As filed with the U.S. Securities and Exchange Commission on October 31, 2025.

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

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

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REGENIQUE GROUP LIMITED
(Exact name of registrant as specified in its charter)

________________________

Not Applicable

(Translation of Registrant’s name into English)

10 Sinara Drive
#10-25 Square 2
Singapore 307506
+65 8383 0544
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

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

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

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

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

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

Emerging growth company ☒

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

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

This registration statement shall hereinafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended.

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

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free writing prospectus that we filed with the Securities and Exchange Commission. We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the Class A Ordinary Shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Class A Ordinary Shares.

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

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

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires and for purposes of this prospectus only, references to:

•        “Acquisition” are to the acquisition of Shari Wellness Pte Ltd by the Intermediate Holdco on October 13, 2025;

•        “Administrator” are to the administrator of the Plan;

•        “APAC” are to Asia Pacific;

•        “Biogenisk” or “Biogenisk Pte Ltd” are to Biogenisk Pte Ltd incorporated and registered in Singapore with unique entity number 202504016K;

•        “BVI” are to the British Virgin Islands;

•        “Class A Ordinary Shares” are to our Class A ordinary shares, par value US$0.0001 per share;

•        “Class B Ordinary Shares” are to our Class B ordinary shares, par value US$0.0001 per share;

•        “Dr. Chen” are to Dr. Chen Yiming;

•        “Dr. Shiau” are to Dr. Shiau Ee Leng;

•        “Eligible Persons” means our officers, directors, advisors, personnel and employees and related entities, but only to the extent Shares to be issued hereunder to any such potential Eligible Person are eligible for registration under Form S-8 or its equivalents;

•        “Exchange Act” are the Securities Exchange Act of 1934, as amended;

•        “Intermediate Holdco” are to BioEsthetics Group Limited;

•        “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

•        “License Agreement” are to the exclusive license agreement entered into between Supergenics Pte Ltd and Shari Wellness Pte Ltd, dated August 18, 2024;

•        “Licensed Technologies” are to the two already granted patents owned by Supergenics and one patent filed in 2024 which is pending grant issuance licensed to Shari Wellness Pte Ltd under the License Agreement;

•        “Mainland China” are to the People’s Republic of China, excluding, solely for the purpose of this prospectus, Hong Kong, Macau and Taiwan. The term “Mainland Chinese” has a correlative meaning for the purpose of this prospectus;

•        “Mr. Then” are to Mr. Then Chee Tat;

•        “Mr. Wong” are to Mr. Wong Ming Kwong;

•        “ordinary shares” are to our Class A Ordinary Shares and Class B Ordinary Shares, collectively;

•        “SEC” are to the U.S. Securities and Exchange Commission;

•        “Securities Act” are to the U.S. Securities Act of 1933, as amended;

•        “Shari Wellness” or “Shari Wellness Pte Ltd” are to Shari Wellness Pte Ltd incorporated and registered in Singapore with unique entity number 201322810M;

•        “Supergenics” are to Supergenics Pte Ltd;

•        “S$” are to Singapore dollars;

•        “US” are to the United States;

•        “US$” and “U.S. dollars” are to the legal currency of the United States;

•        “U.S. GAAP” are to generally accepted accounting principles in the United States;

•        “U.S. GAAS” are to generally accepted audit standards in the United States; and

•        “We”, “us”, “the Company”, “the Group” and “our” are to Regenique Group Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.

Our reporting currency is S$ and most of our revenue is denominated in S$. This prospectus contains translations of S$ into U.S. dollars solely for the convenience of the reader. Unless otherwise stated, all translations of S$ into U.S. dollars in this prospectus were made at the rate of US$0.77936 = S$1, as set forth in the statistical release of the Federal Reserve System on September 30, 2024. No representation is made that the S$ amounts could have been, or could be, converted, realized or settled into US$ at that rate on September 30, 2024, or at any other rate.

Unless otherwise indicated, (a) information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional Class A Ordinary Shares, and (b) references in this prospectus to this offering are to our offering of Class A Ordinary Shares pursuant to this prospectus.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

Due to rounding, numbers presented throughout this prospectus may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

Our continued success and growth depend substantially on the continuing service and contribution of our key management personnel and doctors as well as our ability to attract and retain new key personnel and doctors.

Our success to date can be largely attributable to the contributions and expertise of our directors and doctors, each of whom has invaluable experience and knowledge relevant to our industry. Each of Dr. Shiau and Dr. Chen, possesses, on average, medical practicing experience in the provision of medical aesthetic services of over 18 years. Both of them have an intimate understanding of the demands, technicalities and intricacies of our business and customers’ needs. Our directors, Mr. Then and Mr. Wong, have extensive experience and network in the medical aesthetics services industry. Their in-depth understanding of our industry and operations will be difficult to replace and their continued service is vital to our success. The loss of the services of any of them may adversely affect the execution of our business strategies. In addition, the maintenance of our existing business relationships as well as the reputation that our management team has established is dependent on the continued service of our key management personnel.

We do not maintain key man life insurance for any of the senior management of our management team or other key personnel. If we are not successful in retaining the services of our management or other key personnel, or hire suitably qualified personnel to replace them, our business, results of operation, financial conditions and prospects may be materially and adversely affected.

We also rely upon experienced and skilled doctors to provide clinical and aesthetics services to our customers. If we were to lose a substantial number of these doctors for whatever reason, we might not be able to replace them easily within a short period of time. This may disrupt the operation of our business, which could have at least a short-term material adverse effect on our business, financial condition, results of operation and prospects.

As we continue to grow, we will need additional qualified management personnel and doctors to run our expanded business. Competition for management personnel and doctors may be keen and there is no assurance that we will be able to hire and retain adequate number of management personnel and doctors in the future. Any shortfall in qualified management personnel and/or doctors may hinder our growth plan. Compensation levels may need to be increased substantially to attract and/or retain our key management personnel and doctors.

We have reported current liabilities exceeding the current assets position during the financial year ended September 30, 2024 and the nine months ended June 30, 2025, and as a result, our auditors reported that this may cast a significant doubt on our ability to continue as a going concern. However, the financial statements have been prepared on a going concern basis as the Ordinary Shareholders have remained committed to supporting us financially, ensuring that we can continue our obligations and meet payment obligations as they fall due over the next twelve months.

During the financial year ended September 30, 2024 and the nine months ended June 30, 2025, we reported current liabilities over the current assets positions of S$3,772,873 (US$2,940,576) and S$2,464,615 (US$1,937,680), respectively. These events or conditions indicate the existence of a material uncertainty which may cast significant doubt on our ability to continue as going concern. Through the next twelve months, we expect that with the financial support of the Original Shareholders, we will be able to support our continuous operations and to meet our payment obligations as and when liabilities fall due within the next twelve months from the balance sheet date and the date of combined financial statements for the financial year ended June 30, 2025. There are no assurances that we will be able to obtain sufficient financial support from the Original Shareholders or obtain sufficient amounts of additional capital. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our operations, which could harm our business, financial condition and results of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The report of our independent registered public accounting firm that accompanies our audited combined financial statements contains a going concern explanatory paragraph in which such firm stated that there is significant doubt on our ability to continue as going concern. Our combined financial statements contained in this prospectus do not include any adjustments that might result if we are unable to continue as a going concern. If we are unable to continue as a going concern, holders of our securities might lose their entire investment.

We are dependent on skilled and competent professional staff and we may be unable to attract suitable doctors to join us as the supply of doctors is limited.

Our business is dependent on our ability to attract and retain skilled and competent professional staff. As of the date of this prospectus, we employed a total of 27 skilled professionals, including doctors and therapists. Our ability to provide our services is reliant on the services provided by these professionals. The ability to attract and retain them is dependent on several factors such as our continued reputation, financial remuneration and job satisfaction. As we engage in a service-related industry, in the event that we are unable to find suitable and timely replacements should a significant number of our skilled professional staff resign, our financial position and results, business operations as well as future growth and prospects may be adversely affected.

The number of doctors with necessary experience and qualifications is limited in the market and we are competing for suitable candidates with other aesthetics service providers. We may need to offer competitive terms and attractive remuneration package to attract and retain doctors to practice at our clinics. We cannot assure that we will be able to attract and retain sufficient doctors with similar expertise, experience or network to enter into or maintain employment agreements with us to keep pace with our growth while maintaining consistent service quality across our clinics. Our business, financial condition and results of operations could accordingly be materially and adversely affected.

Our business is subject to risks related to medical and legal claims, regulatory actions, and professional liability arising from our bio-regenerative aesthetic services and our operations. We rely on the performance of our doctors and staff, if they become subject to complaints, investigations, claims or legal proceedings relating to the provision of services (including alleged malpractice), our reputation, brand image and results of operations may be harmed.

Our success depends to a significant extent on the recognition of our brand and reputation in the industry as a reliable bio-regenerative aesthetics service provider. Our doctors’ treatment, performance, communication and relationship with their customers are vital to our business. We rely on the performance of our doctors and staff. If they become subject to complaints, investigations, claims or legal proceedings relating to the provision of services (including alleged malpractice), our reputation, brand image and results of operations may be harmed. Our services to customers are based on our doctors’ judgments, skills and decisions after examining the customers. We rely on our doctors to make proper clinical decisions regarding the treatment of the customers, however we do not have direct control over the decisions and actions taken by our doctors, as their treatment of the customers is subject to their professional judgment, and in most cases, performed on a real-time basis. Miscommunications between our doctors and their customers, and/or incorrect decisions on the part of our doctors may result in undesirable or unexpected outcomes, including complications, unexpected side effects or injuries.

Moreover, due to the inherent nature of bio-regenerative and medi-aesthetics treatments, customers’ levels of satisfaction of our services can be subjective, as the results may vary depending on factors including, among others, customers’ medical background and skin type, their adherence to pre-treatment and post-treatment instructions and distinct response to treatments. This may expose us to complaints, various liabilities, investigations, claims or legal proceedings relating to the provision of services (including alleged malpractice).

Our customers who are dissatisfied with the services of our doctors may express negative sentiments through the media and/or lodge complaints with the Singapore Medical Council (“SMC”). Such complaints may substantiate into claims against our doctors who will then claim against their respective Medical Protection Society (“MPS”) memberships.

Under the Medical Registration Act 1977 of Singapore (“MRA”), the Complaints Committee and the Disciplinary Committee may investigate complaints made against medical practitioners in relation to any alleged professional misconduct and may impose sanctions including, among others, issuing a letter of advice or warning, referring the matter for mediation between the doctor and the patient, ordering the doctor to undergo further education or training or medical or psychiatric treatment or counselling, or removing or suspending his registration from the register if he is found guilty of professional misconduct.

Should any of our doctors be convicted of professional misconduct, it is possible that he/she may be restricted from practicing in our clinics. If we are unable to find substitute doctors promptly, our operations will be affected. In addition, as the services are provided in our clinics, we are also likely to be named as one of the defendants and may be subject to claims for professional misconduct or negligence arising from the acts, conducts or omissions of our doctors. Such disputes may affect our operations as substantial time and resources will have to be allocated to handling the disputes, complaints or investigations.

Furthermore, as our doctors represent our image and reputation, such claims, even if untrue or baseless, may negatively affect our reputation and brand image, even if we are not involved in such professional misconduct investigation or litigation, and may result in additional costs, legal or otherwise. We may also lose existing customers and/or be unable to attract new ones.

Given that the safety and quality of our services are dependent on the performance of our doctors and therapists, there is no assurance that in the provision of services, our doctors or therapists would not be involved in any medical incidents, accidents, negligence or other malpractices. The occurrence of any of the foregoing would have a material adverse effect on our business, financial condition, results of operations and prospects.

The termination or non-renewal of the License Agreement that has a term of ten years may adversely impact the revenue generated from our bio-regenerative segment and our plan to develop new treatments and products in this segment.

The License Agreement is important to our business as it enables us to possess the right to use the Licensed Technologies — characteristics stem cell gene testing, angiogenesis, and high yield clinical grade WJ-MSC culture — in our business, including developing new products and services incorporating some of the patented materials. We intend to leverage our right to utilize the patents to develop innovative bio-regenerative treatments and services.

We or Supergenics may retain ownership of intellectual property created in connection with the use of the Licensed Technologies, subject to discussions between Supergenics and us and on a case-by-case basis. If we are unable to retain ownership of such intellectual property, we may be unable to deliver treatments and services related to such intellectual property, materially adversely affecting our business and financial position. While the License Agreement has a duration of ten years from August 18, 2024, we cannot guarantee that the License Agreement will not be terminated sooner, whether by mutual consent, with cause, or due to the occurrence of an event of default. We cannot guarantee that the License Agreement will be renewed upon expiry. If the License Agreement is terminated or not renewed, we will lose our exclusive right to use the patents and may be restricted from delivering services and products containing any of the intellectual property belonging to Supergenics and its affiliates. In such a case, our ability to continue offering the bio-regenerative treatment services to our customers which rely on the Licensed Technologies will be impaired, materially adversely affecting our business, financial position and future growth.

In the future, we may be required to enter into additional intellectual property license agreements that are important to our business. Disputes may arise regarding licensed intellectual properties, including:

•        the scope of rights granted under the license agreement and other interpretation-related issues;

•        the extent to which our technology, products, methods and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

•        our diligence obligations under the license agreement and what activities satisfy those obligations;

•        if a third party expresses interest in an area under a license that we are not pursuing, under the certain terms of our license agreement, we may be required to sublicense rights in that area to the third party, and that sublicense could harm our business; and

•        the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us.

If disputes arise over our use of any licensed intellectual property and we cannot resolve the disputes in time and on acceptable terms, we may be unable to continue our development, manufacturing and sales of the affected products and technologies.

We rely on our reputation in the industry that may be adversely affected by negative publicity.

Negative publicity or media reports relating to our services, doctors or the general skincare industry may adversely affect our reputation and our customers’ perceptions of our services and result in decreased demand for our services. For example, negative media coverage regarding the safety or quality of our services and the resulting negative publicity could materially and adversely affect customers’ trust in our services. Adverse publicity concerning any perceived or actual health risks associated with services and the products used in our services may also cause customers to lose confidence in the safety and quality of our services, which would have a material adverse effect on our business, financial condition, results of operations and prospects.

The mere publication of information asserting that the products used in our services contain or have contained any contaminants or that our products and/or services have caused personal injuries or illnesses could damage our reputation, which could have a material adverse effect on us, regardless of whether the reports have any factual basis. In addition, adverse publicity about any regulatory or legal action against us could damage our reputation, undermine our customers’ confidence in us and reduce long-term demand for our products and services, even if the regulatory or legal action is unfounded or immaterial to our operations.

The transfer of the Clinic Business, including lease agreements, licenses and trademarks, operated by the Mixed Business and Back-End Entities to Biogenisk pursuant to the Business Transfer Agreement may not be completed prior to the completion of this offering.

