contracts (AMCs) or on a pay-as-you-go basis.

d) Milestone payments: Payments are linked to project milestones, ensuring that clients pay only after key deliverables have been met and approved.

Our Suppliers

We engage various service providers to provide services necessary for our business operations, such as software vendors, overseas external brokers, and internet service providers. Except as disclosed below, most of which are independent third parties. For our project and product-based businesses, our main suppliers are as follows:

Note:

* Shanghai Borui is a company controlled by the CEO of the Company. As a result, the transaction with Shanghai Borui is a related party transaction.

Material terms of the agreement with Shanghai Borui are summarized as follows:

For further risks relating to the supplier transaction, see “Risks Related to Our Business-We rely significantly on a key supplier that is controlled by our Chief Executive Officer, which exposes us to risks associated with related party transactions, potential conflicts of interest, and supplier concentration.” For more information about our policies and procedures of related person transactions, see “Related Party Transactions.”

Our Customers

Our customers are mainly financial institutions. All of our major customers are unaffiliated third parties. Our revenue is highly concentrated with a very small number of customers. During the years ended September 30, 2025, 2024 and 2023, respectively, we have certain customers that make up 10% or more of our revenue as follows:

* For customers with a percentage less than 10%, the revenue amount and respective percentage are not individually disclosed as they are considered immaterial.

We enter into service agreements with our customers tailored to their needs. The salient terms of our agreements with customers include scope and details of software and services to be provided, technical specifications, development timelines, extent of customizations, details of maintenance and support services, fees and payments terms.

Material terms of Platinum Singapore’s agreements with major customers are similar, and are summarized as follows:

Marketing

We obtain our service engagements with our customers mainly by way of referral and customary communications. We actively develop and maintain relationships with traders as key advocates to drive word-of-mouth marketing. We believe that traders who use and trust our tools would share their positive experiences with peers in the institutional FX market, spreading our reputation in the market. By fostering strong relationships with key traders and analysts, we capitalize on the interconnected nature of the trading community to expand its reach and attract new financial institutions. In the fiscal year ended September 30, 2025, we also initiated significant direct marketing efforts, incurring $746,667 in selling and marketing expenses, a new category of expense for our company.

Privacy Protection

In our daily operations, we mainly obtain basic business profile of our financial institution customers and non-sensitive personal data such as names and contact information of their representatives. Nevertheless, some of such data is also under the protection of the applicable data privacy laws, and therefore we have set up internal control procedures to protect personal data which include (i) requiring our employees not to retain or disclose any confidential information about business activities and other sensitive confidential data of our customers and us to any third party; and (ii) obtaining consents from our customers before collecting, using, or disclosing their personal information.

Governmental/Regulatory Approval and Compliance

The Company operates mainly as an information technology (IT) service and software provider, focusing on the development and delivery of enterprise-grade software platforms, including FX trading systems and financial analytics tools, to institutional clients. Our ECN business comprises a spot FX trading platform that does not handle transaction monies, and our spot FX trading platform involves neither spot foreign exchange for the purposes of leveraged foreign exchange trading nor spot foreign exchange contracts that are traded on a margin basis.

In addition, Platinum Singapore does not engage in activities such as financial advisory, credit rating, fund management, real estate investment trust management, dealing in capital markets products, providing financing for the acquisition or subscription of capital markets products, custodial services for securities, acquiring, disposing of, subscribing for, or underwriting capital markets products on behalf of any person, or inducing any person to do so, or any other activity that would require a license or regulatory approval under applicable laws.

Accordingly, our existing scope of business does not require any licenses or permits in Singapore. However, we may be required to obtain and maintain other approvals, licenses, permits and filings if the scope of our business changes. Any changes in laws or regulations governing the industries in which we operate in Singapore may adversely affect our business operations and financial condition.

Intellectual Property

As of the date of this annual report, we do not own any patents, copyrights, or trademarks. We own and maintain the registered domain www.platinumanalytics.net through Platinum Singapore. As of the date of this annual report, we have not been subjected to any material dispute or claim for infringement upon third parties’ trademarks, licenses and other intellectual property rights in Singapore.

Insurance

Our insurance coverage is limited and mainly includes worker’s injury insurance and employees’ health insurance. We do not maintain business liability or business disruption insurance. We believe that our insurance coverage is in line with our industry norm. We review our insurance policies from time to time for adequacy in the breadth of coverage.

Regulations

The business operations of our Singapore operating subsidiary are subject to the laws and regulations which are of general application in Singapore. The laws and regulations set out below are not exhaustive and are only intended to provide some general information to the investors and are neither designed nor intended to be a substitute for professional advice. Prospective investors should consult their own advisers regarding the implications of such laws and regulations.

Regulations related to FX Trading

Securities and Futures Act 2001

The FX trading industry in Singapore is subject to extensive regulation. As a matter of public policy, regulatory bodies in Singapore are charged with safeguarding the integrity of the financial markets and with protecting the interests of investors participating in those markets. Due to the nature of our services and the markets we serve, these regulatory bodies can impact our businesses.