As part of our Pre-IPO Restructuring and pursuant to the Business Transfer Agreement, the Mixed Business and Back-End Entities will transfer the Clinic Business operated by them to Biogenisk. This includes but is not limited to lease agreements, employment contracts, trademarks, licenses, contracts and agreements, medical devices and operating equipment. As of the date of this prospectus, the transfer has not yet been completed and may not be completed prior to the completion of this offering. While we expect the transfer to be completed within six months after the completion of this offering, there can be no assurance that it will be completed in a timely manner, or at all. For further details, please see “Corporate History” above and “Business” below. The Clinic Business is a core component of our operations. critical to our operations. Any delay or failure in completing the transfer could significantly impair our ability to operate the business as intended. This could result in operational disruptions, and could materially and adversely affect our business and results of operations.

Professional indemnity coverage may not completely cover risks arising from our course of operation.

Our doctors are required to maintain their own professional indemnity coverage, the premiums of which are paid by us. Such professional indemnity coverage covers, among other things, all claims and liabilities in relation to death or injuries to any person which are attributable to the willful or negligent acts, defaults or omissions on their parts in relation to the services provided by them, and subject to certain limitations including criminal proceedings arising outside the provision of clinical care to customers, which are excluded from the scope of such indemnity.

Although we have purchased insurance including, among others, insurance for potential business interruption and public liability, we do not maintain professional indemnity coverage for our doctors. If we (in our own capacity or together with our doctors) experience any situation where we are sued by our customers for damages caused by the acts or negligence of our doctors, we cannot guarantee that our doctors would have the financial capability to honor their obligation to indemnify us against all claims and damages in case the MPS membership policies maintained by them are not sufficient to cover the cost of the claims. Any costs arising therefrom could have a material adverse effect on our business results of operations, financial condition and prospects.

Additionally, our financial position may be adversely affected in the event that the claims from our customers exceed the professional indemnity coverage or such claims do not fall within the scope of the coverage. Further, we may have difficulty in claiming compensation from insurance companies in full or at all, and sometimes there may be delays in receiving such compensation. If we suffer losses which are not covered by our insurance policies or the amount of compensation we receive from our insurers for our losses is significantly less than the actual losses suffered by us, our financial position and our operations may be materially and adversely affected.

If we become subject to litigation, legal or contractual disputes, governmental investigations or administrative proceedings, our management’s attention may be diverted and we may incur substantial costs and liabilities.

From time to time, we may encounter material disputes with various parties and may be involved in claims, disputes and legal proceedings in our ordinary course of business. Ongoing or threatened litigation, legal or contractual disputes, governmental investigations or administrative proceedings involving us or our employees may divert our management’s attention and resources, and result in damages, liabilities and legal and other costs. Furthermore, any litigation, legal or contractual disputes, governmental investigations or administrative proceedings which are initially not of material importance may escalate and become important to us, due to a variety of factors, such as the facts and circumstances of the cases, the likelihood of loss, the monetary amount at stake and the parties involved. If the outcomes of these proceedings are unfavorable to us, we could be required to pay significant legal costs and monetary damages, assume legal and other liabilities and even to suspend or terminate the related business projects. In addition, negative publicity arising from litigation, legal or contractual disputes, governmental investigations or administrative proceedings may damage our reputation and adversely affect the image of our brand and services. While we have not experienced disputes or legal proceedings that materially and adversely affected our business, operations, financial performance, financial condition, results, and prospects, we cannot provide assurance about future occurrences and their potential impact on our business. As a result, our business, results of operations and financial condition may be materially and adversely affected.

We face possible infringement of our intellectual property rights, which could weaken our competitive position and affect our operations.

Our principal intellectual property rights are our exclusive license to use the Licensed Technologies, trademarks, and our know-how in our business operations and provision of personalized services. We are susceptible to infringement of our intellectual property rights by third parties. There is no assurance that third parties will not copy or otherwise obtain and use our intellectual property rights without our prior authorization. Infringement of our intellectual property rights could adversely affect the perception that our customers have of us as to our credibility, creditworthiness and abilities, which in turn may have a material adverse effect on our business, financial condition, results of operations and prospects. If we were to enforce our intellectual property rights through litigation, such litigation, whether successful or unsuccessful, could result in the incurrence of substantial costs and the diversion of resources. In the event that we are unable to adequately protect or safeguard our intellectual property rights, our reputation, business, financial condition and results of operations and prospects may be materially and adversely affected.

We have registered our trademarks in Singapore. It is, however, possible that we may be unable to register trademarks in markets that we may operate in the future or to renew the registrations of our trademarks. Further, there is no guarantee that the registrations of our trademarks can completely protect us against any infringement or keep us away from any potential challenges raised by our competitors or other third parties.

We have limitations in promoting and/or marketing our business.

Our doctors and our clinics have to comply with the Healthcare Services (Advertisement) Regulations 2021 of Singapore (the “HS Advertisement Regulations”) which sets out (i) restrictions on the promotion or dissemination of information about the professional services and practice carried out by medical practitioners or their group practice and (ii) restrictions on publication or marketing efforts for the predominant purpose of promoting the products or services of doctors to customers or potential customers. The restrictions in promoting our business may affect our ability to further enhance our brand recognition or secure new business opportunities in the future. Moreover, there is no guarantee that our existing practices of monitoring our information dissemination process and publication can continue to be effective. Should there be any change in the relevant regulations, or change of interpretation thereof, our doctors and clinics may be regarded as breaching the HS Advertisement Regulations. They may be subject to relevant disciplinary actions such as fines. Should there be any disciplinary actions against our doctors and clinics, our reputation, business and results of operations could be materially and adversely affected.

Our past performance may not be indicative of future revenue and profit margin.

Our past performance does not have any positive implication or may not necessarily reflect our future financial performance. The effects of the changing regulatory, economic and other unpredictable factors may have a material effect on our business and hence may affect our future financial performance.

Moreover, our financial and operating results may not meet the expectations of public market analysts or investors, which could cause the future price of our shares to decline. Our revenue, expenses and operating results may vary from period to period in response to a variety of factors beyond our control. There is no assurance that our profit will remain at a level comparable to those recorded for the fiscal years ended September 30, 2023 and 2024, and the nine months ended June 30, 2025.

Our clinics may not achieve our anticipated operating results, which could materially and adversely affect our business, results of operations, financial condition and prospects.

It typically takes a period of time for newly opened clinics to achieve a utilization rate comparable to our existing clinics, due to factors such as time needed to build customer awareness and to integrate such clinics’ operations into our existing infrastructure. Furthermore, we may be unable to utilize a new clinic immediately after its establishment, due to factors such as our inability to obtain or material delay in obtaining the required approvals, permits or licenses from the relevant authorities. Any substantial increase in costs for operations and substantial decrease in utilization due to unforeseen market or industry conditions may also affect the anticipated operating results of our new clinics to be opened in the near future. In addition, the operating results generated at any of our new clinics may not be comparable to the operating results generated at any of our existing clinics. We will incur depreciating expenses each year going forward due to capital expenditure required to establish our new clinics and to upgrade our existing clinics.

Inability to keep abreast with the latest technological advancements and marketing trends in our industry may result in the loss of business and our competitive edge.

There is a growing role of technology in the rendering of bio-regenerative and medi-aesthetics treatments. Deploying the latest technologies in treatments can result in better outcomes for our customers. In this regard, we have a strategic vision to lead as regenerative cell therapy innovators in the APAC region and distribute our proprietary bio-regenerative treatments, such as Rejuran (a regenerative skin treatment that uses PN to promote healing, reduce inflammation, and stimulate collagen production) and stem cell therapies, beyond our home base in Singapore. However, if we fail to anticipate and adjust to marketing trends and/or fail to identify medical technology needs of our clinics, we may be disadvantaged when competing with our competitors and the demand for our services, including bio-regenerative treatments, may decline thereunder.

Also, if we fail to adapt to changing marketing trends, our services may become less appealing to our customers and we may face difficulties in retaining or attracting existing and new customers, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

We cannot guarantee that we will be able to keep abreast with marketing trends and accordingly, adjust our promotion, advertising and marketing strategies and policies and embrace new marketing tools. We are also not able to guarantee that our clinics would always be equipped with the latest bio-regenerative and medi-aesthetics technologies and that interest in our bio-regenerative treatments will be sustained. Even if we do keep up with marketing and technological trends, significant expenditure associated with executing our marketing strategies and acquiring or upgrading our equipment would be incurred and there is no assurance that the desired return on investments would be achieved.

There is no assurance that we will be able to successfully enforce the non-competition and/or non-solicitation undertakings contained in the employment contracts of our doctors.

Our doctors are required to make non-competition and/or non-solicitation undertakings in their employment contracts. In Singapore, restrictive covenants are enforceable only when the contractual terms restricting an employee’s activities after the termination of his/her employment are reasonable in all circumstances to protect the legitimate business interests of the employer. Hence there is no assurance that a doctor employed by us will not, upon termination of employment with us, engage in business activities that compete, whether directly or indirectly, with our business or solicit our customers and employees. In circumstances where our former doctors engage in competing business activities or solicit our customers, we cannot assure that we will be able to successfully enforce such non-competition and/or non-solicitation undertakings under the laws of Singapore. If our doctors, after termination of employment with us, engage in competing business activities or solicit our customers and employees, and if we are unable to enforce the relevant non-competition or non-solicitation undertakings, it may materially and adversely affect our business, results of operations, financial condition and prospects.

We operate in a highly competitive industry.

Due to continuous technological upgrades and advancements, the science-backed aesthetics industry is characterized by rapidly changing market trends. Our customers are constantly looking for innovative and high-performance aesthetics treatment with minimal risks or side effects and skincare products at reasonable prices. As a result, we are in constant competition with other similarly-positioned aesthetics service providers in aspects such as quality and scope of services and products, comprehensiveness and diversity of treatment ingredients and devices as well as pricing. Some of our key competitors are V Medical Aesthetics & Laser Clinic, Become Aesthetics Clinic, SkinLab The Medical Spa, and The Clifford Clinic. Some of our competitors have longer operating histories and greater brand recognition in the market. Our competitors may provide a wider range of services and have more financial resources to acquire more advanced technologies and equipment. Furthermore, they may be able to foresee the upcoming market trends more accurately or may be more responsive to new technologies or changing customer preferences. They may also have more financial and other resources than we do, thus allowing them to provide similar services or products at a lower price. At any time, these competitors and other potential market entrants may develop new products, procedures or treatment alternatives that could render our products and treatments obsolete or uncompetitive. In addition, one or more of such competitors may gain a market advantage by developing and patenting competitive products, procedures or treatment alternatives earlier than we can, obtaining regulatory clearances or approvals more rapidly than we can or selling and providing competitive products and treatments at prices lower than ours. If we are unable to compete successfully with our competitors, we may experience a reduction of market share, which may have a material adverse effect on our business performance, results of operations and financial condition.

A lack of growth in the consumer market or a general economic slowdown or downturn may materially and adversely affect our business performance and results of operations.

Our business performance depends on the sustainable growth of consumer spending on aesthetics services. However, there is no assurance that the local economy in Singapore can sustain a continuous stable growth in consumer spending. In addition, any economic slowdown, recession or downturn may result in a decrease in consumer spending on aesthetics services as well as weaken consumer spending willingness, thus reducing the overall demand for our services. Any of the foregoing circumstances may materially and adversely affect our business, results of operations, financial condition and prospects.

Professional responsibilities of our doctors to our customers may override the interests of our shareholders.

Our doctors, being registered medical practitioners, are required to comply with the 2016 edition of the SMC Ethical Code and Ethical Guidelines (“2016 ECEG”), failing which the SMC may take disciplinary action against them. The 2016 ECEG sets out the duties of a registered medical practitioner including, among others:

(a)     always placing patients’ best interests above any business or financial considerations;

(b)    not letting business or financial considerations influence the objectivity of clinical judgement in the management of patients; and

(c)     not participating in “fee splitting” or “fee sharing” by offering gratuitous payments, gifts or other rewards for patients referred to him/her from any source.

Such professional duties and obligations of our doctors may not at all times be in line with our shareholders’ commercial interests to maximize profit. As a result, our ability to maximize profit may be limited by the professional duties and obligations of our doctors owed to our customers.

There is no assurance that we will be able to successfully enforce the medical liability waiver contained in the purchase invoice notes of our customers.

Our standard customer contracts contain disclaimers and medical liability waivers, and they are found in the terms and conditions of the purchase invoice notes. We also present to our customers in writing the risks associated with their treatments. Medical liability waivers are likely to be held unenforceable by a court in Singapore in the event that medical malpractice is established. Hence, notwithstanding that our customers are deemed to have accepted the risks and agreed to waive any medical liability claims against our doctors and us, there is no assurance that they will not initiate any claims against us in relation to the treatments received at our clinics. In circumstances where our customers initiate any claims against us, we cannot assure that we will be able to successfully enforce medical liability waiver under the laws of Singapore. If our customers initiate any claims against us in relation to the treatments received at our clinics, and if we are unable to enforce the relevant medical liability waiver, it may materially and adversely affect our business, results of operations, financial condition and prospects.

We have not entered into any long-term supply agreements with our suppliers.

As of the date of this prospectus, we are party to a contract with Dermarev Pte Ltd, a supplier of ingredients used in some of our treatments. The contract was entered in the ordinary course of business, is on a one-year term, and requires us to purchase treatment ingredients with an aggregate value of not less than S$400,000 annually. Except for this contract, we have not entered into any long-term supply agreements with our suppliers. There is no assurance that our suppliers will continue to supply the products to us on commercially reasonable terms, or at all, which could affect our ability to secure future supply of products for our customers. Further, we may be unable to find suitable alternative suppliers within a short period of time, and as such, any shortage of or delay in the supply of the products to us may materially and adversely affect the operations of our clinics. As a result, our financial condition and results of operations could be materially and adversely affected.

Disruption to our supply chain may prevent us from meeting the demand for our services.

Most of our treatment ingredients and clinical supplies are manufactured overseas and shipped to our warehouses in Singapore. Any prolonged blockage of shipping routes due to natural disaster, war, terrorism and/or any operational issues encountered by our suppliers could lead to disruption and delay to our supply chain and affect our ability to meet customers’ demand for services. Disruption to shipping routes is also expected to lead to increased shipping rates, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

We face inventory management risks.

Our inventory mainly consists of treatment ingredients used in our treatments. Most of these treatment ingredients expire two years after their manufacturing. Our ability to meet our customers’ demand for our services adequately and without overstocking our supplies is dependent on, among others, our ability to forecast our inventory needs accurately and manage our inventories efficiently. We maintain inventory levels of our supplies primarily according to our forecasted inventory needs, which are in turn estimated based on market conditions and our management’s understanding of our customers’ demand for our services. However, our ability to forecast our inventory needs accurately could be affected by, among others, factors that are beyond our control.

If we fail to manage our inventories efficiently and effectively (including ensuring that any specific storage conditions are arranged in a timely manner), we may be affected by stock outs, inventory obsolescence, supply deterioration, decline in realizable values of our supplies and/or significant inventory write-offs. We may suffer losses in the event of an occurrence of the foregoing. To the extent that we suffer such losses, our financial position and performance could be materially and adversely affected. High inventory levels may also require us to commit substantial capital resources to secure storage or warehousing space, preventing us from using that capital for other purposes. The occurrence of any of the foregoing could materially and adversely affect, directly or indirectly, our financial position, results of operations and business operations.

Any non-renewal of leases or service agreement or substantial increase in rent or service retainer fees may affect our business and financial performance.

As we operate all of our clinics on leased properties, we are exposed to fluctuations in the commercial rental market. Our leases typically have a term of three years. Upon the expiry of each lease agreement of our existing clinics, we have to negotiate terms of renewal with our respective lessors. There is no assurance that the leases and/or service agreement of our clinics would be renewed on similar or favorable terms (including, without limitation, on similar tenure and on similar rental charges) and/or service retainer fees. There is also no guarantee that the leases or service agreement of our existing clinics will not be terminated early by the lessors and/or service provider before the expiry of the relevant term.

In the event that we are required to relocate our clinics to other locations, there is no guarantee that we will be able to secure comparable locations at comparable terms. We may also incur substantial expenses in renovation costs if we have to move our clinics to new locations. This may have an adverse impact upon our business, financial position and our future potential growth.

We are exposed to business and tax compliance risks.

Upon the completion of the Pre-IPO Restructuring and this offering, we must comply with tax regulations in the jurisdictions in which we have a presence or in which we operate, which subjects us to international tax compliance risks. The implementation of new tax laws and regulations is subject to uncertainties. Evolving tax regulations and scrutiny of corporate tax practices may expose us to financial, compliance, or reputational risks, particularly if tax positions are subject to challenge. We may also, from time to time, be subject to inquiries or audits from tax authorities of the relevant jurisdictions on various tax matters, including challenges to positions asserted on income and withholding tax returns. We cannot be certain that the tax authorities will agree with our interpretations of the applicable tax laws, or that the tax authorities will resolve any inquiries in our favor. To the extent the relevant tax authorities do not agree with our interpretation, we may seek to enter into settlements with the tax authorities which may require significant payments and may adversely affect our results of operations or financial condition. We may also appeal against the tax authorities’ determinations to the appropriate governmental authorities, but we cannot be sure we will prevail. If our appeal does not prevail, we may have to make significant payments or otherwise record charges (or reduce tax assets) that could adversely affect our results of operations, financial condition and cash flows. Similarly, any adverse or unfavorable determinations by tax authorities on pending inquiries could lead to increased taxation on us, that may adversely affect our business, financial condition and results of operations and may also impact our reputation.

We may be unable to implement our business strategies.

To a large extent, the future of our business depends on the successful implementation of our business strategies. We plan to enhance our capability to develop innovative bio-regenerative treatments, expand our operations in Asia and enter into new markets such as pre-juvenation aesthetics and male aesthetics. The successful implementation of our business strategies is subject to significant business, economic and competitive uncertainties and contingencies, including, among others, continued growth of healthcare services in Singapore and in Asia.

Whether we can successfully implement our business strategies depends on various factors including, among others, delivery of treatment ingredients or equipment, establishment of additional clinics in suitable locations, securing the requisite governmental approvals, compliance with applicable laws and regulations, and changes in economic and market conditions. Delay or failure to successfully implement our business strategies could result in the loss or delayed receipt of turnover, any increase in financing costs, and failure to meet profit and earnings projections, any of which may adversely affect our business, operational results and financial conditions.

Failure to comply with regulations relating to consumer protection could adversely affect our business, financial condition and results of operations.

We are subject to the Consumer Protection (Fair Trading) Act 2003 of Singapore (“CPFTA”), and any non-compliance with the CPFTA may significantly impact our operations. If we do not ensure that our staff undergoes the proper training to familiarize themselves with the types of conducts that would constitute unfair practices under the CPFTA, our staff may inadvertently act unfairly to our customers during the course of our provision of our services to them. Our customers may feel that we have used high-pressure sales tactics to coerce them into making a purchase with us or we may unintentionally have made unsubstantiated claims or guarantees about the results, benefits or effects of our treatments or products.

Miscommunication may also lead to situations where our staff mistakenly believes and represents that a customer has agreed to services, which the customer may dispute. As our treatments and services are based on our staff’s judgement after examining our customers, we may also unintentionally represent that a service or treatment is necessary or desirable for our customers, when it is not so.

If our customers perceive that we have engaged in unfair practices, they may file complaints with the Consumer Association of Singapore (“CASE”) if they are local customers, or the Singapore Tourism Board (“STB”) if they are tourists. Should we be found to have engaged in unfair practices, CASE or STB may require us to enter into a voluntary compliance agreement. Failure to comply with this agreement could lead to further escalation to the Competition & Consumer Commission of Singapore (“CCCS”), which may investigate our non-compliance and require us to give an undertaking to cease unfair practices.

The CCCS may publicly disclose the details of its investigation, the undertaking, and any warnings issued to us. In serious cases of CPFTA infringement, we may face litigation and criminal liability, including fines or imprisonment. Such involvement could severely damage our reputation and brand, disrupt our operations, and necessitate significant time and resources to address investigations and litigation. These consequences could adversely affect our business, financial condition, and results of operations.

Stem cell therapy and regenerative medicine is nascent in Singapore and may be subject to regulatory and legal risks.

In Singapore, the development of stem cell therapy and regenerative medicine is at a nascent stage. In the early 2010s, stem cell therapy was not considered to have been medically proven as a treatment for illnesses, and their use for such purposes would require clinical trials and ethics approval. On March 1, 2021, Singapore introduced the Health Products (Cell, Tissue and Gene Therapy Products) Regulations 2021 under the Health Products Act 2001 to regulate the manufacture, import, supply, presentation, registration, duties, and obligations of manufacturers, importers and other persons carrying out such activities as related to Cell, Tissue and Gene Therapy Products in Singapore.

The regulations do not apply to us, as our use of stem cell in aesthetics procedures in Singapore is not considered a “therapeutic use”. Due to the novelty of stem-cell therapy in Singapore, however, there is a possibility that the industry may become more heavily regulated. We may be subject to further legislative, regulatory and compliance requirements by the Health Science Authority and other relevant regulatory authorities, which may hinder or be detrimental to our services. Further, as cell-based therapies are relatively new, regulatory authorities may lack the necessary experience to assess the treatment ingredients used in our bio-regenerative treatments, thereby increasing the regulatory review process and period. Such regulatory delays may increase our development costs and cause further delays in the commercialization of our bio-regenerative treatments.

We may lack funding to grow our business; if we do, resources used by us in implementing our growth strategy may not be successful.

We need substantial fundings to pursue our growth strategy. Until we can generate sufficient cash flow to finance the growth, we have to raise funds through securities offerings and borrowings or collaborate with third parties, such as joint ventures and franchising. We may be unable to raise additional funds or enter into such other arrangements in

time and on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our services.

We are exposed to personal data security breaches.

During the course of our business, we collect, record and process personal information and medical records of our customers electronically. Employees’ information and other records collected and/or generated are also stored in our servers and computer systems and may be vulnerable to external security threats such as malware attacks and hacking, as well as internal security breaches such as unauthorized access and usage of confidential information by our employees. The consequences can include destruction or corruption of databases, the leaking of confidential information, the theft of intellectual property and we may be required to notify the relevant authorities, such as the Personal Data Protection Commission, of such breach and be subject to any regulatory fines or penalties.

As a healthcare provider, we are required to protect personal information and medical records of our customers under the Personal Data Protection Act 2012 of Singapore (“PDPA”) and other relevant legislation such as the Healthcare Services Act 2020 of Singapore (“HCSA”). Any contravention of the relevant laws and regulations in relation to our customers’ personal information may result in litigation actions from customers and/or regulatory fines or penalties.

We recognize that personal information and medical records collected and/or generated and retained by us are highly sensitive and any unauthorized access or disclosure may have severe consequences for us, our employees and our customers. Accordingly, we have taken security measures to prevent, detect, address and mitigate the risk of potential data security breaches. These measures include storing the data we have collected and/or generated on reputable third-party platforms with industry-standard security features and conducting regular penetration tests. Additionally, we have also adopted a formalized PDPA policy. In spite of the safeguards that we have implemented, there is no assurance that there will not be any cases of data security breaches in the future which could result in financial and reputation loss to us.

While we believe that we comply with the applicable laws and regulations in relation to the possession of personal and medical data, there can be no assurance that we will not be exposed to risks relating to the possession of personal and medical data. There is no assurance that we would fulfil all data protection obligations under the PDPA to safeguard personal data entrusted to us by our customers and employees and that there will not be any data leakage or improper use of personal data due to system failures, controls lapses or human errors. Any breach of our data protection obligations may result in litigation or regulatory proceedings and materially and adversely impact our reputation, our business, financial condition, results of operations and prospects.

We currently rely on a single geographical market; any adverse economic, social and/or political conditions affecting the market may adversely affect our business.

Currently, our business operations are based in Singapore. Our business operations and the demand for our services are therefore exposed to any deterioration in the economic, social and/or political conditions as well as any incidence of social unrest, civil disturbance or disobedience in Singapore, in particular where any such activity causes inconvenience to customers who visit, and our staff who attend, our clinics. The aforesaid circumstances may materially disrupt and adversely affect the operations of our clinics, and consequently, our results of operations.

We have limited control over the quality of our equipment, treatment ingredients and clinical supplies and are vulnerable to product liability claims.

Even though we are selective in choosing our suppliers, we cannot assure you that the equipment, treatment ingredients and clinical supplies we procure from our suppliers during the course of our business operations are safe, free of defects or meet the relevant quality standards. We depend on our suppliers’ quality control procedures. In the event of any quality issues, we could be subject to complaints and product liability claims by our customers. We may not be able to seek indemnification from our suppliers and if we engage in legal proceedings against our suppliers, such proceedings may be time consuming and costly regardless of the outcomes. Any quality issues on our treatment devices, treatment ingredients and clinic supplies may have a material adverse effect on our reputation, brand image, financial performance and lead to negative publicity.

Furthermore, we may also need to find alternative suppliers and substitutes, which may result in delay in the provision of our services or the delivery of our products. If we are unable to find alternative suppliers or suitable replacement products in a timely manner, our business operations may be disrupted.

Any allegation against us or our personnel on supplier kickbacks may damage our reputation.

We are subject to risks from actions that may be taken by us or our staff in relation to receipt of kickbacks from our suppliers. Such acts may constitute violations of the 2016 ECEG, the Prevention of Corruption Act 1960 of Singapore and other relevant laws and regulations. Our failure to effectively manage our staff could result in disciplinary action or other legal proceedings being instituted against us. Any of such events could therefore materially and adversely affect our business, financial condition and results of operations. Our reputation and prospects could be adversely affected if we become the target of any negative publicity as a result of any potential involvement in corrupt practices or other improper conduct by us or our staff.

We may be subject to transaction errors or frauds relating to third-party online payment platforms.

Currently, we collect payments for our services through third-party online payment systems. In all these online payment transactions, secured transmission of confidential information such as our customers’ credit card numbers and personal information over public networks is essential to maintaining customers’ trust and confidence in our online shop.

We do not have control over the security measures of our third-party online payment vendors. Any security breaches of the online payment systems that we use could expose us to litigation and possible liability for failing to secure confidential user information and could, among other things, damage our reputation and the perceived security of all the online payment systems that we use. If a well-publicized internet or mobile network security breach were to occur, customers may become reluctant to shop on our online shop even if the publicized breach did not involve payment systems or methods used by us. In addition, billing software errors could damage user confidence in these online payment systems. As of the date of this prospectus, there have not been any past incidents involving transaction errors or frauds relating to third-party online payment platforms, which had a material adverse impact on our financials and/or operations. However, if any of the above were to occur and damage our reputation or the perceived security of the online payment systems we use, we may lose customers and customers may be discouraged from purchasing from our online shop, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

RISKS RELATED TO OUR INDUSTRY

Our clinics and doctors are subject to licensing requirements; if any of these licenses are revoked or their renewal is denied, we may have to suspend some of our operations.

The aesthetics industry is highly regulated and subject to extensive laws, regulations and licensing requirements in Singapore. Such laws, regulations and licensing requirements cover many aspects of our business, including but not limited to:

(a)     the conduct of our business operations, including the operation of our clinics;

(b)    the provision of services;

(c)     the quality of clinic facilities, equipment and services;

(d)    the registration and regulation of doctors;

(e)     the confidentiality and maintenance of, and security issues associated with, personal data, health-related information and medical records of our customers; and

(f)     promotion and advertising in the aesthetics industry.

Any non-compliance may result in fines or penalties being imposed or other enforcement action being taken against us, our doctors and/or directors, which may adversely affect our business, financial condition, results of operations and prospects.

While we have not experienced any issues with obtaining or renewing the requisite approvals, licenses and/or permits under the required regulations and laws as of the date of this prospectus, there is no assurance that we will be able to do so upon their expiration. In addition, certain of our licenses are held in the individual capacity of our doctors,

including Dr. Shiau. Any changes to the existing laws and regulations may require us to apply for new approvals, licenses and/or permits and there is no assurance that we will be able to obtain these new approvals, licenses and/or permits. In the event that we are unable to obtain or renew the requisite approvals, licenses and/or permits, or such approvals, licenses and/or permits are withdrawn, we may be required by the relevant governmental agencies to cease operations and our business, financial condition and results of operations may be adversely affected.

As of the date of this prospectus, while there has not been any occurrence of the foregoing which had a material adverse impact on our business, financial condition, results of operations and prospects, there is no assurance that there will not be any such occurrence in the future.

Any adverse changes in laws and regulations or the introduction of new applicable laws and regulations could result in, among others, more stringent requirements and/or an increase in compliance costs, which could materially and adversely affect our business, financial condition and results of operations.

Outbreaks of infectious and communicable diseases and public health emergencies could have a material adverse effect on our business, results of operations and financial condition.

We are subject to risks related to the outbreak of infectious and communicable diseases and public health emergencies.