In Singapore, certain aspects of FX trading are regulated activities under the Securities and Futures Act 2001, and financial institutions conducting such activities in Singapore will need to apply for an applicable license. However, our Company operates mainly as an IT service provider, and our ECN business comprises a spot FX trading platform that does not handle transaction monies, and our spot FX trading platform involves neither spot foreign exchange for the purposes of leveraged foreign exchange trading nor spot foreign exchange contracts that are traded on a margin basis. Accordingly, our existing scope of business does not require such a license in Singapore.

As our technologies are provided in a manner to assist our clients in complying with the laws and regulations applicable to FX trading and analytics to which they are subject, the services we provide may be required to be changed in response to any changes or revisions in applicable laws and regulations. Accordingly, we monitor the rulemaking activity by the MAS and other regulatory bodies that may impact our services, and, if new laws or regulations are adopted or changes are made to existing laws or regulations applicable to our services, we expect to adapt our business practices and service offerings to continue to assist our clients in fulfilling their obligations under new or modified requirements.

Regulations related to employment and labor protection

Employment Act 1968 of Singapore (the “Employment Act”)

The rights of all employees employed under a contract of service with our subsidiaries are governed under the Employment Act. The Employment Act generally extends to all employees regardless of their designation, salary level or type of work performed, with the exception of certain groups of employees (i.e., seafarers, domestic workers and public workers). It provides employees falling within its ambit certain protections such as minimum notice periods, restrictions in relation to the deductions from wages, minimum days of annual and sick leave, maternity/paternity leave and paid childcare leave. The Employment Act also applies to employees who are foreigners so long as they fall within the definition of “employee” under the Employment Act.

As at the date of this annual report, all of the 6 employees of our Company’s Singapore operating subsidiary, Platinum Singapore, are covered under the Employment Act and granted the aforementioned rights.

Central Provident Fund Act 1953 of Singapore (the “CPF Act”)

The Central Provident Fund (“CPF”) is a social security savings scheme funded by contributions from employers and employees formed pursuant to the CPF Act. It enables working Singapore citizens and permanent residents to set aside funds for retirement. It also addresses healthcare, home ownership, family protection and asset enhancement. Under the CPF Act, both employers and employees make monthly CPF contributions on the amount of wages at the rates set out in the CPF Act. CPF contributions are due at the end of the month and an employer has a grace period of 14 days to pay it. The employer must pay both the employer’s and employee’s share of the monthly CPF contribution. However, the employer can recover the employee’s share by deducting it from their wage when the contributions are paid for that month.

The CPF Act provides that in general if any person convicted of an offence under the CPF Act for which no penalty is provided shall be liable on conviction to pay a fine not exceeding S$5,000 or to imprisonment for a term not exceeding six (6) months or both, and if that person is a repeat offender for the same offence, to a fine not exceeding S$10,000 or to imprisonment for a term not exceeding 12 months or both.

Employment of Foreign Manpower Act 1990 of Singapore (the “EFMA”)

The employment of foreign workers in Singapore is governed by the EFMA and regulated by the Ministry of Manpower. In Singapore, under Section 5(1) of the EFMA, no person shall employ a foreign worker unless he has obtained in respect of the foreign worker a valid work pass. The foreign worker has to be employed and carry out duties in respect of his or her work pass. There are various employment passes available for foreign workers depending on whether the prevailing qualifying salary and other criteria are met. The number of pass holders a company can hire may also be limited by a quota (or dependency ratio ceiling) and subject to sector-specific limitations, including conditions for source countries or regions, age when applying and maximum period of employment. The employment of foreign workers is also subject to the payment of levies. Companies which hire close to the maximum quota are required to pay higher levies.

Any person who fails to comply with or contravenes Section 5(1) of the EFMA shall be guilty of an offence and shall:

Laws relating to Workplace Safety

Workplace Safety and Health Act 2006 of Singapore (the “WSHA”)

The WSHA provides that every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of (a) his employees at work and (b) persons (not being his employees) who may be affected by any undertaking carried on by him in the workplace. These measures include, but are not limited to: (i) providing and maintaining for employees a work environment which is safe, without risk to health, and adequate as regards to facilities and arrangements for their welfare at work; (ii) ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used by the employees; (iii) ensuring that employees are not exposed to hazards arising out of the arrangement, disposal, manipulation, organization, processing, storage, transport, working or use of things in their workplace or near their workplace and under the control of the employer; (iv) developing and implementing procedures for dealing with emergencies that may arise while those employees are at work; and (v) ensuring that employees at work have adequate instruction, information, training and supervision as is necessary for them to perform their work.

Any person guilty of an offence under the WSHA (but not including the relevant regulations) for which no penalty is expressly provided by the WSHA shall be liable on conviction:

(a) in the case of a natural person, to a fine not exceeding S$200,000 or to imprisonment for a term not exceeding two (2) years or to both; and

(b) in the case of a body corporate, to a fine not exceeding S$500,000, and, if the contravention in respect of which he was so convicted continues after the conviction, he shall (subject to Section 52 of the WSHA) be guilty of a further offence and shall be liable to a fine:

(i) in the case of a natural person, not exceeding S$2,000 for every day or part thereof during which the offence continues after conviction; or

(ii) in the case of a body corporate, not exceeding S$5,000 for every day or part thereof during which the offence continues after conviction.

Under the WSHA, the Commissioner for Workplace Safety and Health may serve a remedial or a stop-work order in respect of a workplace, for contravention or omission of any WSHA-specified condition.

As an employer in Singapore, our Singapore operating subsidiary, Platinum Singapore, is required to adhere to the WSHA and adopt these measures to ensure the safety and health of its employees and persons (not being employees of Platinum Singapore) who may be affected by any undertaking carried on by him in our Group’s office premises in Singapore.

As at the date of this annual report, our Group have not been served any orders by the Commissioner of Workplace Safety and Health in Singapore.

Workplace Safety and Health (Incident Reporting) Regulations (the “WSHIR”)

Under Regulation 4 of the WSHIR, where any accident at a workplace occurs which leads to the death of any employee, the employer shall, as soon as is reasonably practicable but no later than 10 days after the accident, submit a report to the Commissioner for Workplace Safety and Health.

Under Regulation 6 of the WSHIR, where an employee meets with an accident at a workplace on or after September 1, 2020, and the employee is certified by a registered medical practitioner or registered dentist to be unfit for work, or to require hospitalization or to be placed on light duties, on account of the accident, the employer shall submit a report to the Commissioner for Workplace Safety and Health of the accident within 10 days after the date the employer first has notice of the accident.

As an employer in Singapore, our Singapore operating subsidiary, Platinum Singapore, is required to adhere to the WSHIR reporting requirements in the situation where any accident occurs at our Group’s office premises or workplace which results in the injury or death of any employee.

As at the date of this annual report, our Group have not had any workplace accidents which would require it to adhere to the WSHIR reporting requirements.

Work Injury Compensation Act 2019 of Singapore (the “WICA”)

The WICA provides that if any employment personal injury by accident arises out of and in the course of the employment is caused to an employee, the employer shall be liable to pay compensation in accordance with the provisions of WICA. The amount of compensation under the WICA in respect of any personal injury of an employee caused by accident arising out of and in the course of his employment shall be computed in accordance with a fixed formula as set out in the Fifth Schedule of the WICA, subject to a maximum and minimum limit.

Pursuant to Section 24(1) of WICA read with Regulation 3 and the Second Schedule of the Work Injury Compensation (Insurance) Regulations 2020, employers are required to maintain work injury compensation insurance for all employees doing manual work regardless of salary level and non-manual employees whose salary within the meaning of the Employment Act received from the employer does not exceed S$2,600 a month. Any employer who fails to insure himself in accordance with WICA shall be guilty of an offence and shall be liable to, on conviction, a fine not exceeding S$10,000 or to imprisonment for a term not exceeding 12 months or to both.

As at the date of this annual report, our Group has compiled with the requirements under the WICA (where applicable) and during the past three (3) years, none of our employees has experienced a workplace injury that is subject to WICA jurisdiction.

Laws relating to Personal Data Protection

Personal Data Protection Act 2012 of Singapore (the “PDPA”)

The PDPA governs the collection, use and disclosure of the personal data of individuals (being data, whether true or not, about an individual, who can be identified from that data or other accessible information), and is administered and enforced by the regulator, the Personal Data Protection Commission (“PDPC”). The PDPA sets out data protection obligations which all organizations are required to comply with in undertaking activities relating to the collection, use or disclosure of personal data and to provide individuals with the right to access and correct their own personal data.

Organizations have mandatory obligations to assess data breaches they suffer, and to notify the PDPC and where applicable, the relevant individuals where the data breach is (or is likely to be) of a significant scale or resulting in (or is likely to result in) significant harm to individuals. Other obligations include accountability, protection, retention, and requirements around the overseas transfers of personal data.

Organizations are required to, among other things, (i) obtain consent from individuals and inform them of the applicable purposes before collecting, using or disclosing their personal data; and (ii) put in place reasonable measures to (a) protect the personal data in their possession or control from unauthorized access, loss or damage and (b) prevent the loss of any storage medium or device on which personal data is stored. In the event of a data breach involving any personal data in an organization’s possession or control, the PDPA requires the organization to reasonably and expeditiously assess whether the data breach is notifiable and notify the PDPC and, unless exceptions apply, the affected individuals of the data breach, if the data breach is assessed to be one that (a) is likely to result in significant harm or impact to the individuals to whom the information relates, or (b) is, or is likely to be, of a significant scale.

In addition, the PDPA also established a Do-Not-Call Registry (“DNC Registry”) which allows individuals to register their Singapore telephone numbers in any of the three Do-Not-Call Registers (“DNC Register”) to opt out of receiving specified messages via voice call, specified text messages and specified fax messages. Under the PDPA, before an organization sends a specified message to a Singapore telephone number, it must check with the DNC Registry to confirm that the number is not listed on the DNC Register, unless the personal has obtained clear and unambiguous consent in evidential form from the user or subscriber of the number.