Outbreaks of infectious and communicable diseases may result in unprecedented measures being taken by multiple countries worldwide. For example, during the COVID-19 outbreak, measures including the lock-down of entire regions or cities, border controls, stringent travel restrictions, mandatory quarantine or stay-home measures, restrictions on mass gatherings and events, social distancing measures and/or the temporary closure of schools, factories, construction sites, businesses, shops and restaurants were implemented, and there was also severe disruption to the global supply chain in various parts of the world. Different countries may have varying degrees of success in controlling the spread of such infectious and communicable diseases, and the spread of infectious and communicable diseases and the imposition of these measures may lead to, among other things, drastic disruption to business and severe economic contraction worldwide, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

Our insurance coverage may not indemnify us against all losses and liabilities.

Our clinics, equipment and warehouses face the risk of suffering physical damage caused by fire, natural disasters, or other causes, as well as potential public liability claims, which could disrupt our business operations. While we believe that our insurance coverage is sufficient in accordance with industry standards and business practices, certain risks may not be covered by our insurance policies because they are either uninsurable or not economically insurable and there is also no assurance that there will not be any such damage or that liability claims will not be in excess of the amount covered by our insurance policies or that such insurance policies are comprehensive and cover all types of damage suffered or public liability claims. Accordingly, should there be adverse developments including terrorist attacks and other natural or man-made disasters such as earthquakes, floods, fire hazards and other events beyond our control, we may not have any or adequate insurance coverage to cover these liabilities and risks and our business, financial condition, results of operations, and prospects may be materially and adversely affected.

We expect to renew our insurance policies on an annual basis but there is no assurance that we will be able to renew all of our policies or obtain new policies on similar terms.

Any material changes to the terms of the insurance policies may result in claims for which we may not be compensated for by insurance proceeds and/or contractual indemnities. In the event that there are any such material changes, we may have to make provisions in our accounts and this may have a material adverse effect on our business, financial condition, results of operations and prospects.

Further, any material change in the terms of our doctors’ MPS membership may have a disproportionate and material adverse effect on our business, financial position, results of operations and prospects. While our doctors currently have occurrence-based and claims-made indemnity coverage under their MPS memberships, such coverage is discretionary in nature. Should the MPS choose not to indemnify our doctors or should there be any material changes in the terms of their membership with MPS, this may result in claims for which we may not be compensated under such membership and/or contractual indemnities. In the event that there are any such material changes, we may have to make provisions in our accounts and this may have a material adverse effect on our business, financial condition, results of operations and prospects.

RISKS RELATED TO THE OFFERING AND OUR SHARES

We plan to maintain the listing of our Class A Ordinary Shares on the Nasdaq Capital Market, however, if we do not meet Nasdaq’s continued listing standards, Nasdaq may delist our securities from trading, which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Class A Ordinary Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing of our Class A Ordinary Shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels. We cannot assure you that we will be able to meet the continued listing standards of Nasdaq and our Class A Ordinary Shares can continue to be listed on the Nasdaq Capital Market in the future.

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

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

•        reduced liquidity for our Class A Ordinary Shares;

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

•        a limited amount of news and analyst coverage; and

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

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

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

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

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

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

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

We adopt a dual-class share structure such that our ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, each of our Class A Ordinary Share is entitled to one (1) vote and each of our Class B Ordinary Share is entitled to fifteen (15) votes. Each

Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof on a one-for-one basis (or as adjusted in accordance with our memorandum and articles of association). Upon any disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B Ordinary Shares are automatically and immediately converted into Class A Ordinary Shares on a one-for-one basis (or as adjusted in accordance with our memorandum and articles of association). Our Class A Ordinary Shares are not convertible into our Class B Ordinary Shares under any circumstances.

Due to the disparate voting rights attached to these two classes of ordinary shares, holders of Class B Ordinary Shares will have significant voting rights over matters requiring shareholder approval, including amendment of memorandum and articles of association, and approval of corporate transactions, such as mergers and change in share capital. This capital structure and disparate voting rights may have anti-takeover effects preventing any potential merger, takeover or change in control transactions that holders of our Class A Ordinary Shares may view as beneficial.

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

The trading price of our Class A Ordinary Shares may be subject to rapid and substantial volatility, which could make it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and result in substantial losses to investors.

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

The volatility and fluctuations in the trading price of our Class A Ordinary Shares may be due to factors beyond our control and for reasons that are unrelated to our actual or expected performance. In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

•        fluctuations in our revenues, earnings and cash flow;

•        changes in financial estimates by securities analysts;

•        additions or departures of key personnel;

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

•        potential litigation or regulatory investigations.

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

In addition to the risks addressed above in “— The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors”, our Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying

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

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

If you purchase Class A Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Share. As a result, you will experience immediate and substantial dilution of US$3.79 per Class A Ordinary Share, representing the difference between our as adjusted net tangible book value per Class A Ordinary Shares of US$0.08 as of June 30, 2025, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$4.00 per Class A Ordinary Share (being the low end of the initial public offering price range as set out in the cover page of this prospectus). See “Dilution” for a more complete description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this offering.

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

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

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use the net proceeds from this offering for working capital and other corporate purposes. See “Use of Proceeds”. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our public offering in a manner that does not produce income or that loses value. We do not intend to pay dividends for the foreseeable future and you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

We have granted and may continue to grant options and other types of awards under our share incentive plan, which may result in increased equity-based compensation expenses.

We adopted a share incentive plan on October 15, 2025, or the Plan, for the purpose of granting equity-based compensation awards to our officers, directors, advisors, personnel and employees as well as other Eligible Persons to attract and retain the best available talents, provide incentives to Eligible Persons and promote the success of our business. Under the Plan, we are authorized to grant options, restricted shares, restricted share units, share appreciation rights, or other types of equity-based incentive awards. The maximum aggregate number of Class A Ordinary Shares that may be issued under the Plan is 5,000,000 as of the date of this prospectus, subject to an automatic annual increase. See “Management — 2025 Share Incentive Plan.” As of the date of this prospectus, no award has been granted under the Plan.

We believe the granting of equity-based awards is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant equity-based compensation to employees in the future. As a result, our expenses associated with equity-based compensation may increase, which may have an adverse effect on our results of operations.

Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Thus, our ability to attract or retain highly skilled employees may be adversely affected by declines in the perceived value of our equity or equity awards. Furthermore, there are no assurances that the number of shares reserved for issuance under our share incentive plans will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees.

We do not intend to pay dividends for the foreseeable future and you must rely on price appreciation of our Shares for a return on your investment.

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 in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income. All dividends are subject to certain restrictions under Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium account, and provided that under no circumstances may a dividend be paid if following such payment the Company shall be unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our Class A Ordinary Shares that have occurred from time to time prior to the completion of our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

•        announcements by us or our competitors of significant services or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past,

stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

The future sales of Class A Ordinary Shares by existing shareholders, including the sales pursuant to the Plan, may adversely affect the market price of our Class A Ordinary Share.

As a relatively small-capitalization company with relatively small public float we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. Sales of a substantial number of our Class A Ordinary Shares in the public market could occur at any time. Future sales of substantial amounts of our Class A Ordinary Shares in the public markets after this offering, or the perception that such sales may occur, could adversely affect market prices prevailing from time to time. None of our Class A Ordinary Shares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless, after these restrictions lapse, future sales of substantial amounts of our Class A Ordinary Shares in the public market in the United States, or the possibility of such sales, could negatively affect the market price in the United States of our Class A Ordinary Shares and our ability to raise equity capital in the future.

In addition, the Class A Ordinary Shares subject to our equity incentive plans and the ordinary shares reserved for future delivery under such plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. Following the closure of this offering, we may file one or more registration statements on Form S-8 with the SEC, covering our Class A Ordinary Shares available for future issuance under our equity incentive plans. Upon effectiveness of such registration statements, any ordinary shares subsequently issued under such plans may be eligible for sale in the public market, subject to compliance with Rule 144 in the case of our affiliates. Sales of a large number of the Class A Ordinary Shares issued under these plans in the public market could have an adverse effect on the market price of our Class A Ordinary Shares. If these additional ordinary shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our Class A Ordinary Shares could decline substantially.

In order for us to continue listing on the Nasdaq Capital Market, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market. The Nadaq continued listing standard requires us to have a market value of publicly held securities of $1 million and a minimum closing price of $1.00 (the “Minimum Bid Price Rule”). In addition, Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stock Rule”) provides that if a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days during any bid price compliance period, Nasdaq must issue a delisting determination with respect to that security.

The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our Class A Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Class A Ordinary Shares, or lead to the closing price of our Class A Ordinary Shares to fall below $1.00, or $0.10, as the case may be, which may lead to delisting.

In such case, we may effectuate a reverse stock split, pending approval from our shareholders, which may assist in raising the price of our Class A Ordinary Shares over $1.00 or $0.10, as the case may be, to fulfil the Minimum Bid Price Rule or the Low Priced Stock Rule. However, we are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares or assure you that we can meet Nasdaq’s continued listing standards, the Minimum Bid Price Rule or the Low Priced Stock Rule. Also, we cannot assure you that we are able to obtain our shareholders’ approval to effectual a reverse stock split. If we are unable to meet Nasdaq’s continued listing standards, the Minimum Bid Price Rule or the Low Priced Stock Rule within the prescribed timeframe, our Class A Ordinary Shares may be delisted.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to the completion of this offering, we have been a private company with limited accounting personnel. Furthermore, prior to the completion of this offering, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

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

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The PCAOB has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon completion of this offering, we will become subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit in accordance with U.S. securities laws is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

As an “emerging growth company” under applicable law, we will be subject to reduced 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”, as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these reduced regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

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

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, will impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations will increase our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are an “emerging growth company”, as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an “emerging growth company”, or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We will evaluate and monitor developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs

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 expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus 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. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”. 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. Forward-looking statements include, but are not limited to, statements about:

•        our goals and strategies;

•        our future business development, results of operations and financial condition;

•        expected changes in our revenue, costs or expenditures;

•        our dividend policy;

•        our expectations regarding demand for and market acceptance of our services;

•        our expectation regarding the use of proceeds from this offering;

•        our projected markets and growth in markets;

•        our potential need for additional capital and the availability of such capital;

•        competition in our industry;

•        general economic and business conditions in the markets in which we operate;

•        relevant government policies and regulations relating to our business and industry; and

•        assumptions underlying or related to any of the foregoing.

In some cases, 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 comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. 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 prospectus. 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.

This prospectus also contains certain data and information, which we obtained from various government and private publications. Although we believe that the publications and reports are reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$5.611 million, or US$6.727 million, if the underwriters exercise their option to purchase additional Class A Ordinary Shares in full, after deducting underwriting discounts, the non-accountable expense allowance and other estimated offering expenses payable by us and based upon an assumed initial offering price of US$4.00 per Class A Ordinary Share (the low end of the estimated public offering price range shown on the front cover of this prospectus).

We currently intend to use the net proceeds from this offering for the following purposes:

•        approximately 50% is expected to be used for expanding our presence through establishing new bio-regenerative aesthetic clinics, and entering into joint ventures targeting similar markets, such as hair treatment, in order to enhance our capabilities in bio-regenerative service offerings;

•        approximately 20% is expected to be used for potential strategic acquisition and investment opportunities in businesses that would complements our core business operations and align with our growth objectives and market expansion plans. This may include regenerative aesthetic clinics or clinic chains that offers bio-regenerative and medi-aesthetic services, aligning with our protocols both locally and regionally, and those who serve a clientele aligned with our strategic emphasis on male aesthetics, prejuvenation and hair regeneration. We plan to acquire a controlling stake (51% or more) in a business of such nature approximately six to 18 months upon our listing. We are at a preliminary stage of evaluating potential opportunities, and as of the date of this prospectus, we have not yet identified or initiated any specific acquisitions or transactions;

•        approximately 10% is expected to be used for our marketing and branding initiatives, to enhance our brand visibility, grow our customer base, and strengthen investors relationships; and

•        the balance of the net proceeds for other working capital and general corporate purposes.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. Predicting the cost necessary to complete clinical trials can be difficult and we may need additional funds in the future. The amounts and timing of our actual expenditures and the extent of clinical development may vary significantly depending on numerous factors, including the progress of our product development efforts and regulatory approval process, the status of and results from our ongoing clinical trials or any clinical trials we may commence in the future, as well as the effectiveness of our commercial efforts and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

DIVIDEND POLICY

During the financial years ended September 30, 2023 and 2024, we declared dividends to the Original Shareholders in the amounts of S$1,530,000 and S$2,838,000 (US$2,211,937), respectively. We fully settled and paid dividends in the amounts of S$1,665,000 and S$276,300 (US$215,348) during such financial years, respectively, by netting off the amount of the dividend against the amounts due from the Original Shareholders. We have no intention to declare or pay any dividends in the near future on our Class A Ordinary Shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has complete discretion in deciding whether to distribute dividends.

In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

As we are a holding company, our ability to pay dividends are subject to distributions from our operating subsidiaries. There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2025 presented on:

•        an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of the Class A Ordinary Shares by us in this offering at the initial public offering price of US$4.00 per Class A Ordinary Share, the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts, non-accountable expense allowance and the estimated offering expenses payable by us and assuming the underwriters do not exercise their over-allotment option, excluding the Class A Ordinary Shares underlying and issuable under the Plan.

Our issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. We are offering Class A Ordinary Shares only in this offering.

Our authorized share capital is US$50,000, divided into 400,000,000 Class A Ordinary Shares of par value of US$0.0001 each, and 100,000,000 Class B Ordinary Shares of par value of US$0.0001 each.

Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except that each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to fifteen (15) votes. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof on a one-for-one basis (or as adjusted in accordance with our memorandum and articles of association). Upon any disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B Ordinary Shares are automatically and immediately converted into Class A Ordinary Shares on a one-for-one basis (or as adjusted in accordance with our memorandum and articles of association). Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

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

____________

(1)      New additional paid in capital is less off estimated offering cost of US$1.829 million

(2)      Total capitalization equals the sum of indebtedness and shareholders’ equity.

DILUTION

If you invest in our Class A Ordinary Shares, you will experience dilution to the extent of the difference between the initial public offering price per Class A Ordinary Share you pay in this offering and the pro forma net tangible book value per Class A Ordinary Share immediately after this offering. Dilution results from the fact that the assumed initial public offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote. Each Class B Ordinary Share is entitled to 15 votes and is convertible into one Class A Ordinary Share at any time at the option of the holder thereof on a one-for-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

Our net tangible book value as of June 30, 2025 was approximately US$2.644 million, or US$0.08 per ordinary share outstanding at that date. Net tangible book value per ordinary share is determined by dividing our net tangible book value by the number of outstanding ordinary shares. Our net tangible book value is determined by subtracting the value of our acquired net intangible assets, goodwill, total liabilities and minority interests from our total assets. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the initial public offering price of US$4.00 per Class A Ordinary Share, which is the low end of the estimated public offering price range shown on the front cover of this prospectus and, after deducting underwriting discounts, the non-accountable expense allowance and other estimated offering expenses payable by us.