Non-compliance with the PDPA may attract financial penalties or even criminal liability. The PDPC has broad powers to give any such directions as it thinks fit to ensure compliance, which include requiring an organization to pay a financial penalty. In this connection: (i) in the case of contravention of the parts of the PDPA which sets out the obligations of organizations relating to data protection (including the obligation to protect and care for personal data, and to conduct assessments of data breaches), the maximum financial penalty that may be imposed: (a) on an organization whose annual turnover in Singapore exceeds S$10 million is 10% of the organization’s annual turnover in Singapore, if the contravention occurs on or after October 1, 2022; and (b) in any other case is S$1 million; and (ii) in the case of contravention of the DNC requirements, the financial penalty that may be imposed is S$1 million, or may be up to 5% of the organization’s annual local turnover for more egregious cases.

In the course of operating its business, our Company’s Singapore operating subsidiary, Platinum Singapore, collects and uses personal data provided by customers and their representatives. Platinum Singapore has appointed a Data Protection Officer with an appropriate level of knowledge and specific responsibilities to ensure data protection within the Group, and has adopted a privacy policy that sets out various processes to safeguard the personal data collected from its customers, which include providing data protection training to all employees of Platinum Singapore.

As at the date of this annual report, our Group believes that it is in compliance with all PDPA requirements.

Laws relating to Taxation

Goods and Services Tax Act 1993 of Singapore (the “GST Act”)

Goods and Services Tax (“GST”) is a broad-based consumption tax levied pursuant to the GST Act on the import of goods, as well as nearly all supplies of goods and services in Singapore. It is an indirect tax expressed as a percentage applied to the selling price of goods and services provided by GST registered entities in Singapore. The prevailing rate of GST is 9%. As GST is charged to the end consumer, the GST-registered entity does not generally incur any costs in relation to GST and merely collects taxes on behalf of the local tax authority.

A company is required to register for GST when the turnover of its business is more than S$1 million at the end of the calendar year, or is expected to exceed S$1 million in the next 12 months. If a company fails to make a correct return by omitting or understating any output tax or any other tax for which it is accountable, it will be guilty of an offence and on conviction be required to pay a penalty equal to double the amount of tax which has been undercharged. Failure to make returns within the prescribed period under the GST Act will also expose a company to a penalty equal to 5% of the amount of tax payable, if the amount of tax outstanding is not paid within 60 days after the imposition of the 5% penalty, an additional penalty of 2% of the tax outstanding is payable for each completed month that the tax remains unpaid commencing from the date on which the tax became payable, but the total additional penalty must not exceed 50% of the amount of tax outstanding.

GST exemptions apply to the provision of most financial services, the sale and lease of residential properties, and the importation and local supply of investment precious metals. Goods that are exported and international services are zero-rated.

Income Tax Act 1947 of Singapore (the “ITA”)

The corporate income tax (“CIT”) rate in Singapore is currently 17% of its chargeable income and applies to both local and foreign companies. In addition, 75% of up to the first S$10,000, and 50% of up to the next S$190,000, of a company’s chargeable income otherwise subject to normal taxation is exempt from corporate tax. The remaining chargeable income (after the tax exemption) will be fully taxable at the prevailing CIT. The Singapore Government announced in the Singapore Budget 2024 that in order to help companies manage rising costs, a CIT rebate (the “CIT Rebate”) of 50% of the corporate tax payable will be granted to all taxpaying companies, whether tax resident or not, for the year of assessment 2024. Additionally, companies that have employed at least one local employee in 2023 will receive S$2,000 in cash payout (the “CIT Rebate Cash Grant”). The maximum total benefits of CIT Rebate and CIT Rebate Cash Grant that a company may receive is S$40,000.

Payment of corporate tax must be made within one (1) month from the date of notice after which a 5% penalty can be imposed on the unpaid tax amount. If the amount of tax outstanding is not paid within 60 days of the imposition of the 5% penalty, an additional penalty of 1% of the tax outstanding shall be payable for each completed month that the tax remains unpaid, but the total additional penalty shall not exceed 12% of the amount of tax outstanding.

Laws relating to Dividend Distributions

Companies Act 1967 of Singapore (the “Singapore Companies Act”)

The Singapore Companies Act governs the distribution of dividends in Singapore. Under the Singapore Companies Act, a Singapore company is only allowed to pay dividends out of profits. The Singapore Companies Act also prohibits dividends from being paid out of profits applied towards the purchase of the company’s own shares or gains derived by the company from the disposal of treasury shares. Distribution of dividends must also be done in accordance with the company’s constitution and the generally acceptable accounting principles in Singapore.

Laws relating to Anti-Money Laundering and Prevention of Terrorism Financing

Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore (the “CDSA”)

The primary anti-money laundering legislation in Singapore is the CDSA, which provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, transfer or retention of such benefits. The CDSA permits the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes.

Terrorism (Suppression of Financing) Act 2002 of Singapore (the “TSOFA”)

The TSOFA is the primary legislation for the combating of terrorism financing. The TSOFA criminalizes terrorism financing and prohibits any person in Singapore from dealing with or providing services to a terrorist entity, including those designated pursuant to the TSOFA. It was enacted to give effect to the International Convention for the Suppression of the Financing of Terrorism.

Besides criminalizing the laundering of proceeds derived from drug dealing and other serious crimes and terrorism financing, the CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office, Singapore’s Financial Intelligence Unit within the Criminal Affairs Division of the Singapore Police Force. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability.

In addition, the TSOFA has extraterritorial reach, and any person outside Singapore who commits an act or omission that would constitute an offense under the TSOFA if committed in Singapore may be proceeded against, charged, tried and punished accordingly in Singapore.

As at the date of this annual report, our Company’s Singapore incorporated subsidiary believes that it is in compliance with the provisions of the CDSA and the TSOFA.

Laws relating to Foreign Investment and Exchange Control

Singapore does not have an umbrella regime for regulating foreign investment. Instead, foreign investment is regulated (if at all) by sector. Singapore imposes no significant restrictions on the repatriation of earnings and capital, or on remittances, foreign exchange transactions and capital movements.

Laws relating to Intellectual Property

The Intellectual Property Office of Singapore administers the intellectual property legislative framework in Singapore, which includes copyrights, trademarks and patents. Singapore is a member of the main international conventions regulating intellectual property matters, and the World Trade Organization’s Agreement on Trade Related Aspects of Intellectual Property Rights.

C. Our Structure 

The following chart summarizes our corporate legal structure and identifies our subsidiaries as of the date of this annual report.

D. Property, plants and equipment

Our principal executive office is located at 60 Anson Road, 17-01, Mapletree, Singapore 079914. The current monthly fee is S$4,833 (approximately US$3,674) and the current term of our license will expire on March 31, 2026.

We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations of the Company in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors detailed in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

Overview

We are a holding company that was incorporated on October 6, 2016 under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct substantially most of our operations through our subsidiary in Singapore.

We are a provider of software development or software related services to financial institutes. Most of our customers are located in Singapore or Taiwan. We currently generate revenues from software development service to customers, which represent approximately 89.3%, 95.9% and 99.9% of our total revenue for the years ended September 30, 2025, 2024 and 2023, respectively. We also generate revenue from software maintenance services or other software related services, which represent approximately 10.7%, 4.1% and 0.1% of our total revenue for the years ended September 30, 2025, 2024 and 2023, respectively. For the fiscal years ended September 30, 2025, 2024 and 2023, our total revenues were approximately $1.7 million, $2.2 million and $0.6 million, respectively.

A. Operating results

Key Factors that Affect Operating Results

We currently derive a majority of revenues from our software development services. We intend to continually enhance our services and cross-sell new services to our existing customers and acquire new customers by increasing our market penetration with a deeper market coverage and a broader geographical reach. Our ability to maintain and expand our customer base with our software development services significantly affects our operating results.

We intend to expand the scope of our service portfolio to service existing customers and acquire new customers by continuous investment in sales marketing activities as well as sustained commitment to research and development (“R&D”) to develop and promote its Electronic Communication Network (“ECN”) service, our new software as a service (“SaaS”) service to customers. Our ability to drive increased customer adoption and usage of our services affects our operating results. Our R&D spending could vary depending on the availability of our R&D human capital, outsourced third parties, the priority setting and the timeframes required for the R&D projects. Our ability to attract, train and retain a cost-effective pool of qualified R&D professionals, including our ability to leverage and expand our proprietary database of qualified R&D professionals and their job satisfaction, affects our financial performance.

Results of Operations

For the years ended September 30, 2025 and 2024

The following table summarizes the results of our operations for the years ended September 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Revenues

We derive revenues from two sources: (1) revenue from software development services, and (2) revenue from maintenance and other similar services.

The Company is focusing on developing tailor-made software as required by customers and providing maintenance or other related services to customers. For the year ended September 30, 2025, our total revenue was approximately $1.7 million as compared to approximately $2.2 million for the year ended September 30, 2024. The Company’s total revenue decreased by approximately $0.5 million, or 24.3%. The overall decrease in total revenue was attributable to approximately $0.6 million decrease in revenue from software development services, primarily driven by the completion of a major software development project for Fubon Bank for the year ended September 30, 2024. While we continued to serve this customer, current year revenue was derived exclusively from ongoing maintenance, which carries a lower contract consideration than the development project.

Revenue from software development services

The Company’s software development service contracts are primarily on a fixed-price basis, which require the Company to perform services including designing the software as agreed upon, delivering programming source code and other documents to customer. Revenue from software development service is recognized at a point of time by customer acceptance.

For the year ended September 30, 2025, our software development service revenue was approximately $1.5 million as compared to approximately $2.1 million for the year ended September 30, 2024, which represents an decrease of approximately $0.6 million or 29.5%. The decrease in software development service revenue was mainly due to the reason that the Company completed less projects in fiscal year ended September 30, 2025 as compared to September 30, 2024.

Revenue from maintenance and other similar services

Revenue from maintenance service and other similar services is comprised of software maintenance fees and other software related services. For maintenance and software-related services, the Company’s performance obligations are satisfied over time because the customer simultaneously receives and consumes the benefits of our services as they are performed. Revenue is recognized ratably on a straight-line basis over the term of the respective service contracts.