Without taking into account any other changes in such net tangible book value after June 30, 2025, other than to give effect to the issuance and sale of the Class A Ordinary Shares offered hereby at an assumed initial public offering price of US$4.00 per Class A Ordinary Share, which is the low end of the estimated public offering price range shown on the front cover of this prospectus and, after deducting underwriting discounts, the non-accountable expense allowance and other estimated offering expenses payable by us and assuming no exercise of the underwriters’ option to purchase additional Class A Ordinary Shares and no other change to the number of Class A Ordinary Shares sold by us as set forth on the cover page of this prospectus, and excluding the Class A Ordinary Shares underlying and issuable under the Plan, our as adjusted net tangible book value as of June 30, 2025, would have been US$7.626 million, US$0.21 per outstanding ordinary share, including ordinary shares underlying our outstanding ordinary shares, and US$0.21 per ordinary share. This represents an immediate increase in net tangible book value of US$0.14 per ordinary share, to existing shareholders and an immediate dilution in net tangible book value of US$3.79 per ordinary share, to new investors in this offering. The following table illustrates such dilution:

A US$1.00 increase (decrease) in the assumed initial public offering price of US$4.00 per Class A Ordinary Share would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$1.860 million, the pro forma net tangible book value per ordinary share after giving effect to this offering by US$0.06 per ordinary share and the dilution in pro forma net tangible book value per ordinary share to new investors in this offering by US$0.95 per ordinary share, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, the non-accountable expense allowance and other estimated offering expenses payable by us. The pro forma information discussed above is illustrative only. Our net tangible book value following the closing of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

The following table summarizes the differences between our existing shareholders and the new investors with respect to the number of ordinary shares, including Class A Ordinary Shares and Class B Ordinary Shares on an as-converted basis, the total consideration paid and the average price per Class A Ordinary Share paid at an initial public offering price of US$4.00 (the low end of the estimated public offering price range) and before deducting estimated underwriting discounts, non-accountable expense allowance and other estimated offering expenses (assuming no exercise of the over-allotment option to purchase additional Class A Ordinary Shares).

ENFORCEABILITY OF CIVIL LIABILITIES

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

All of our current operations are conducted outside of the United States, and substantially all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the directors and executive officers of the Company and the auditors of the Company reside outside the United States, and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, DE 19711, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

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

We have been advised by Ogier that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in respect of taxes, a fine or a penalty, (v) was not obtained by fraud, and (vi) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under the civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Singapore

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

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined statement of comprehensive income for the year ended September 30, 2024 and the unaudited pro forma balance sheet as of September 30, 2024 (“Pro Forma Financial Information”) has been prepared on the basis set out in the notes below to illustrate the effect of the Acquisition. The Pro Forma Financial Information gives effect to the Acquisition as if the Acquisition had taken place on October 1, 2023. Shari Wellness Pte Ltd had a financial year end of September 30. All pro forma adjustments and their underlying assumptions are described in the notes to the Pro Forma Financial Information.

On July 2, 2025, we completed our previously disclosed acquisition of Shari Wellness by our wholly-owned subsidiary, BioEsthetics Group Limited, for US$21.624 million (S$27.737 million).

The Pro Forma Financial Information presented below has been prepared in accordance with Article 11 of Regulation S-X. The following Pro Forma Financial Information for the year ended September 30, 2024 gives effect to the Acquisition.

The assumptions and estimates underlying the adjustments to the Pro Forma Financial Information are described in the accompanying notes, which should be read together with the Pro Forma Financial Information.

The following Pro Forma Financial Information was prepared using the asset acquisition method of accounting under U.S. GAAP. For accounting purposes, the acquisition of Shari Wellness will be accounted for as an asset acquisition. To determine the accounting for this transaction under U.S. GAAP, a company must assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If that screen test is met, the set assets and activities, and any assumed liabilities is not a business. In connection with the Acquisition, substantially all the fair value is included in the acquired License Agreement and, as such, the acquisition will be treated as an asset acquisition.

The Pro Forma Financial Information is provided for informational purposes only and is not necessarily indicative of our results of operations that would have been realized had the Acquisition occurred as of the date indicated, nor is it meant to be indicative of any anticipated future results of operations that we will experience. The actual results of operations will differ, perhaps significantly, from the Pro Forma Financial Information due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the Pro Forma Financial Information. The Pro Forma Financial Information does not reflect any adjustment for liabilities or related costs of any integration and similar activities, or benefits that may be derived in future periods from the Acquisition.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2024

Unaudited Pro Forma Condensed Combined Balance Sheet — (Continued)

As of September 30, 2024

____________

*        Less than S$1

**      Retroactively presented for the reorganization exercise described in Note 1 of the Combined Financial Statements.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in “Summary Combined Financial And Operating Data” and our historical combined financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Special Note Regarding Forward-Looking Statements”, “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements.

Overview

Established in Singapore in 2009, we are a customer-centric, science-backed aesthetics services provider. Our services are rendered through five strategically located clinics staffed by experienced doctors and equipped with advanced medical devices. Our mission is to elevate the overall well-being of our customers by offering personalized anti-aging and longevity healthcare and aesthetics solutions. In the 16 years since the commencement of our business, we have served more than 300,000 customers. For the fiscal years ended September 30, 2023 and 2024, we recorded a net income of S$2,779,363 and S$3,135,182 (US$2,443,561), respectively. Our operating cash flow in the same periods were S$2,224,293 and S$2,667,256 (US$2,078,859), respectively. For the nine months ended June 30, 2024 and 2025, we recorded a net income of S$1,356,084 and S$2,088,961 (US$1,642,342), respectively. Our operating cash flow in the same periods were S$2,492,221 and S$730,346 (US$574,199), respectively.

Our services can be classified into two categories: bio-regenerative treatments and medi-aesthetics treatments. Bio-regenerative treatments are generally marketed as aesthetics solutions at the forefront of our industry. They are grounded on the skin’s natural ability to regenerate and repair itself through the use of natural bio-cosmeceutical products, such as plant-based exosomes and stem cells, as skin boosters. Medi-aesthetics treatments are solutions delivered through the use of technologies that are regarded as the industry norm, including non-invasive procedures of laser and other energy treatments and minimally invasive procedures using botox and other chemical ingredients. For the fiscal years ended September 30, 2023 and 2024 and the nine months ended June 30, 2024 and 2025, we derived 39.2%, 43.0%, 34.0% and 35.0% of our revenue from bio-regenerative treatments, and 60.8%, 57.0%, 66.0% and 65.0% of our revenue from medi-aesthetics treatments, respectively. Our growth strategy is to expand our business in the bio-regenerative market through innovation.

We will seek to distinguish ourselves from competitors in this market using proprietary technologies developed by our exclusive business partner, Supergenics, who has granted us a license to use the Licensed Technologies in the APAC region. Pursuant to the License Agreement, we have an exclusive license to use two patents owned by Supergenics, along with one patent filed in 2024 pending grant issuance. Our goal is to build a unique brand for the business by positioning ourselves as an engineer capable of converting new bio-cosmeceutical technologies into a broad range of transformative, sustainable, and effective aesthetic solutions catered to different demographic groups. We will also seek to expand our geographical footprints to other countries in the APAC region through internal growth, strategic partnerships and acquisitions.

Key Factors Affecting Our Results of Operations

Our results of operations have been, and are expected to continue to be, affected by various factors, which primarily include the following:

Our ability to offer services and packages that meet customer expectations and market needs

Our ability to maintain and deliver services on our platform is primarily affected by the following factors:

•        our capacity to sustain a superior user experience and the high quality of services and products offered in both our bio-regenerative treatments and medi-aesthetics treatments segments;

Employee benefits expenses

Employee benefits expenses decreased by 10.0% from S$4.1 million for the nine months ended June 30, 2024 to S$3.7 million (US$2.9 million) for the nine months ended June 30, 2025. The decrease was primarily due to controlled headcount and optimized commission structures, aimed at improving cost efficiency while maintaining performance incentives.

Employee benefits expenses increased by 8.2% from S$5.2 million for the fiscal year ended September 30, 2023 to S$5.7 million (US$4.4 million) for the fiscal year ended September 30, 2024. Salaries, commissions and benefits to employees make up the largest proportion of the employment benefit expenses. The increase was primarily driven by a rise in staffing, from 57 employees as of September 30, 2023 to 67 employees as of September 30, 2024, to meet the growing demands of our clinic chain department and regional business development department.

On the other hand, our business is affected by the ongoing shortage of doctors, coupled with rising doctor fees and commission rates. To mitigate the impact of potential staff turnover and protect the interests of our business, we have implemented a non-compete clause in our contracts with doctors. This clause prevents them from working with our competitors for a specified period and within a defined region after leaving our employment, helping safeguard our proprietary knowledge and client relationships.

Operating lease expenses

Operating lease expenses comprise rental costs associated with our five clinics, office space and warehouses. The lease agreements are generally renewable every two to three years, subject to prevailing market conditions.

Operating lease expenses remained stable at S$1.1 million (US$0.9 million) for the nine months ended June 30, 2024 and 2025, as rental rates have been locked in for a two-year period.

In 2023 and 2024, we experienced a general increase in rental rates, particularly for clinic premises. Operating lease expenses increased by approximately 12% from approximately S$1.3 million for the fiscal year ended September 30, 2023 to approximately S$1.5 million (US$1.2 million) for the fiscal year ended September 30, 2024. Looking ahead, we anticipate further increases in rental lease amounts, driven by a gradual increase of general inflation cost, which may exert upward pressure on commercial rental costs.

Other operating expenses

Other operating expenses comprise general administrative costs, marketing expenses, and services expenses. Services expenses include clinic maintenance costs.

Other operating expenses decreased from S$1.0 million for the nine months ended June 30, 2024 to S$0.8 million (US$0.6 million) for the nine months ended June 30, 2025. This continued decrease underscores the effectiveness of the initiatives and measures introduced in 2024, which have helped streamline operations and reinforces financial discipline.

Other operating expenses decreased by 12.6% from S$1.5 million for the fiscal year ended September 30, 2023 to approximately S$1.3 million (US$1.0 million) for the fiscal year ended September 30, 2024. This decrease was primarily driven by enhanced cost controls, particularly in staffing and the implementation of cost-saving initiatives across operational functions.

Income from operations

Income from operations increased by 67.4% from S$1.2 million to S$2.0 million (US$1.6 million) for the nine months ended June 30, 2024 and 2025 and increased by 4.8% from S$3.0 million for the fiscal year ended September 30, 2023 to approximately S$3.1 million (US$2.4 million) for the fiscal year ended September 30, 2024. The increase was primarily due to better control of staffing expenses and increase in our revenue. Going forward, we expect our revenue to continue to grow from both bio-regenerative treatment and medi-aesthetics treatment segments but income from operations to be eroded by price competition and increase in cost of operation in general.

Other income

Other income decreased by 41.1% from S$0.3 million for the nine months ended June 30, 2024 to S$0.2 million (US$0.1 million) for the nine months ended June 30, 2025. The decrease was primarily due to a non-recurring debt waiver recorded in the prior period. After a thorough reconciliation of outstanding payables, certain amounts were confirmed to be no longer valid and were written back, resulting in a one-time gain in other income for the nine months ended June 30, 2024.

Other income increased by 42.2% from S$0.3 million for the fiscal year ended September 30, 2023 to S$0.4 million (US$0.3 million) for the fiscal year ended September 30, 2024. The increase was primarily due to the increase in the interest income from bank deposits and increase in government grants.

Interest expense

Interest expense decreased by 23.1% from S$13,594 for the nine months ended June 30, 2024 to S$10,452 (US$8,217) for the nine months ended June 30, 2025. The decrease was primarily due to a reduction in working capital loan principal, which resulted in lower interest charges during the period.

Interest expense increased by 6.8% from S$31,362 for the fiscal year ended September 30, 2023 to S$33,502 (US$26,111) for the fiscal year ended September 30, 2024. The increase was primarily due to new hire purchase taken up.

Income tax expense

Income tax expense increased by 9.3% from S$174,671 for the nine months ended June 30, 2024 to S$158,437 (US$124,563) for the nine months ended June 30, 2025. The increase was primarily due to our increase in profit.

Income tax expense decreased by 30.5% from S$0.4 million for the fiscal year ended September 30, 2023 to S$0.3 million (US$0.2 million) for the fiscal year ended September 30, 2024. The decrease was primarily due to write back of over provision of prior year’s income tax arising from tax rebate announced by the Singapore Government.

Net Profit After Tax

As a result of the foregoing, our net profit after tax increased by 54.0% from S$1.4 million for the nine months ended June 30, 2024 to S$2.1 million (US$1.6 million) for the nine months ended June 30, 2025. Our net profit after tax also increased by 12.8% from approximately S$2.8 million for the fiscal year ended September 30, 2023 to approximately S$3.1 million (US$2.4 million) for the fiscal year ended September 30, 2024.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through proceeds received from shareholder loan (see the section headed “Index to Financial Statements” in the prospectus for further details) and payments received from our customers. As of September 30, 2024 and June 30, 2025, our principal sources of liquidity were cash and cash equivalents of approximately S$1.7 million (US$1.3 million) and S$1.0 million (US$0.8 million), respectively.

We believe that our existing sources of liquidity, along with cash expected to be generated from sales and services, will be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months from the issuance of the financial statements included elsewhere in this prospectus. In the event we are unable to achieve profitable operations in the near term, we may require additional equity and/or debt financing; however, we cannot provide assurance that such financing will be available to us on favorable terms, or at all.

Our primary uses of cash have been used in the furtherance of growing our business, development of operations, establishing our staffing and investment in our technology platform. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

•        A substantial increase in working capital requirements to finance our operations;

•        Addition of administrative and professional personnel as our business continues to grow;

•        The preparatory costs for the offering; and

•        Payments for seeking and securing quality staffing personnel.

The following table presents a summary of our cash flow activity for the periods set forth below:

Cash Flow Activities for the fiscal years ended September 30, 2024 and 2023 and for the nine months ended June 30, 2024 and 2025

Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased by 70.7% from S$2.5 million for the nine months ended June 30, 2024 to S$0.7 million (US$0.5 million) for the nine months ended June 30, 2025.

For the nine months ended June 30, 2025, we recognized net profit after income tax of S$2.1 million (US$1.6 million) adjusted for non-cash items which included operating lease expenses, depreciation of property and equipment and interest expenses totaling S$1.8 million (US$1.4 million). This was offset against net cash outflow arising from the net change in operating assets and liabilities of S$3.2 million (US$2.5 million).

For the nine months ended June 30, 2024, we recognized net profit after income tax of S$1.4 million, adjusted for non-cash items which included operating lease expenses, depreciation of property and equipment and interest expenses totaling S$1.7 million. This was offset against net cash outflow arising from the net change in operating assets and liabilities of S$0.6 million.

Net cash provided by operating activities increased by 19.9% from S$2.2 million for the fiscal year ended September 30, 2023, to S$2.7 million (US$2.0 million) for the fiscal year ended September 30, 2024.

For the fiscal year ended September 30, 2024, we recognized net profit after income tax of S$3.1 million (US$2.4 million) adjusted for non-cash items which included operating lease expenses, depreciation of property and equipment, plant and equipment written off, and interest expenses totaling S$2.2 million (US$1.7 million). This was offset against net cash outflow arising from the net change in operating assets and liabilities of S$2.7 million (US$2.1 million).

For the fiscal year ended September 30, 2023, we recognized net profit after income tax of S$2.8 million, adjusted for non-cash items which included operating lease expenses, depreciation of property and equipment, loss on disposal of plant and equipment, and interest expenses totaling S$1.8 million. This was offset against net cash outflow arising from the net change in operating assets and liabilities of S$2.3 million.

Net Cash Used in Investing Activities

Cash used in investing activities was S$0.5 million (US$0.4 million) and S$2.5 million for the nine months ended June 30, 2025 and 2024 and S$2.7 million (US$2.1 million) and S$0.9 million for the fiscal year ended September 30, 2024 and 2023 which primarily consisted of purchase of property and equipment.

Net Cash (Used in)/Provided by Financing Activities

Cash used in financing activities for the nine months ended June 30, 2025 and 2024 was S$1.0 million (US$0.8 million) and S$0.3 million, respectively, It primarily consisted of repayment of working capital loan of S$0.3 million (US$0.2 million), offering cost of S$1.1 million (US$0.8 million) and net advances from shareholders of S$0.5 million (US$0.4 million) for the nine months ended June 30, 2025. For the nine months ended June 30, 2024, it primarily consisted of dividend payment of S$0.3 million and repayment of working capital loan of S$0.3 million and net receipt from shareholders and director of S$0.3 million.

Cash provided by financing activities for the fiscal year ended September 30, 2024 was S$87,923 (US$68,527) which primarily consisted of net receipts from shareholders of S$0.9 million (US$0.7 million), repayment of the working capital loan of S$0.4 million (US$0.3 million) and dividends of S$0.3 million (US$0.2 million).

Cash used in financing activities for the fiscal year ended September 30, 2023 was S$5.2 million, which primarily consisted of dividend payment of S$1.7 million, net advances to shareholders of S$2.9 million and repayment of working capital loan of S$0.5 million.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Capital Expenditures

Our capital expenditures amounted to S$1.0 million and S$2.6 million (US$2.0 million) for the fiscal years ended September 30, 2024 and 2023, respectively and S$2.4 million and S$0.5 million (US$0.4 million) for the nine months ended June 30, 2024 and 2025. Our historical capital expenditure is primarily related to our equipment. We expect to continue to make capital expenditures to meet the expected growth in scale of our business and expect that cash generated from our operating activities and financing activities may be used to meet our capital expenditure needs in the foreseeable future.

Indebtedness

The following table shows the amount of our total consolidated short-term and long-term debt outstanding as of September 30, 2024 and 2023 and June 30, 2025:

The current loans from United Overseas Bank Limited are for our working capital. The interest is at 3% annually. We are not required to use the loan for other operational requirements.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of September 30, 2024 and June 30, 2025:

____________

Notes

Critical Accounting Policies and Estimates

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

Income taxes

We are currently subject to income taxes in Singapore. Our effective tax rates could be affected by numerous factors, such as changes in our business operations and reorganisations, investments, entry into new businesses and geographies, intercompany transactions, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax.

We regularly assess the impact of any new tax regulations which affect our income tax provisions. The existing tax positions are derived on the basis where operating revenue and cost are recognized by the respective types of treatments and sub-specialization by doctors operating in 5 clinics. These operating revenue and cost are recorded across 15 individual entities. We have assessed that our organizational structure is in compliance with local regulations and whilst there are no ongoing audits nor investigations against the Company. Nonetheless, in the event where the local tax regulator disputes with the Company’s current tax position, the final outcome of any tax audit could be materially different from our historical income tax provisions and accruals.

Inventories

Inventories are measured at the lower of cost or net realizable value. The cost of inventories is based on the weighted average principle, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. The inventories primarily consist of consumables such as injectables, threads, fillers and consumable tips. Generally, these items are not held for sale but are essential in delivering the services to the customers.

INDUSTRY OVERVIEW

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties, as well estimates by our management based on such data. None of these third parties are affiliated with us, and the information contained in this prospectus has not been reviewed or endorsed by any of them. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors”. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The Medi-Aesthetics Health Industries

Medi-aesthetics market has been growing and is projected to increase even more in the future.

Medi-aesthetics is a growing market. The APAC medi-aesthetics market is witnessing a significant trend toward non-surgical cosmetic procedures, driven by advancements in technology, minimal recovery times, and increasing consumer preference for less invasive treatments. The growth in the Singapore medi-aesthetics market is driven by the expanding presence of medical spas, dermatology clinics and cosmetic centers as primary service provider in the region, and a rising demand for anti-aging and skin rejuvenation treatments.

Driven by increasing disposable income, medical tourism and a strong regulatory framework, Singapore is a steadily growing, regional hub for medi-aesthetics medicine, with a high concentration of clinics offering advanced treatments. According to the Ministry of Health, the number of licensed providers offering aesthetics services increased at an average of about 40 a year between 2020 and 2023. By the end of 2023, there were over 700 licensed providers in Singapore providing aesthetic services, making up about 14.5% of all licensed healthcare, medical and dental service providers in Singapore (https://www.channelnewsasia.com/today/ground-up/youths-seniors-embracing-aesthetics-boom-4635091, accessed on July 3, 2025).

Shift toward non-invasive procedures

There has been a shift towards non-invasive medi-aesthetics procedures in recent years, driven by the growing demand for treatments that offer minimal downtime and deliver natural-looking results. Consumers are increasingly seeking aesthetic solutions that do not require extensive recovery time or surgical interventions, making non-invasive procedures more appealing. These treatments cater to individuals with busy lifestyles who want to enhance their appearance without the disruption of prolonged healing periods or visible signs of recovery.

Technological advancements in the field of medi-aesthetics have played a key role in this shift, offering more effective, less invasive alternatives to traditional surgical methods. Procedures such as botox, dermal fillers, chemical peels, laser therapies, and high-intensity focused ultrasound (“HIFU”) (a non-invasive technology that uses concentrated ultrasound energy to heat targeted tissue layers deep beneath the skin, triggering collagen production and tissue tightening without damaging the surface) are gaining popularity due to their ability to deliver impressive results with minimal discomfort and very short downtime. These treatments are designed to target specific concerns such as wrinkles, skin texture, and volume loss, often requiring only a few days to a week for full recovery, compared to weeks or months associated with invasive surgeries.

The appeal of non-invasive treatments lies not only in their convenience but also in the natural-looking outcomes they provide. Customers are opting for subtle enhancements rather than dramatic changes, preferring results that refresh and rejuvenate their appearance without altering their facial features significantly. This trend reflects a broader cultural shift towards self-care and enhancing natural beauty, as individuals prioritize wellness and long-term skin health over more invasive, temporary solutions.

There is a shift in demographic of those who seek medi-aesthetics and regenerative aesthetics procedures and these are markets with growth potential.

Traditionally, the medi-aesthetics market was one mainly targeted towards females and older individuals, but there is now a shift in the demographic, where more men and younger people are also seeking medi-aesthetic procedures and products. For younger people, ‘prejuvenation’ has been gaining popularity recently.

Key trends include increasing social acceptance of men investing in their appearance, with a 70% rise in men’s aesthetics treatments since 2021, according to British College of Aesthetic Medicine (https://www.pblmagazine.co.uk/news/mens-aesthetic-treatments-see-70-increase, accessed on April 15, 2025). Men are particularly drawn to minimally invasive procedures that offer minimal downtime. Anti-aging treatments are a dominant segment, driven by concerns over visible signs of aging. Social media plays a significant role, with 74% of facial plastic surgeons reporting more patients seeking procedures to enhance their appearance in selfies and posts, according to American Academy of Facial Plastic and Reconstructive Surgery (AAFPRS) (https://www.aafprs.org/Media/Press_Releases/Selfies%20Endure%20February%2027,%202020.aspx, accessed on April 15, 2025). Technological advancements, including AI-assisted body contouring and HIFU devices, are further fueling market growth. Changing perceptions of masculinity are encouraging men to explore a wider range of aesthetics treatments.

Additionally, there is a rise in tailored skincare and grooming products suited for men, and a focus on maintaining a youthful appearance in the competitive workforce.

According to Coherent Market Insights (2025), growth in the alopecia treatment hair loss market was driven by the high prevalence of androgenetic alopecia — condition characterized by progressive hair thinning and loss — in China, Japan and India, with a rising demand for organic and non-invasive treatments, such as an uptake of exosome serums and regenerative procedures. According to Spherical Insights (November 2024), 44% of Singaporeans cited hair loss as their top concern, with male pattern baldness affecting up to 63% of men. There is an increase in the uptake of advanced modern treatments such as platelet-rich plasma therapy, exosome-based serums, and laser treatments to treat hair loss (https://www.sphericalinsights.com/reports/singapore-alopecia-therapeutics-market, accessed on June 26, 2025).

These trends reflect a broader cultural shift towards self-care and beauty for men, challenging traditional masculinity and driving innovation in the male aesthetics market.

In 2022, 27% of US patients receiving botox were 34 or younger, compared with 21% in 2015, according to survey data from the American Academy of Facial Plastic and Reconstructive Surgery (A Look Inside Gen Z’s “prejuvenation” Habit, https://www.mckinsey.com/~/media/mckinsey/email/genz/2023/05/2023-05-30b.html, accessed on April 15, 2025).

Prejuvenation, a proactive approach to skincare and anti-aging, is gaining popularity, particularly among younger generations like Millennials and Gen Z individuals, influenced by social media and who are taking a greater interest in beauty treatments and aesthetics procedures. According to Aesthetic Surgery Journal, many seek to maintain their youthful look, resulting in increasing interest towards prejuvenation. Key trends in prejuvenation include early intervention, with many starting preventative treatments in their 20s and 30s, before visible signs of aging appear. There is also a growing preference for non-invasive procedures such as neuromodulators (substances that alter nerve signal transmission, either by enhancing or inhibiting communication between neurons), dermal fillers, and laser treatments, which offer minimal downtime. Customized skincare routines, often incorporating sunscreen, antioxidants, retinoids (vitamin A-derived compounds that play a key role in regulating skin cell growth, differentiation and turnover), and moisturizers, are a core component of prejuvenation.

Prejuvenation focuses on a holistic approach, combining skincare, cosmetic procedures, and lifestyle factors to prevent aging signs. Technology-driven treatments like Clear + Brilliant lasers and Sofwave are gaining popularity, riding the trend of prejuvenation. According to Business Research Insight (2025), the global skin rejuvenation market, including prejuvenation, is expected to grow significantly, reaching US$4.02 billion by 2032. Prejuvenation focuses on achieving natural-looking results, subtly enhancing a youthful appearance without dramatic changes. Additionally, the use of antioxidants like vitamin C and niacinamide is becoming central to routines, and facial injectables are increasingly used preventatively, especially among those under 30.

Regenerative Aesthetics Health Industry Overview

The regenerative aesthetics business is also a rising market. The market is propelled by an increasing demand for natural, minimally invasive solutions in skin rejuvenation. As awareness of regenerative medicine grows among consumers, there is a burgeoning market for exosome-based aesthetics products anticipated to expand swiftly, according to Insight Ace’s Regenerative Aesthetics Exosome Products Market Top Players Analysis Report (2025).

In particular, APAC represents a significant portion of the global regenerative medicine market, and its growth rate surpasses the global average, highlighting the region’s pivotal role in the future of regenerative medicine. According to Market Data Forecast (2024), the APAC market accounts for about 8.88% of the global regenerative medicine market as of 2024, accounting for US$2.86 billion out of US$32.19 billion.

Cell therapies are expected to lead the APAC regenerative medicine market

The Southeast Asian region is experiencing rapid growth in stem cell therapies, driven by increasing investments in healthcare infrastructure and heightened awareness of regenerative medicine. Countries such as Singapore, Malaysia, and Thailand are at the forefront of this growth, with significant advancements in stem cell research and clinical applications.

Singapore, with its robust biomedical sector and favorable regulatory environment, is emerging as a key hub for stem cell research and commercialization. The country’s strong support for innovative medical technologies has made it an attractive destination for stem cell research and development. Similarly, Malaysia is contributing to the growth of the biopharma industry in Southeast Asia, playing a pivotal role in advancing global biopharmaceutical developments. Malaysia is also notable for being one of the first ASEAN countries to regulate cell and gene therapy products, which underscores its commitment to establishing a structured regulatory framework for these cutting-edge therapies.

As a result of these developments, Southeast Asia is expected to capture approximately 25% of the market share in the APAC stem cell therapies market, according to Credence Research (2024). The combination of regulatory support, healthcare advancements, and growing public awareness is positioning the region as a key player in the global regenerative medicine landscape.

Growing market for stem cell biotechnology

WJ-MSCs are gaining attention for their high proliferation rates, immunosuppressive (i.e. reducing immune activity) properties, and therapeutic potential. They are being used in medi-aesthetics treatments for skin rejuvenation, improving elasticity, reducing wrinkles, and enhancing texture by promoting collagen production. WJ-MSCs also aid in wound healing by accelerating closure, neovascularization (a process of formation of new blood vessels), and reducing inflammation.

In anti-aging treatments, WJ-MSCs protect against UV-induced damage and stimulate tissue regeneration. Their potential for hair restoration is being explored, focusing on stimulating hair follicle regeneration. Additionally, WJ-MSCs are showing promise in reducing scars and improving the appearance of existing ones. Research is highlighting the paracrine effects (the way cells communicate by releasing signalling molecules that act on nearby cells to influence their behavior without direct contact) of WJ-MSCs, which enhance healing through the secretion of bioactive molecules, and the use of WJ-MSC-derived exosomes as an alternative to direct cell therapy.

Combination therapies involving WJ-MSCs and technologies like decellularized amniotic membranes (membranes that are derived from the innermost layer of placenta) are being explored to improve skin treatments. However, regulatory challenges remain as many WJ-MSC treatments are still experimental. Despite this, WJ-MSCs have a better safety profile compared to adult-derived mesenchymal stem cells (“MSCs”), making them suitable for autologous (when cells, tissues, or biological materials are sourced from and used in the same individual) and allogeneic (when cells or tissues are sourced from a genetically different donor of the same species) transplantations. These trends highlight the growing potential of WJ-MSCs in medical aesthetics, with continued research needed for safe, effective clinical applications.

Stem Cells

Stem cells are the foundation cells for every organ and tissue in our bodies. The highly specialized cells that make up these tissues originally came from an initial pool of stem cells formed shortly after fertilization. Throughout our lives, we continue to rely on stem cells to replace injured tissues and cells that are lost every day, such as those in our skin, hair, blood and the lining of our gut.

There are three main types of stem cells:

•        Embryonic stem cells (ESCs):    These are stem cells derived from the inner cell mass of a blastocyst (a stage of the embryo three to five days following fertilization and prior to implantation). ESCs are pluripotent, meaning they can differentiate into all cell types and organs, such as the heart, lung, skin, sperm, eggs and other tissues

•        Adult stem cells (ASCs):    These are undifferentiated cells found living within specific differentiated tissues in our bodies that can renew themselves or generate new cells that can replenish dead or damaged tissue. ASCs are multipotent, meaning they can differentiate into only a limited range of cell types. ASCs can be further classified based on their source: hematopoietic (blood) stem cells (the foundational cells in bone marrow (soft tissue found in the bones) responsible for producing all types of blood and immune cells), MSCs, neural stem cells (multipotent cells found in the brain and spinal cord that are currently being explored for aesthetics application, such as skin rejuvenation, by enhancing cellular communication and promoting collagen synthesis, etc.), epithelial stem cells (stem cells that continuously regenerate and maintain the epithelial barrier by producing new cells to replace those lost through wear or injury) and skin stem cells

•        Induced pluripotent stem cells (iPSCs):    These are non-reproductive (somatic) ASCs that have been reprogrammed genetically to assume a stem cell-like state (pluripotent state, which refers to the stem cell’s ability to differentiate into nearly all cell types in the body, excluding only extra-embryonic tissues), offering a versatile platform for research and therapy.

Use of Stem Cells in Regenerative Medicine

Given their unique regenerative abilities, stem cells offer new potentials for treating diseases such as diabetes, leukemia and heart disease. Scientists are using stem cells in the laboratory to screen new drugs and to study and identify the causes of birth defects. Much work remains to be done to understand how to use these cells for cell-based therapies to treat disease, which is also referred to as regenerative or reparative medicine.

Some stem cells, such as the adult bone marrow or peripheral blood stem cells (stem cells that circulate in the bloodstream, which are being explored for regenerative therapy applications, such as reducing inflammation), have been used in clinical therapies for over 40 years, such as stem cell transplants for blood disorders such as leukemia and lymphoma, amongst many others. Other examples of stem cell therapies approved for clinical use include the use of ESCs to treat cartilage defects in the United States, MSCs, a type of ASCs, to treat spinal cord injury in Japan and hematopoietic stem cells, another type of ASCs, to treat graft-versus-host disease in Canada. Several therapies using neural stem cells to treat neuronal damage/disease are at the clinical trial stage. There were side effects accompanying these studies and further investigation is warranted. Although there is much research to be conducted in the future, these studies give us hope for the future of therapeutics with stem cell research.

Below is a comparison of the pros and cons of using different types of stem cells — ASCs, ESCs and iPSCs — in stem cell technology:

Source: University of Nebraska Medical Center, https://www.unmc.edu/stemcells/stemcells/, accessed on 1 April 2025

Use of MSCs in Aesthetic Treatments

MSCs are non-haematopoietic (do not originate from the blood-forming lineage), multipotent stem cells with the capacity to differentiate into mesodermal lineage (which is essential in regeneration and aesthetic skin and hair treatments). They are a type of ASCs and usually reside in the bone marrow stroma (the supportive tissues within the bone marrow to support blood cell production), and to a lesser extent, in adipose (specialized connective tissue composed mainly of fat-storing cells), liver, spleen, peripheral blood, umbilical cord blood, and other mesenchymal tissues. There are several types of MSCs according to their location in the body and their origin, including those found in the bone marrow (BM-MSCs), adipose tissue, commonly known as body fat (AT-MSCs) and from umbilical cord (WJ-MSCs).

MSCs are a critical raw material for many regenerative medicine products, including cell-based therapies, engineered tissues, or aesthetic treatments and products. MSCs modulate the host immune systems by secreting various trophic (or growth) factors. Studies have shown that they can reduce inflammation, promote angiogenesis (formation of new blood vessels), and prevent apoptosis (programmed cell death) and fibrosis (excessive tissue repair leading to

scar tissue). Additionally, they stimulate local stem cells to develop new tissue. Animal experiments have confirmed that intracutaneous injection (a technique that delivers small doses of active ingredients directly into the skin) of stem cells or smearing stem cell culture medium outside the skin can stimulate hair follicle growth. Other possible uses include wrinkle removal (through improving the synthesis speed and number of fibroblasts (essential connective tissue cells responsible for producing and maintaining the extracellular matrix, particularly collagen and elastin, which give skin its strength and elasticity)) and skin whitening (through inhibiting enzymes that contribute to the generation of melanin (natural pigment produced in the skin, hair, and eyes, playing a vital role in determining color and protecting tissues from harmful ultraviolet (UV) radiation)).

We utilize WJ-MSCs sourced from umbilical cord instead of other MSCs sourced from bone marrow or fat as WJ-MSCs can be collected non-invasively and ethically from the umbilical cord which is typically discarded as medical waste after childbirth. AT-MSCs and BM-MSCS are collected typically through liposuction and bone marrow aspiration, respectively, which are invasive procedures. Compared to MSCs sourced from bone marrow or fat, WJ-MSCs are younger, exhibit higher growth potential and demonstrate a lower risk of immune rejection. They are also biologically distinct from other MSCs in their youthful profile and strong regenerative signaling through a richer mix of biological signals. (Human Vaccines & Immunotherapeutics, 2016) Secretome in WJ-MSCs are particularly rich in growth factors, cytokines (small proteins secreted by cells that act as messengers to regulate immune responses, inflammation, and tissue repair) and extracellular vesicles, and increasingly used in cell-free therapies to rejuvenate skin, reduce inflammation and promote scarless healing. Its high proliferation rate and low immunogenicity places WJ-MSCs at the forefront of next-generation regenerative and aesthetics application. (Frontiers in Cell and Developmental Biology, 2023)

Source: Stem Cells Therapy Malaysia, https://www.facebook.com/100047209814359/posts/1158034169113566/?mibextid=rS40aB7S9Ucbxw6v, accessed on 1 April 2025.

OUR LICENSED STEM CELL TECHNOLOGIES

Overview

This section describes the patents licensed to us by Supergenics, a related party of the Company, under the License Agreement. We do not engage in scientific research and have limited knowledge and experience in the underlying science of the Licensed Technologies. Achieving the commercial objectives described below would require the support of Supergenics, as the use of the Licensed Technologies in our range of target products and treatment ingredients would entail tacit knowledge and know-how accumulated during the development stage of the patents. Further, scientific and technological advancement in the use of stem cells for aesthetic and therapeutic purposes is complex, and the effectiveness of many of these procedures and products have not been conclusively proven. Stem cell technology involves the use of therapeutic tools developed by modifying and engineering stem cells for a variety of applications in the health industry, ranging from regenerative medicine to drug discovery. It is a key area within biotechnology, a field that uses living organisms, cells, and biological processes to develop products and technologies for various applications, particularly in areas like health, agriculture, industry, and environmental management.

On August 18, 2024, Supergenics, a related party, granted us a license to use the Licensed Technologies in the APAC region. Pursuant to the License Agreement, we have an exclusive license to use two patents owned by Supergenics, along with one patent filed in 2024 pending grant issuance. For more information, please refer to the section titled “Business — Our Future Business Activities” below.

All Malaysia patents are filed and protected under the Patent Cooperation Treaty (PCT). We are able to seek patent protection in 158 countries, including Malaysia, by filing a single international patent application.

Our Licensed Stem Cell Technologies

The three licenses (one awaiting grant issuance in 2030) give us the know-how and legal right to identify stem cells and to extract and proliferate MJ-MSC.

Stem Cell Gene Testing: Identification of Stem Cells

We believe the license, when coupled with additional research and development support from Supergenics, would enable us to introduce the following aesthetics treatments:

1.      Skin Rejuvenation:    By identifying stemness genes, bio-regenerative aesthetics treatments can be tailored to enhance the regenerative capacity of skin cells, promoting youthful and healthier skin. This could involve using stem cell-derived products like secretome and exosomes, or stimulating the body’s own stem cells. Cell secretome is a set of molecules that cells secrete into their surrounding environment. It functions as a “communication system”, allowing cells to interact with and influence other cells. Secretome contains various components, such as proteins, growth factors and exosomes. Exosomes are tiny, membrane-bound vesicles, it functions as a “messenger” and carries proteins and other molecules between cells.

2.      Wound Healing and Scar Reduction:    Stemness genes detection can guide therapies that accelerate wound healing and minimize scarring, which is particularly valuable in aesthetic procedures like laser treatments or surgeries.

High yield clinical grade WJ-MSC Culture: Proliferation of MSCs

High-yield clinical grade WJ-MSC culture represents an advanced, scalable platform for harnessing the regenerative power of these cells. Supergenics Berhad is one of the few companies in Malaysia that is authorized by the Ministry of Health Malaysia to access umbilical cords (biological waste) strictly through donations by mothers for the cultivation of WJ-MSCs.

We believe the license, when coupled with additional research and development support from Supergenics, would enable us to introduce the following aesthetics treatments:

1.      Skin Rejuvenation and Anti-Aging:    By injecting WJ-MSCs directly into targeted facial areas, it can stimulate dermal renewal. Their secreted factors help boost collagen production, smooth fine lines, and improve overall skin texture. The use of the cell secretome (also known as conditioned media) derived from WJ-MSCs offers a non-cellular approach. Notably, the cell secretome collected from stem cells stimulates collagen production and improves skin hydration, texture and elasticity. It can be administered topically or through methods such as microneedling and injectables.

2.      Scar Revision and Wound Healing:    In post-procedural applications, such as after laser treatments or surgical interventions, WJ-MSCs can be applied to promote faster tissue recovery, reduce inflammation, and minimize scarring by enhancing natural wound healing mechanisms. Their role in promoting angiogenesis also ensures that the treated area receives improved blood flow, essential for nutrient delivery and efficient remodeling of scar tissue.

3.      Hair Restoration:    The paracrine effects of WJ-MSCs (where cells communicate with and influence nearby cells by releasing signaling molecules into the surrounding tissue) can stimulate the microenvironment around hair follicles, potentially improving blood circulation and fostering conditions that may reactivate dormant follicles for hair regrowth.

4.      Bio-Cosmeceuticals:    This patented application offers an innovative and scientifically sound foundation for developing bio-cosmeceutical products like exosomes. By leveraging the cells’ secretome — a treasure trove of regeneration-promoting bioactive molecules — formulated products can deliver natural anti-aging, skin rejuvenation, and repair benefits without resorting to synthetic chemicals or invasive procedures. This approach not only elevates the effectiveness of beauty products but aligns with a broader trend toward regenerative, nature-inspired skincare.

BUSINESS

Overview

Established in Singapore in 2009, we are a customer-centric, science-backed aesthetics services provider. We prioritize delivering an unparalleled, premium experience for our customers by emphasizing safety, privacy and patient comfort. In addition to the market’s prevailing medi-aesthetics treatments, our suite of science-backed aesthetics services also includes bio-regenerative treatments and other advanced therapies. Our services are rendered through five strategically located clinics staffed by experienced doctors and equipped with advanced medical devices. Our mission is to elevate the overall well-being of our customers by offering personalized anti-aging and longevity healthcare and aesthetics solutions. In the 16 years since the commencement of our business, we have served more than 300,000 customers. For the fiscal years ended September 30, 2023 and 2024, we recorded net income of S$2,779,363 and S$3,135,182 (US$2,443,561), respectively. Our operating cash flow in the same periods were S$2,224,293 and S$2,667,256 (US$2,078,859), respectively. For the nine months ended June 30, 2024 and 2025, we recorded net income of S$1,356,084 and S$2,088,961 (US$1,642,342), respectively. Our operating cash flow in the same periods were S$2,492,221 and S$695,120 (US$546,504), respectively.

We offer a broad range of non-surgical, minimally invasive treatments to our customers in our clinics. The technological concept, procedures and equipment used to administer such treatments are carefully selected by our experienced doctors. Our treatments are designed based on scientific evidence and delivered by personnel with medical knowledge, training and experience.

Our services can be classified into two categories: bio-regenerative treatments and medi-aesthetics treatments. Bio-regenerative treatments are generally marketed as aesthetics solutions at the forefront of our industry. They are grounded on the skin’s natural ability to regenerate and repair itself through the use of natural bio-cosmeceutical products, such as plant-based exosomes and stem cells, as skin boosters. Medi-aesthetics treatments are solutions delivered through the use of technologies that are regarded as the industry norm, including non-invasive procedures of laser and other energy treatments and minimally invasive procedures using botox and other chemical ingredients.

For the fiscal years ended September 30, 2023 and 2024 and the nine months ended June 30, 2024 and 2025, we derived 39.2%, 43.0%, 34.0% and 35.0% of our revenue from bio-regenerative treatments, and 60.8%, 57.0%, 66.0% and 65.0% of our revenue from medi-aesthetics treatments, respectively.

2023 marked a pivotal milestone for us. In early 2023, we started building a strategic partnership with Supergenics Berhad, a life science and biotechnology company listed on the Malaysia stock exchange. Their commitment to innovation is exemplified by their science-backed, proprietary methods and patents in stem cell technology, which includes high-yield culture of WJ-MSCs. In August 2024, Supergenics and us formally established a synergetic science-meets-beauty alliance by entering into the License Agreement. Pursuant to the License Agreement, we have an exclusive license to use two already granted patents owned by Supergenics and one patent filed in 2024 which is pending grant issuance. The license gives us the exclusive regional right in the APAC region, including the option to grant sublicenses, to develop our own commercial products and services using Supergenics’ patented CGTPs. For more information, please refer to the section titled “Business — Our Future Business Activities” below.

We believe the partnership will give us a competitive advantage in the science-backed aesthetics market. The use of proprietary patented technologies in bio-regenerative treatments will give us a vertically integrated bio-cosmeceutical platform in the market. Our strategy is to leverage the business alliance in the development of a range of anti-aging and longevity solutions unique in the APAC region with the support of Supergenics’ research team.

We are managed by practitioners with relevant professional knowledge and experience in our field. Our management is supported by a talented pool of skilled cell-based experts, scientists and biomedical professionals. We have also recruited professionals with strong marketing experience and business development acumen to react to changing market demands. We aim to further strengthen our brand by introducing new bio-regenerative aesthetics treatments and products from time to time consisting of biotech ingredients that are grounded on patented elevated efficacy at clinically tested concentrations.

Our growth strategy is to expand our business in the bio-regenerative market through innovation. We will seek to distinguish ourselves from competitors in this market using proprietary technologies developed by our exclusive business partner, Supergenics, who has granted us a license to use the Licensed Technologies in the APAC region.

Our goal is to build a unique brand for the business by positioning ourselves as an engineer capable of converting new bio-cosmeceutical technologies into a broad range of transformative, sustainable, and effective aesthetic solutions catered to different demographic groups. We will also seek to expand our geographical footprint to other countries in the APAC region through internal growth, strategic partnerships and acquisitions.

Our Competitive Strengths

We are a “one-stop shop” capable of offering tailor-made, science-backed aesthetics solutions.

We position ourselves as a customer-centric, science-backed aesthetics service provider with a comprehensive range of non-surgical, minimally invasive solutions catered to the needs of a broad range of customers. We prioritize delivering an unparalleled, premium experience for our customers by emphasizing safety, privacy and patient comfort. Our commitment ensures that every customer feels valued and at ease throughout their treatment journey at our clinics. In addition to the market’s prevailing medi-aesthetics treatments, our suite of science-backed aesthetics services also includes bio-regenerative treatments and other advanced therapies. Our treatments are administered by licensed doctors and supported by cutting-edge technologies. We continually update our offerings to reflect the latest innovations in the medi-aesthetics field, such that our customers can receive the most effective treatments available. Our customers can construct their personalized aesthetics solutions by selecting and combining different treatments and schedule the timing and frequency of the treatments selected. We are currently offering more than 100 skin, face, body and hair treatments and a small selection of in-house and externally sourced skincare products designed to enhance the results of our treatments, such that customers have the tools to maintain their skincare and wellness at home.

Our mission is to elevate the overall well-being of our customers through personalized holistic solutions based on customer-specific medical findings and science-backed technologies. The holistic integration of medical expertise and aesthetics signifies a transformative shift toward personalized healing from within, transcending mere superficial aesthetics to embrace genuine rejuvenation.

Our network of clinics is spread out in different areas of Singapore, each selected for the convenience of customers with different profiles and habits.

Our five clinics are located in different areas in Singapore, ranging from shopping and business districts to the more populated residential areas. All clinics are within short walks from major transport nodes. Our clinic at the Scotts Medical Centre is located in Singapore’s main shopping district for the convenience of tourists and the general public. Our clinic at One Raffles Place is located in Singapore’s central business district for the convenience of professionals and office workers. Our clinic at Novena Medical Centre is located in a prime residential area in the center of Singapore. Our clinic at the Heartland Mall is located in Kovan, a vibrant residential area in the center of Singapore. Our clinic at the Westgate Mall is located in the west part of Singapore for the convenience of government employees and hospital staff. Our Heartland Mall and Westgate Mall locations were selected to facilitate customers living in rural zones scattered across Singapore.

Many of our innovative treatments are developed using technologies in the early phase of their life cycle.

The science-backed aesthetics market is characterized by rapid technological advancements and breakthroughs. We are committed to staying at the forefront of the market by embracing the latest medical technologies. Our medical personnel are closely involved in our development of new treatments and improvements on the effectiveness and quality of existing treatments. As science advances, we are seeing an agreeable paradigm shift across the sector, integrating regenerative medicine principles into aesthetics practices. This is reshaping the aesthetics landscape, offering innovative solutions that extend beyond solely cosmetic enhancements. We embrace new technologies in the aesthetics field and are proactive in the adoption of such technologies in treatments of different nature.

We have a proven track record in the quality of our services.

Our business is conducted under the ClearSK trade name. We believe the ClearSK brand is well known and with a good reputation in the science-backed aesthetics market. We have won multiple awards, including the Winner of the Singapore Prestige Brand Award for Promising Brands. For more information, please refer to the section titled “Business — Our History” below.

Our 16 years of experience in the aesthetics industry has made us more sensitive to customer needs. We place strong emphasis on our respect for customer values, needs and preferences and our delivery of effective and quality services to customers. Our clinics are designed to create an upmarket atmosphere and a soothing environment for customers’ comfort. A substantial portion of our equipment and materials used in our clinics are sourced from the US, Europe and Korea. Our employment of doctors and other medical professionals also account for our customers’ confidence in us, such that they entrust us to enhance their well beings and pursuit of their aesthetic goals.

Our management consists of experienced professionals with different career backgrounds.

Our management team possesses extensive experience and technical expertise in the areas they are responsible, as well as business relationships with leaders in the aesthetics industry. Our chief executive officer since 2022, Mr. Wong, is a veteran in corporate finance, restructuring and initial public offerings, including the listings of small and mid-sized companies on the Catalist board of the Singapore Stock Exchange. He is primarily responsible for the development of business strategies and management of relationships with key stakeholders. Our deputy chief executive officer, Mr. Then, has more than 16 years of experience in the aesthetics industry. He is primarily responsible for strategic planning and execution and operational matters. Our Chief Medical Officer, Dr. Shiau has more than 16 years of medical experience in the industry. They are primarily responsible for overseeing the quality of our services, including the review of the contents of our wide range of treatments for safety and effectiveness and selection of the relevant equipment. All of the doctors employed by us are licensed and accredited by the MOH in Singapore and have extensive medical experience in this area. Our therapists are subject to stringent training protocols and their performance are reviewed regularly. We offer on-the-job and external training to our medical professionals, so that they are kept abreast on the latest techniques and technologies in our market.

Our Growth Strategies

We will focus on the development, production and distribution of treatments and products using the patented cell-based bio-cosmeceutical technologies licensed to us.

We have an exclusive APAC regional right to use two patents owned by Supergenics, along with one patent filed in 2024 pending grant issuance held by our business partner Supergenics under the License Agreement. Upon completion of this offering, we intend to leverage these licensed stem cell technologies under the License Agreement to broaden the variety and bolster the effectiveness of our service offerings and develop our own branded products. We are in the early stages of exploring and evaluating potential product formats and service modalities, including stem cell drips and topical applications. The first series of our branded products will consist of bio-enabled, cosmetic science skin care products containing secretomes and exosomes. These ingredients are recognized in the aesthetics industry for their power of skin regeneration, which could reduce wrinkles, improve skin elasticity, foster the growth of anti-inflammatory molecules, enhance collagen production, reduce oxidative stress and improve skin hydration.

We believe that our exclusive partnership with Supergenics places us at the forefront of regenerative aesthetics. The alliance has given us a vertically integrated platform for our direct access to advanced cell-based biologics expertise. Access to technical data and other knowledge will accelerate our development of effective and reliable treatments, enhance the efficiency of our operations, and increase our innovation capability, all of which could distinguish us from our competitors.

By incorporating stem cell-based innovations, we are able to apply a scientific approach to create advanced regenerative skincare and aesthetics treatments that promote skin regeneration, repair, and rejuvenation at a cellular level. By applying the patents under the License Agreement, we intend to develop and introduce efficacious and high-quality regenerative treatments and products. These treatments and products will be designed to serve one or more functions, such as hair growth, skin care and natural body healing.

Currently we expect to launch our first product, an enhanced product of ShineExo, after the offering. ShineExo is developed by Supergenics using “Characteristics Stem Cell Gene Testing — Stemness Gene Detection and methods thereof” (MY172477A), one of the patents under the License Agreement, it is one of Supergenic’s CGTPs where we can develop our own commercial products. This patent outlines a method to assess stem cell quality by measuring gene expression linked to stemness, which enables the selection of highly regenerative stem cells, leading to enhanced exosome production. These exosomes, rich in bioactive molecules, are ideal for therapeutic and cosmetic applications. ShineExo is a secretome and exosome-based product designed for use in skin treatments with skin restoration effects.

It has been approved by the HSA on December 27, 2024 for market sales. ShineExo is currently designed as a serum for topical application, we intend to explore other potential product formats and service modalities to enhance the effects of the active ingredients before launching the product under the existing ShineExo brand, or our own proprietary brand.

We will monitor technological developments and incorporate suitable ones, such as artificial intelligence, into our IT infrastructure.

We are conscious of the importance of technology in the science-backed aesthetics market. We are also planning to adopt more artificial intelligence (“AI”) tools in consultation sessions, such as visual simulation of potential treatments and real-time skin analysis. Such AI tools could provide customers with additional information on their purchase and doctors with more data to design personalized treatment plans.

We plan to further improve operational quality and capabilities through the adoption of digitalized technology and the upgrade of our software infrastructure. By integrating state-of-the-art software solutions, automation tools, and data-driven technologies, we can streamline processes, reduce operational inefficiencies, and provide a seamless experience for both employees and customers. Upgrading our IT infrastructure will allow us to enhance system reliability, ensure data security, and enable real-time tracking and analytics, which will drive smarter decision-making. Additionally, by leveraging technologies such as AI and machine learning, we can offer personalized services and anticipate customer needs more effectively. These technological advancements, combined with the expertise of our highly trained personnel, will create a solid foundation for improving service delivery, optimizing operational workflows, and ultimately achieving long-term success in an increasingly competitive market.

We will expand into other countries in the APAC region in the mid to long run.

One of our goals is to become a standard-setting engineer of innovative regenerative cell therapies in Asia Pacific. As part of our strategy to accomplish this goal, it is our mid to long term plan to expand our business operations in Singapore and other Asia Pacific regions. We adhere to the principle of using a science-forward, biotech-centric approach to improve the quality of aesthetic outcomes by harnessing the body’s natural repair mechanisms. We believe our principle is in line with Asian cultures and will help us foster long-term relationships with customers and healthcare providers.

We plan to grow internally by establishing new clinics outside Singapore. We are also preliminarily evaluating the feasibility of entering into comparable markets in Indonesia, Malaysia, Thailand and Vietnam through strategic partnerships with local service providers. Our evaluation efforts include conducting early-stage market research in these countries. As of the date of this prospectus, no definitive arrangements or material expansion plans have been established. We believe that our track record of providing effective solutions and quality services will be the foundation of our expansion strategy in APAC.

We are open to business expansion through suitable strategic acquisitions and joint venture partnerships with prospective business partners. Depending on available opportunities, feasibility of such strategy, and market conditions, we will leverage our business network to explore strategic acquisition and joint venture opportunities with companies in complementary businesses. This includes acquiring companies that already have an established brand and a track record of offering science-backed aesthetics treatments that are safe and effective. When evaluating such opportunities, we will consider factors such as the acquisition of capabilities, skills, technology, and/or operational processes synergistic to our business. Where suitable opportunities present themselves, we may franchise or sub-license our network of clinics through business partners.

We will monitor and respond to market trends by developing services and products catered to new demographic groups

Many of our treatments and products can be modified to cater to other customer groups. For example, to capture the increasing market demand for services and products designed to improve individual well beings and slow down ageing, we are evaluating the commercial viability of offering medical assessments on body functions as a top-up service or a stand-alone clinical consultation service.

We believe having a diversified customer base could strengthen our brand and protect our market position. We seek to broaden the range of our service offerings and capture new market segments by focusing on two key growth areas: younger customers and male customers. Between 2022 and 2024, we observed a significant demographic shift in our customer base toward younger age groups. The share of customers aged 25 to 34 increased from 14% to 20%, and those aged 35 to 44 rose from 27% to 31%. Together, these groups constituted 51% of our total customer base, up from 41% in 2022. In contrast, older age segments declined, with customers aged 45 to 54 dropped from 33% to 30%, while those aged 55 and above decreased from 20% to 15%. The youngest group, aged under 25, declined slightly from 6% to 4%. Overall, these changes reflect our strategy to attract a younger audience and diversify our market presence. To capture the rapidly growing “pre-juvenation” market trend, a concept emphasizing the importance of preventing signs of aging before they manifest, we will consider developing skincare products and aesthetics treatments for the younger generation, especially individuals who are conscious of their appearances.

As societal gender norms evolve and more men embrace self-care and grooming, we understand that there is an increasing market demand for services tailored specifically to their needs. Between 2022 and 2024, while our customer base remained predominantly female, the proportion of male customers increased modestly. Female customers declined slightly from 96% in 2022 to 93% in 2024, while male customers grew from 4% to 7%. This rise indicates initial traction in our efforts to engage the male segment. To capture opportunities in the male aesthetics market, we seek to modify and develop new services and products, such as skincare products and aesthetics treatments designed for men’s skin and body types, and new marketing language that resonates with male customers. By refining our services to be more inclusive and targeted, we intend to effectively capture a larger share of the male demographic, which is becoming an increasingly important part of the beauty and wellness market.

We will continue to invest in talents.

We recognize that attracting and retaining experienced personnel is a key pillar in delivering exceptional service. Our goal is to maintain a dedicated team of skilled professionals who are committed to providing top-tier service. To maintain our market position in the competitive aesthetics industry, we will continue our investments in our medical professionals, therapists and staff in three main areas. First, we will continue our recruitment efforts by offering competitive compensation packages, comprehensive training programs, and opportunities for career advancement. Second, we will foster a positive work environment that prioritizes employee satisfaction and development, Third, we will actively work on enhancing our company culture to ensure that our employees feel valued and motivated.

Our History

The summary of milestones in our operational history is set out below:

Our Existing Business Activities

We deliver our range of services through two operating segments: (i) bio-regenerative treatments and (ii) medi-aesthetics treatments. The revenue breakdown for each of our operating segments is set out below:

Bio-Regenerative Treatments

Bio-regenerative treatments are generally marketed as aesthetics solutions at the forefront of our industry. They are grounded on the skin’s natural ability to regenerate and repair itself through natural bio-cosmeceutical products. Instead of synthetic chemicals and invasive procedures, organic ingredients are infiltrated into human skin cells to “boost” cell activities, such that there is a gradual and more sustainable improvement in skin quality. Bio-regenerative treatments represent a transformative shift from the prevailing procedures in the science-based aesthetics market, as its underlying emphasis is personalized healing from within. Unlike medi-aesthetics treatments, which typically offer quick and often immediately apparent results, bio-regenerative treatments are designed to be a long-term anti-aging and skin recovery solution, as they require a series of treatments over time to yield optimal results. They appeal to customers looking to naturally improve their skin health from within.

Since 2022, we started providing bio-regenerative aesthetics treatments using RF microneedling and bio-stimulator injectables performed in combination with skin boosters which aim to enhance the skin’s natural ability to regenerate and repair itself, such as plant-based exosomes and stem cells, salmon DNA-extracted polynucleotides (“PN”), growth factors, hyaluronic acid (“HA”) or peptide serums. PN is a skin booster derived from salmon DNA, it is a more concentrated form of PDRN (discussed below) and known for its potent regenerative effects, stimulating cell regeneration, improving skin thickness, firmness and elasticity. HA is a naturally occurring substance in the human body, known for its ability to retain moisture, keep skin hydrated and reducing appearance of fine lines. Peptide serums use amino acid chains to boost collagen, reduce wrinkles, and support skin repair and hydration. Our bio-regenerative