Revenue from our maintenance and other similar services increased by approximately $0.1 million, from $0.1 million for the year ended September 30, 2024 to approximately $0.2 million for the year ended September 30, 2025. The increase was primarily attributable to the full-period impact of a $0.2 million maintenance contract executed in June 2024. Revenue recognized in fiscal 2025 reflects a greater portion of the service term compared to the short-period contribution in fiscal 2024 following the contract’s inception.

Cost of Revenues

Our cost of revenues mainly consists of compensation benefit expenses for our professionals, and outsourcing professional costs directly related to the software projects. For the year ended September 30, 2025, our total cost was approximately $0.6 million as compared to approximately $0.7 million for the year ended September 30, 2024. The Company’s total cost decreased by approximately 16.7%.

Our cost of software development services was approximately $0.5 million for the year ended September 30, 2025, representing an decrease of approximately $0.2 million or 24.1%, from approximately $0.7 million for the year ended September 30, 2024 The decrease in cost of revenue for software development services was generally in line with the decline in corresponding revenue, primarily driven by a contraction in active service engagements during fiscal 2025 relative to the prior year.

Our cost of maintenance and other similar services was approximately $78 thousand for the year ended September 30, 2025, representing an increase of approximately $45 thousand or 137.0%, from approximately $33 thousand for the year ended September 30, 2024. The increase in cost of maintenance and other similar services was generally in line with the increase in revenue from maintenance and other similar services, largely attributable to the extended duration of service delivery under a $0.2 million contract initiated in late fiscal 2024. Consequently, fiscal 2025 recognized a full twelve months of associated direct costs, whereas the prior year only reflected costs for the initial partial period.

Gross profit

Our gross profit decreased by approximately $0.4 million or 28.0% from approximately $1.5 million for the year ended September 30, 2024 to approximately $1.1 million for the year ended September 30, 2025. Gross margin as a percent of overall revenue for the years ended September 30, 2025 and 2024 was approximately 64.5% and 67.8%, respectively. The decrease in gross profit and the decline in gross margin were primarily driven by the disproportionate reduction in revenue relative to our cost of revenues. While project volume contracted, essential staffing and outsourcing commitments remained relatively stable, thereby exerting downward pressure on our overall gross margin.

Gross profit for software development services decreased by approximately $0.5 million or 32.1% from approximately $1.4 million for the year ended September 30, 2024 to approximately $1.0 million for the year ended September 30, 2025. Gross profit margin remains stable for the years ended September 30, 2025 and 2024, at approximately 65.5% and 68.0%, respectively. The decrease in gross profit margin was primarily attributable to a decline in revenue that exceeded the corresponding reductions in our cost of revenues. Despite a contraction in service volume, essential staffing and outsourcing commitments did not decrease proportionately, which exerted downward pressure on gross margin for software development services.

Gross profit for maintenance and other similar services increased by approximately $43 thousand from approximately $58 thousand for the year ended September 30, 2024 to approximately $0.1 million for the year ended September 30, 2025. The increase in gross profit from maintenance services was primarily due to the full-period impact of a contract started from June 2024. The slight decrease in gross profit margin was mainly due to the increased third-party hosting and service fees attributable to the maintenance and other similar services revenue.

Operating Expenses

Our operating expenses consist of selling and marketing expenses, general and administrative (“G&A”) expenses and research and development (“R&D”) expenses. Operating expenses increased by approximately $2.3 million, or 313.6%, from approximately $0.7 million for the year ended September 30, 2024 to approximately $3.0 million for the year ended September 30, 2025. The increase in our operating expenses was primarily due to strategic post-Initial Public Offering (“IPO”) expansion, including increased expenditures for strategic marketing and branding activities of $0.7 million in selling and marketing expenses and IPO-related expenses of $1.4 million in G&A expenses.

Selling and marketing expenses primarily consisted of marketing expenses and business development and marketing advisory fees. Selling and marketing expenses increased by $0.7 million, primarily due to post- IPO expansion of its marketing and sales team. This growth was driven by increased professional fees for: (i) PR and brand communication; (ii) marketing and development support for the SmartMark platform; (iii) investor relations and capital market advisory; and (iv) strategic business development and market research for M&A and regional expansion.

General and administrative expenses primarily consisted of advisory fees, salary and compensation expenses relating to our accounting, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses increased by 248.7% from $0.6 million for the fiscal year ended September 30, 2024, to $2.1 million for the fiscal year ended September 30, 2025. The increase was primarily due to IPO-related expenses of $1.4 million during the year.

R&D expenses primarily consisted of compensation and benefit expenses relating to our R&D personnel, outsourcing manpower services relating to our R&D activities and contracted third-party development services. R&D expenses increased by approximately $40 thousand or 31.5% from approximately $0.1 million for the year ended September 30, 2024 to approximately $0.2 million for the year ended September 30, 2025. The increase was primarily due to the gradual expansion of our technical support and development capabilities to align with our evolving operational requirements.

Other Income (Expense)

Other income (expense) primarily consists of foreign currency exchange loss and other income (expense), net. Our net other loss amounted to $0.1 million for the year ended September 30, 2025, decreased by $0.1 million from net income of $2 thousand for the year ended September 30, 2024. The increase in foreign currency exchange loss of $47 thousand was primarily due to the deconsolidation of certain subsidiaries in January 2025. Exchange losses arising from the revaluation of USD-denominated intercompany payables were crystallized upon disposal; consequently, the subsequent weakening of the U.S. dollar in the latter half of the year did not offset or reverse the previously recognized losses. The increase of other income (expense) was mainly due to a loss on disposal of subsidiaries of $58 thousand during the year ended September 30, 2025.

Income tax expense

Income tax expense (benefit) was $nil for the both years ended September 30, 2025 and 2024. Although one of our subsidiaries was profitable and its taxable income was fully offset by prior year losses, our other subsidiaries incurred net losses during the two fiscal years, therefore, no income tax was considered.

Net Income

As a result of the foregoing, our net income swung to a net loss of approximately $2.0 million for the year ended September 30, 2025, compared to a net income of $0.8 million for the year ended September 30, 2024, representing a total decrease of approximately $2.8 million. The decrease of net income is attributed to approximately $0.4 million decrease in gross profit and $2.3 million increase in operating expenses.

Other comprehensive loss

Foreign currency translation amounted to net loss of $87,680 and $33,669 for the years ended September 30, 2025 and 2024, respectively. The balance sheet amounts with the exception of equity as of September 30, 2025 were translated at SGD1.2903 to USD1.00 as compared to SGD1.2831 to USD1.00 as of September 30, 2024. Except for the accumulated deficits and accumulated comprehensive loss, the equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the years ended September 30, 2025 and 2024 were SGD1.3156 to USD1.00 or RMB7.1896 to USD1.00 and SGD1.3406 to USD1.00 or RMB7.2043 to USD1.00, respectively. The change in the value of the SGD relative to the U.S. dollar may affect our financial results reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operation.

Major customers and suppliers

Major customers that make up 10% or more of revenue are as below:

Note:

* Represented the percentage less than 10%.

Material terms of Platinum Singapore’s agreements with major customers are similar, and are summarized as follows:

Major suppliers that make up 10% or more of purchase are as below:

Material terms of the agreement with Shanghai Borui are summarized as follows:

For the years ended September 30, 2024 and 2023

The following table summarizes the results of our operations for the years ended September 30, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Revenues

We derive revenues from two sources: (1) revenue from software development services, and (2) revenue from maintenance and other similar services.

The Company is focusing on developing tailor-made software as required by customers and providing maintenance or other related services to customers. For the year ended September 30, 2024, our total revenue was approximately $2.2 million as compared to approximately $0.6 million for the year ended September 30, 2023. The Company’s total revenue increased by approximately $1.6 million, or 280.2%. The overall increase in total revenue was attributable to approximately $1.5 million increase in revenue from software development services.

Revenue from software development services

The Company’s software development service contracts are primarily on a fixed-price basis, which require the Company to perform services including designing the software as agreed upon, delivering programming source code and other documents to customer. Revenue from software development service is recognized at a point of time by customer acceptance.

For the year ended September 30, 2024, our software development service revenue was approximately $2.1 million as compared to approximately $0.6 million for the year ended September 30, 2023, which represents an increase of approximately $1.5 million or 264.9%. The increase in software development service revenue was mainly due to the reason that the Company completed more projects in fiscal year ended September 30, 2024 as compared to September 30, 2023. The Company’s software development capability was well-recognized by customers when the first one or two pieces of software were accepted by customers in fiscal year 2023, which resulted in receiving more orders from customers in fiscal year 2023 and 2024 while completed in fiscal year 2024.

Revenue from maintenance and other similar services

Revenue from maintenance service and other similar services is comprised of software maintenance fees and other software related services. The maintenance services contracts typically include a single performance obligation. When the Company provides the maintenance service, the customer received the benefit simultaneously. As a result, the revenue should be recognized over the time when the Company provides the service to the customer. As the total price is fixed and the service is considered evenly distributed during the period, the revenue can be amortized on a straight line basis over the contract service period.

Revenue from our maintenance and other similar services increased by approximately $0.1 million, from almost zero for the year ended September 30, 2023 to approximately $0.1 million for the year ended September 30, 2024. The increase in revenue from maintenance and other similar services was mainly due to the fact that the Company obtained a maintenance contract with total amount of US$0.2 million and provided the services lasting for 12 months started from June 2024.

Cost of Revenues

Our cost of revenues mainly consists of compensation benefit expenses for our professionals, and outsourcing professional costs directly related to the software projects. For the year ended September 30, 2024, our total cost was approximately $0.7 million as compared to approximately $0.3 million for the year ended September 30, 2023. The Company’s total cost increased by approximately $0.4 million, or 134.8%. The overall increase in total cost of revenues was primarily attributable to approximately $0.4 million increase in cost of providing software development services.

Our cost of software development services was approximately $0.7 million for the year ended September 30, 2024, representing an increase of approximately $0.4 million or 123.9%, from approximately $0.3 million for the year ended September 30, 2023. The increase in cost of software development service was mainly attributable to increased revenue from software development services recognized in fiscal year ended September 30, 2024 as compared to that in fiscal year ended September 30, 2023.

Our cost of maintenance and other similar services was approximately $0.03 million for the year ended September 30, 2024, representing an increase of approximately $0.03 million, from $nil for the year ended September 30, 2023. The increase in cost of maintenance and other similar services was mainly attributable to increased revenue from maintenance and other similar services recognized in fiscal year ended September 30, 2024 as compared to that in fiscal year ended September 30, 2023.

Gross profit

Our gross profit increased by approximately $1.2 million or 438.8% from approximately $0.3 million for the year ended September 30, 2023 to approximately $1.5 million for the year ended September 30, 2024. Gross margin as a percent of overall revenue for the years ended September 30, 2024 and 2023 was approximately 67.8% and 47.8%, respectively.

Gross profit for software development services increased by approximately $1.2 million or 418.7% from approximately $0.3 million for the year ended September 30, 2023 to approximately $1.4 million for the year ended September 30, 2024. Gross profit margin for the years ended September 30, 2024 and 2023 was approximately 68.0% and 47.8%, respectively. The increase in gross profit margin was due to the reasons that (i) after more software developed for the similar industry, certain module or idea can be duplicated in new projects which completed in fiscal year 2024, which resulting a less developing costs; (ii) we laid-off certain idle or low-efficient developing staffs in fiscal year 2023 to improve our unit cost per output, which resulted in a lower cost in fiscal year 2024 as compared to fiscal year 2023.

Gross profit for maintenance and other similar services increased by approximately $0.05 million from approximately $nil for the year ended September 30, 2023 to approximately $0.05 million for the year ended September 30, 2024.

Operating Expenses

Our operating expenses consist of general and administrative expenses and research and development (“R&D”) expenses. Operating expenses decreased by approximately $0.8 million, or 51.8%, from approximately $1.5 million for the year ended September 30, 2023 to approximately $0.7 million for the year ended September 30, 2024. The decrease in our operating expenses was primarily due to approximately $0.8 million decrease in R&D expenses.

General and administrative expenses primarily consisted of salary and compensation expenses relating to our sales, accounting, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses slightly increased by 3.5% from $0.58 million for the fiscal year ended September 30, 2023, to $0.60 million for the fiscal year ended September 30, 2024.

R&D expenses primarily consisted of compensation and benefit expenses relating to our R&D personnel as well as outsourcing costs relating to our R&D activities. R&D expenses decreased by approximately $0.8 million or 86.3% from approximately $0.9 million for the year ended September 30, 2023 to approximately $0.1 million for the year ended September 30, 2024. As our ECN project became more mature in fiscal year ended September 30, 2024, we incurred less R&D work in the ECN project.

Other Income (Expense)

Other income (expense) primarily consists of foreign currency exchange loss and other income (expense), net. Our net other income amounted to $2,430 for the year ended September 30, 2024, increased by $12,873 from net loss of $10,443 for the year ended September 30, 2023. The increase of net other income of $12,873 represents a decrease of foreign currency exchange loss of $3,741 and an increase of other income of $9,132. The decrease of foreign currency exchange loss was due to less US$ receivables recorded during the year ended September 30, 2024 in Platinum Singapore, while US dollars against Singapore dollars depreciated during the two fiscal years. The increase of other income (expense) was mainly due to a loss on disposal of property and equipment of $7,135 during the year ended September 30, 2023.

Income tax expense

Income tax expense (benefit) was $nil for the both years ended September 30, 2024 and 2023. As all operating entities were suffered accumulated loss, no income tax were considered during the two fiscal years.

Net Income

As a result of the foregoing, our net income increased by approximately $2.0 million, or 162.9%, from approximately $1.2 million net loss for the year ended September 30, 2023 to approximately $0.8 million net income for the year ended September 30, 2024. The increase of net income is attributed to approximately $1.2 million increase in gross profit and $0.8 million decrease in operating expenses.

Other comprehensive loss

Foreign currency translation adjustments amounted to $33,669 and $47,455 for the years ended September 30, 2024 and 2023, respectively. The balance sheet amounts with the exception of equity as of September 30, 2024 were translated at SGD1.2831 to USD1.00 or RMB7.0176 to USD1.00 as compared to SGD1.3656 to USD1.00 or RMB7.2960 to USD1.00 as of September 30, 2023. Except for the accumulated deficits and accumulated comprehensive loss, the equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the years ended September 30, 2024 and 2023 were SGD1.3406 to USD1.00 or RMB7.2043 to USD1.00 and SGD1.3518 to USD1.00 or RMB7.0533 to USD1.00, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operation.

Major customers and suppliers

Major customers that make up 10% or more of revenue are as below:

Note:

* Represented the percentage less than 10%.

Material terms of Platinum Singapore’s agreements with major customers are similar, and are summarized as follows: