As filed with the U.S. Securities and Exchange Commission on December 12, 2025.

Registration No. 333-290188

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SunHo BioTech Group Ltd

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

3 Kim Chuan Lane #02-01

Singapore 537069

+65 6274 8606

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

COGENCY GLOBAL INC.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+1-800-221-0102

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

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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

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

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

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

Emerging growth company. ☒

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

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

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SunHo BioTech Group Ltd

2,500,000 Class A Ordinary Shares

This is the initial public offering of SunHo BioTech Group Ltd. Prior to this offering, there has been no public market for our Class A Ordinary Shares. We are offering 2,500,000 of our Class A Ordinary Shares, par value $0.0005, at an initial public offering price of $4 per share. We intend to list our Class A Ordinary Shares on the NYSE American under the symbol “SGSH.” The closing of this offering is conditioned upon NYSE American’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on NYSE American.

Immediately after this offering, assuming an offering size as set forth above, Eng Tong Sim will, directly and through his wholly-owned company, hold 100% of our outstanding Class B Ordinary Shares and 20.85% of our outstanding Class A Ordinary Shares, which represent approximately 86.23% of the total voting power (or approximately 86.04% of the total voting power if the underwriter’s option to purchase additional shares is exercised in full). As a result, we expect to be a “controlled company” as defined by the NYSE American Company Guide. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we currently do not intend to rely on the “controlled company” exemptions under the NYSE American Company Guide, we could elect to rely on the exemptions after we complete this offering. See section titled “Prospectus Summary—Implications of Being a Controlled Company”.

We have a dual class ordinary share structure. Our Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A and Class B Ordinary Shares have the same rights, including dividend rights, except that holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to twenty five votes per share, and Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances. Upon the transfer of any Class B Ordinary Share by a holder thereof to any person other than an affiliate of the holder or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not an affiliate of such holder, such Class B Ordinary Share will be automatically and immediately converted into one Class A Ordinary Share. See “Description of Share Capital—Ordinary Shares” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares.

Investing in the Class A Ordinary Shares involves a high degree of risk. See section titled “Risk Factors” beginning on page 13 of this prospectus.

We are a “controlled company,” as well as an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See section titled “Prospectus Summary—Implications of Being a Controlled Company” and “Prospectus Summary—Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information.

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

This offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the Class A Ordinary Shares if any such shares are taken. We have granted the underwriter an option for a period of forty-five (45) days after the closing of this offering to purchase up to 15% of the total number of our Class A Ordinary Shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. If we complete this offering, net proceeds will be delivered to us on the closing date.

The underwriter expects to deliver the Class A Ordinary Shares to purchasers against payment on             , 2025.

US Tiger Securities, Inc.

The date of this prospectus is              , 2025

TABLE OF CONTENTS

The definitions of certain capitalized terms used in this prospectus can be found in the section titled “Prospectus Summary—Conventions Which Apply to this Prospectus” beginning on page 8 of this prospectus.

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

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, or on any free writing prospectus, that we have authorized for use in connection with this offering. Neither we nor the underwriter have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriter take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriter are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of the Class A Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

RISK FACTORS

An investment in our Class A Ordinary Shares involves various risks. Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this prospectus before deciding to invest in our Class A Ordinary Shares. The following section describes some of the significant risks known to us now that could directly or indirectly affect us and the value or trading price of our Class A Ordinary Shares and should not be construed as a comprehensive listing of all risk factors. The following section does not state risks unknown to us now but which could occur in the future and risks which we currently believe to be not material but may subsequently turn out to be so. Should these risks occur and/or turn out to be material, they could materially and adversely affect our business, financial condition, results of operations and prospects. To the best of our Directors’ knowledge and belief, the risk factors that are material to investors in making an informed judgment have been set out below. If any of the following considerations and uncertainties develops into actual events, our business, financial condition, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Class A Ordinary Shares could decline and investors may lose all or part of their investment in our Shares. Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Class A Ordinary Shares from their professional advisers before making any decision to invest in our Class A Ordinary Shares.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this prospectus. See section titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

We have a history of net losses, which may continue in the future.

We have incurred net losses and we may not be able to achieve or maintain profitability in the future. We incurred net losses of S$4.96 million and S$2.77 million (US$2.03 million) for the years ended December 31, 2023 and 2024, respectively. For the six months ended June 30, 2025, we incurred a net loss of S$179,497. We expect our operating expenses to increase over the next few years as we hire additional personnel, expand into new geographies, expand our operations and infrastructure. In addition, as we grow after becoming a public company, we will incur additional significant legal, accounting, and other expenses that we did not incur as a private company. If we are unable to maintain revenues high enough to offset the expected increases in our operating expenses, we will not be profitable in future periods.

We have significant working capital requirements and have historically experienced working capital deficits. If we continue to experience such working capital deficits in the future, our business, liquidity, financial condition and results of operations may be materially and adversely affected.

We had a working capital deficit, which is total current assets deducted by total current liabilities, of S$9.56 million as of December 31, 2023, and a positive working capital of S$0.72 million (US$0.50 million) as of December 31, 2024. For the six months ended June 30, 2025, our working capital stood at S$2.12 million (US1.67 million). Working capital constraints have in the past and may continue to constrain our ability to grow revenues. The working capital deficits will further restrict our liquidity position and have a negative impact on our ability to repay current liabilities. Although we had a positive working capital as of December 31, 2024 to meet our ongoing working capital needs and fund our continuous growth, there is no assurance that we will generate sufficient net income or operating cash flows to meet our working capital requirements and repay our liabilities as they become due in the future. For actions that we plan to take in order to address our working capital deficit, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” There can be no assurance, however, that we will be able to successfully take any of these actions in a timely manner, including prudently managing our working capital, or raising additional equity or debt financing on terms that are acceptable to us. Our inability to take these actions as and when necessary could materially adversely affect our liquidity, results of operations, financial condition and ability to operate.

Our ability to continue as a going concern depends in part on improving our operating and financing conditions.

We have incurred recurring losses from operations, negative working capital, and net operating cash outflow to date. For the years ended December 31, 2024, the Company reported net losses of S$2,770,705 (2023: S$4,958,407) and negative operating cash flows of S$3,861,573 in 2024 (2023: S$2,227,080).  For the six months ended June 30, 2025, the Company reported a net loss of S$179,497 and negative operating cashflows of S$751,430. Our audited consolidated financial statements for the fiscal years ended December 31, 2023, and 2024 include disclosure regarding substantial doubt about the Company’s ability to continue as a going concern within twelve months from the date the financial statements are issued. The Company’s financial statements were prepared assuming that it will continue to operate in the normal course of business for the foreseeable future. As of December 31, 2024, the Company incurred a net loss of S$2,770,705 and reported negative operating cash flows of S$3,861,573 for the year then ended. The Company also had an accumulated deficit of S$45,525,641 and held cash and cash equivalents of S$1,544,933. Based on the Company’s average cash burn rate, the available cash balance indicates a limited operating runway.

The Company’s ability to continue as a going concern is dependent, in part, on its ability to improve its operating conditions and raise additional capital through equity offerings or debt financings. To fund operations for the next year, we plan to utilize new loans, shareholder advances, and upfront payments from distributor orders. Beyond the next twelve months, we aim to achieve self-sustaining cash flow by fiscal year 2026 through revenue growth, market expansion, and licensing, while securing additional financing despite negative cash flow and market challenges. However, although we intend to continue to pursue these plans, there can be no assurance that we will successfully execute these strategies or secure the necessary capital on favorable terms, if at all. Factors such as economic downturns, shifts in investor confidence, or unforeseen operational setbacks could impact our ability to achieve these goals. If we are unable to improve operating performance or obtain sufficient funding, we may need to implement cost-cutting measures, delay strategic initiatives, or explore alternative financing arrangements to sustain operations. If we cannot continue as a going concern, we may be forced to discontinue operations and liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, which would cause holders of our Class A Ordinary Shares to lose all or a part of their investment.

Competition in waste management industry and agricultural industrial products is intense and requires continuous technological development.

We currently face direct and indirect competition in the markets in which we operate. In particular, our RTD System faces competition from Chinese manufacturers offering low-cost digestion systems, local brands with strong regional advantages, alternative technologies like anaerobic biogas digesters prevalent in Europe, and smaller-scale solutions targeting home users. Chinese waste management systems’ affordability appeals to budget-conscious markets, and local brands leverage consumer loyalty and tailored solutions. Anaerobic digesters, with their biogas production, challenge our aerobic approach, particularly in established markets, while smaller units compete for residential demand. Failure to effectively differentiate and adapt to these competitive pressures risks losing market share and hindering growth, particularly in price-sensitive and regionally loyal markets.

Some of our competitors may have a broader national presence than us, a more established branding recognition than us in major markets and more financial or other resources than us. Others may have smaller aggregate businesses than us but may be more established and have greater market presence and brand name recognition on a local or regional basis. We are also subject to competition from other large national and international companies. These companies may have more financial or other resources than us. If we fail to compete effectively, our business operations and financial condition will suffer. We may be unable to compete successfully against our current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for products containing our technology. In addition, many of our competitors have substantially greater financial, marketing, sales, distribution and technical resources than us, and some of our competitors have more experience in R&D, regulatory matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Mergers and acquisitions in the waste management technology, plant science, specialty food ingredient and agricultural biotechnology and chemical industries may result in even more resources being concentrated among a smaller number of our competitors.

Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors, which will prevent or limit our ability to generate revenues from the commercialization of our technology. At the same time, the expiration of patents covering existing products reduces the barriers to entry for competitors. Our ability to compete effectively and to achieve commercial success depends, in part, on our ability to control manufacturing and marketing costs; effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers or growers and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.

We may not be successful in developing marketable or commercial technologies in the future.

Currently, our primary revenue generation centers around the commercialized RTD System, which includes the Biomax Digester and the essential BM1 enzyme. To address the growing demand for smaller-scale solutions, we plan to develop compact Biomax Digester units tailored for residential applications and small businesses. This initiative responds to competitors’ affordable home digester units, enabling us to expand our product portfolio and capture this emerging market segment while continuing to serve our core commercial customer base. Therefore, our future success depends in part on our ability to successfully develop smaller digesters or new models of digesters producing high value fertilizer. It may take several years, if at all, before these new models of digester complete the development process and become available for production and commercialization.

As of the date of this prospectus, our RTD System has been patented and commercialized and we offer our Biomax Digestors in seven standardized sizes. There can be no assurance that our future new model digesters will be viable for commercial use, or that we will be able to generate revenues from those technologies, in a significant manner or at all. If our future digester or other products that utilize our waste management technology are unsuccessful in achieving their desired effect or otherwise fail to be commercialized, we will not receive revenues from our customers from the commercialization of the products and technologies we develop, which could materially and adversely affect our business, financial condition, results of operations and growth strategy.

Products we develop in the future may be unsuccessful or fail to achieve commercialization for any of the following reasons:

The loss of any of our key suppliers and/or customers could have a materially adverse effect on our results of operations.

We consider our major suppliers in each period to be those suppliers that accounted for more than 10% of overall purchases in such period. Although we believe that we can locate replacement suppliers readily on the market for prevailing prices and that we may not have significant difficulty replacing a given supplier, any difficulty in replacing such a supplier could adversely affect our company’s performance to the extent it results in higher prices, slower supply chain and ultimately less desirable results of operations.

The majority of our revenue stems from individual orders for the Biomax Digester. As a result, our revenue is heavily reliant on securing new customers and fulfilling one-time orders, leading to significant variability in sales from period to period. Unlike businesses dealing in commodity, we do not rely on long-term or framework agreements with customers, as our sales are driven by the specific needs and timing of each order. This lack of recurring contracts means that our major customers often change from one period to the next, depending on when orders are placed. Another component of our revenue model is the sale of the BM1 enzyme, which is exclusively sold to Biomax Digester owners and represents a recurring revenue stream. Under the sale and purchase agreements for the Biomax Digester, purchasers are contractually obligated to order a fixed quantity of BM1 enzyme on a semi-annual or annual basis for a period ranging from six months to three years, depending on the contract. However, we cannot guarantee that customers will continue to purchase BM1 enzyme beyond the prescribed contractual period. If customers opt not to renew their enzyme orders after the prescribed contractual period, this could reduce our recurring revenue, impacting our financial performance. Maintaining strong relationships with Biomax Digester owners is critical to sustaining both digester sales and the recurring revenue from BM1 enzyme purchases. However, there is no assurance that we can maintain good relationships with these customers or consistently attract new digester purchasers to replace or supplement existing ones. Our major customers often vary from period to period based on the timing of digester orders, and the absence of long-term contracts for digester sales heightens the risk of revenue volatility. The loss of major customers, failure to secure new ones, or a decline in BM1 enzyme reorders could materially adversely affect our business, financial condition, and results of operations.

Moreover, we provide warranty for Biomax Digester sold to our customers, covering specific or all parts under normal use. These warranty obligations are designed to build trust and strengthen customer relationships by ensuring reliable performance and support. However, if defects occur, requiring repairs or replacement parts, warranty claims could increase operating costs and strain relationships with customers, particularly if resolution is delayed or perceived as inadequate. Significant warranty claims, unresolved maintenance issues, or legal disputes could erode customer confidence, discourage repeat purchases of BM1 enzyme or future digester orders, and negatively impact our financial condition and operational results.

We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We have entered into a number of transactions with related parties, including our shareholders, directors and executive officers. See “Related Party Transactions” in this registration statement. We may in the future enter into additional transactions with entities in which members of our board of directors and other related parties hold ownership interests.

Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as the treatment of events of default.

Currently, our Board of Directors has authorized the Audit Committee upon its formation to review and approve all material related party transaction.

We rely on the laws of the Cayman Islands, which provide that directors owe a duty of care and a duty of loyalty to our company. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate, may have an adverse effect on our business and results of operations or may result in government enforcement actions or other litigation.

Our research and development cycle is lengthy and uncertain and we may never generate revenues or earn revenues on the sale of our future products.

Although our RTD System has already been commercialized, continuous upgrades and enhancements of our RTD System, including the Biomax Digester and BM1 enzymes, are necessary to maintain its competitiveness, and there is no guarantee these efforts will generate significant revenues. Ongoing research and development in the waste management and biotech industries is costly, complex, lengthy, and uncertain, requiring substantial resources and extended timelines to refine and adapt the system to evolving market needs. Upgrading the RTD System involves risks such as:

We intend to invest in ongoing R&D and field testing to continuously upgrade the RTD System, but there is no assurance that these upgrades will sustain or increase revenues without significant delays, unexpected costs, or at all. If we fail to successfully upgrade the system to maintain its competitiveness, we risk losing market share, declining relevance, and reduced profitability in a highly competitive industry.

We depend on our key personnel and research employees, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel.

Our business is dependent on our ability to recruit and maintain highly skilled and qualified individuals through direct employment or collaboration arrangements, with expertise in a range of disciplines, including micro-technology, chemistry, agronomics, mechanical engineering, and other subjects relevant to our business. Our ability to recruit such a work force depends in part on our ability to maintain our competitive position in the agricultural biotech industry. Maintaining our ability to attract highly-skilled workers and leading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of-the-art facilities, as well as our ability to consistently and successfully commercialize our technology. There can be no assurance that we will be able to maintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.

We may not be able to enforce non-compete provisions set out in the employment contracts with our employees, and therefore we may be unable to prevent our competitors from benefiting from the expertise of our former employees.

Notwithstanding that we have provided for non-compete provisions in the employment contracts with our employees to limit our key employees from joining our competitors or competing directly against us, such non-compete provisions, particularly those in the context of employment, are void and unenforceable at first instance under the laws of Singapore, unless it can be established that such provisions protect our legitimate interest, for example, (a) restraining an employee from misusing any trade secrets (i.e., confidential information); (b) protecting the special trade connections established by the employee with our customers; and (c) maintaining a stable, trained work force. Furthermore, where the protection of confidential information or trade secrets is already covered by another contractual clause, we would have to demonstrate that such provisions covers a legitimate proprietary interest over and above the protection of confidential information or trade secrets. As a result, we may be unable to prevent our competitors from benefiting from the expertise of such employees.

In Malaysia, any restraint of trade (including non-compete provisions) post contract period is prohibited by the Malaysian Contracts Act 1950 and such agreement restraining someone, is to that extent, void and thus unenforceable unless it falls within the 3 exceptions provided under the same Act. The exceptions are: first, in connection with the sale of goodwill, a seller may agree with the buyer to refrain from carrying on a similar business within specified local limits, so long as the restriction is reasonable having regard to the nature of the business. Secondly, upon or in anticipation of dissolution of a partnership, partners may agree not to carry on a similar business within specified local limits, provided that the restraint is reasonable. Thirdly, partners may agree that one or more of them shall not carry on any business other than that of the partnership during the continuance of the partnership.

In the context of employment, since these exceptions are narrowly interpreted, most post-employment non-compete clauses in Malaysia are unenforceable, regardless of their duration or geographic scope. However, non-disclosure and non-solicitation clauses may still be enforceable if they protect legitimate business interests and do not amount to a restraint of trade.

Direct competition by a former employee could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information.

Any failure of any of our key suppliers to deliver necessary materials could result in delays in our products development or marketing schedules.

Our main suppliers include manufacturers fabricating the Biomax Digester from China, Taiwan and South Korean, as well as Malaysian distributors providing raw materials for the BM1 enzymes, both critical components of the RTD System we sell to our customers.

Our suppliers may fail to meet timelines or contractual obligations or provide us with sufficient products, potentially disrupting our ability to deliver the RTD System to our customers. Failure to appropriately structure or adequately manage our agreements with third parties may adversely affect our supply of products. We are also subject to credit risk with respect to our third-party suppliers. If any such suppliers become insolvent, an appointed trustee could potentially ignore the service contracts we have in place with such party, resulting in increased charges or the termination of the service contracts. We may not be able to replace a service provider within a reasonable period of time, on as favorable terms or without disruption to our operations. Any adverse changes to our relationships with third-party suppliers could have a material adverse effect on our image, brand and reputation, as well as on our business, financial condition and results of operations.

In addition, to the extent that our creditworthiness might be impaired, or general economic conditions decline, certain of our key suppliers may impose stricter payment terms, demand onerous conditions, or refuse to supply us, especially if trade credit insurance on our payments becomes unavailable or costlier, further straining our working capital and supply stability.

Uncertainties in U.S. tariff policies could adversely affect our supply chain costs and financial performance.

We are reliant on suppliers from China, Taiwan, South Korea, and Malaysia for critical components of the Biomax Digester and BM1 enzymes used in our RTD System. As such, we face risks from U.S. tariff policies and trade uncertainties. As of April 2025, U.S. tariff measures, including a 10% customs duty on all imported goods effective April 5, 2025, as per an Executive Order issued by President Trump on April 2, 2025, with potentially higher duties up to 50% on imports from specific countries, could significantly increase costs for our supply chain. For China, tariffs have been particularly aggressive. These tariffs may elevate the cost of imported raw materials and manufactured components, particularly from China, which is subject to additional tariffs. As of April 9, 2025, the U.S. imposed an additional 125% tariff on Chinese imports, resulting in an effective total tariff rate of 145%. These tariffs could significantly raise the cost of importing Biomax Digesters into the U.S., potentially forcing us to absorb higher costs, pass them on to customers, or seek alternative suppliers. Such increases could lead to higher production costs, potentially reducing our profit margins or requiring price adjustments that may affect customer demand.

Furthermore, tariff-related disruptions could cause supply chain delays, impacting our ability to meet customer delivery schedules and increasing operational expenses. Retaliatory tariffs or trade barriers imposed by other nations in response to U.S. policies could also limit our competitiveness in export markets, potentially reducing sales volumes or necessitating costly shifts to alternative suppliers or markets. Additionally, trade-driven volatility in commodity prices and foreign exchange rates could further complicate cost forecasting and financial stability. There is no assurance that we can fully mitigate these adverse effects. The evolving landscape of global trade policies, including the potential for further tariff escalations or broader economic impacts, could materially adversely affect our business, financial condition, and growth prospects.

Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, as well as our servers and computer systems and those of third parties that we rely on, are subject to cybersecurity risks inherent to companies that process personal data. An increasing number of organizations have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks.

We were recently informed, in July of 2025, by our underwriter that it had suffered a cybersecurity incident and specifically a ransomware incident, which has resulted in unauthorized access to some of the underwriter’s systems and data, and the exfiltration of certain data from the underwriter’s systems as well. Based on information currently available to the underwriter regarding the incident, the underwriter believes confidential information regarding the Company that we had provided to the underwriter in connection with its due diligence for this offering was included in the data that was exfiltrated. The underwriter is still investigating the extent of this incident, and has also informed us that it does not have any evidence that this data has been misused at this time. While we believe that any material data regarding the Company that was exfiltrated is reflected in this prospectus and the registration statement of which this prospectus is a part, and is therefore publicly available, we could be subject to liability risks to the extent the data consists of sensitive information about our officers, directors, personnel, contractors, customers, suppliers or vendors. To that end, we have implemented the following measures: conducted a cybersecurity risk assessment to identify areas of risk, engaged a managed service vendor to manage our devices, ensuring asset tracking is in place, implemented security hardening to reduce exposure of open ports to the web and deployed IPSEC VPN for our mobile workforce, installed Endpoint Detection and Response on all computers and Windows servers to detect and isolate devices in the event of an attack, established incremental backups to facilitate recovery in the event of ransomware or catastrophic data loss. We are also actively enhancing our cybersecurity coverage through the following initiatives: installing a firewall to monitor and secure network traffic, providing regular training for employees to improve cyber hygiene, pursuing cyber insurance coverage and cyber essentials/trust trustmark compliance, defining IT policies for our Group and developing a comprehensive incident response plan.

Like most companies today, despite these efforts there is no way to fully remove the possibility of a cybersecurity incident from occurring and we, and third parties that we rely on, will likely experience cyber incidents in the future. Thus, in addition to the identified risk above, any additional future cyber incidents and resulting data breaches could result in substantial liability, regulatory actions, financial penalties, significant out of pocket costs, damage to our data and ability to do business, and reputational harm.

We and third parties that we rely on may experience cybersecurity incidents due to human error, malfeasance, system errors or vulnerabilities, or other issues. Actual or perceived cybersecurity incidents relating to our data or confidential information could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition. We are actively sourcing a suitable insurance provider to cover our cyber liability needs, with assistance from our IT consultant. While we aim to maintain errors, omissions, and cyber liability insurance policies to address certain security and privacy damages, we cannot be certain that our coverage will always be adequate for the liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all, especially depending on the facts of the situation and method of incident.

We may have difficulty managing the risk associated with doing business in the waste management solutions market.

In general, the waste management solutions and related products industry is affected by a series of factors, including, but not limited to, natural, economic and social such as climate, market, technology, regulation, and globalization, which makes risk management difficult. These risks can either be mitigated or exacerbated due to governmental intervention through policy promulgation and implementation either in the waste management solutions and related products or sectors which provide critical inputs to the same such as energy or outputs such as transportation. While not an exhaustive list, the following factors could significantly affect our ability to do business:

Currently, we do not hold and do not intend to purchase insurance policies, such as business interruption insurance or revenue loss coverage, to safeguard our revenue against potential losses arising from the conditions outlined above. As of the date of this prospectus, we maintain insurance coverage to address risks and liabilities tied to our business operations, mainly including our RTD System. This includes sea freight insurance and fire insurance. See “Business – Insurance.”

Any failure to protect our patents and other intellectual property rights could have a negative impact on our business.

We believe our intellectual property rights are critical to our success, our flagship innovation, the patented RTD System, in particular. We expect to rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality and non-disclosure agreements and procedures, non-competition agreements and other contractual provisions to protect our intellectual property, other proprietary rights and our brand. However, due to the increasingly fierce competition in the market, our intellectual property rights may be challenged, invalidated, or circumvented by third parties and we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Also, customers who receive our products may alter our products and use our intellectual property without our authorization, which may lead to lengthy disputes or proceedings that consume our financial resources and distract our management from our ordinary course of business, adversely affecting our operations, financial performance, branding and reputations. Any unauthorized use of our intellectual property rights could harm our competitive advantages and business. Policing unauthorized use of intellectual property is difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position. If we are unable to adequately protect our brand, patents and other intellectual property rights, it may have a material adverse impact on our business, financial condition, operating results and prospects.

The inability to obtain necessary licenses for our business operations could lead to regulatory penalties, financial liabilities, reputational damage, and adversely impact the company’s financial condition and future prospects.

As of the date of this prospectus, we have not secured all of the necessary licenses required to conduct our business in full compliance with applicable Malaysian laws and regulations. As of the date of this prospectus, our Malaysian subsidiaries have not been denied any licenses or regulatory approvals applied for and to date, have not been imposed with any sanctions. Greenwaze Ecology does not have the requisite business license under the Licensing of Trades, Businesses and Industries (Johor Bahru City Council) By-Laws 2016. Blu Bio holds a business license limited to manufacturing of enzyme (without license to operate an office and to manufacture fertilizer on the premise). Blu Bio does not have the requisite manufacturing license under the Industrial Co-ordination Act 1975. Both Blu Bio and Greenwaze Ecology do not have licenses to deal by wholesale or retail in or manufacture of fertilizer under the Control of Supplies Act 1961.

Failure to obtain the business license or the carrying out of business activities other than is permitted under the business license, is an offence, and upon conviction, may result in being liable to a fine not exceeding RM 2,000 (approximately USD452.49), or imprisonment for a term not exceeding 1 year, or both and in the case of continuing offence, liable to a further fine not exceeding RM200 for every day during which the offence continues after conviction. The aforesaid penalty fees, if incurred, do not present a material risk to our financial performance.

Our Malaysian subsidiaries may also be ordered to close the premise and the operations on the premise until such time an appropriate business license is issued. If ordered to close, the current sales and distribution of our proprietary enzyme will not be affected within the immediate year as the Malaysian subsidiaries maintain sufficient inventory to cover one (1) year of operations. Our Malaysian subsidiaries further believe that it would be able to relocate and secure the requisite business license for the new site within the one (1) year of closure. If we are ordered to close prior to securing such business license and we fail to secure such business license within one (1) year thereafter, our operations and financial performance will be negatively impacted.

Failure to obtain the manufacturing license under the Industrial Co-ordination Act 1975 is an offence, and upon conviction, may result in being liable to a fine not exceeding RM 2,000, or to an imprisonment term of not more than 6 months, and to a further fine not exceeding RM 1,000 for each day during which such offence continues. The aforesaid penalty fees, if incurred, do not present a material risk to our financial performance. However, if Blu Bio does not achieve compliance and its management members are liable for imprisonment, our operations and financial performance will be negatively impacted. Failure to obtain the licenses to deal by wholesale or retail in or manufacture of fertilizer under the Control of Supplies Act 1961 is an offence, and upon conviction, may be liable to a fine not exceeding RM 2,000,000, and for any subsequent offence, to a fine not exceeding RM 5,000,000. Moreover, any offence under the CSA may be compounded by Controller of Supplies as compoundable offence with a sum of prescribed monies. The aforesaid penalty fees, if incurred, presents a material risk to our financial performance. Further, if our Malaysian subsidiaries do not achieve compliance and its management members are liable for imprisonment, our operations and financial performance will be negatively impacted.

See “Business – Non-compliances” for further details.

Furthermore, even after we have obtained the requisite permits, such permits may be required to be renewed on a regular basis and the renewal process is often complex, time-consuming, and subject to stringent regulatory requirements, including compliance with zoning and safety standards. These processes may involve multiple hearings and face potential challenges from regulatory bodies or special interest and other groups, which could result in the denial of a permit or renewal, the award of a permit or renewal for a shorter duration than we believed was otherwise required by law or the imposition of burdensome terms and conditions that may adversely affect our results of operations. It is possible that our existing operation may become economically unfeasible based on management’s assessment of permitting issues, acceptable waste streams, available volumes and operating costs, in which case we may abandon expansion plans to enter into additional geographical markets or through mergers and acquisitions or abandon or cease operations entirely. Depending on the scale of disruptions, our operating expenses could increase significantly, which could adversely affect our financial condition, results of operations and cash flows.

If we do not compete effectively, our results of operations could be harmed.

Our industry is intensely competitive and evolving. Our competitors operate with different business models, have different cost structures or participate selectively in different market segments. They may ultimately prove more successful or more adaptable to new regulatory, technological and other developments. Some of our current and potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their services. Our competitors may also have longer operating histories, greater brand recognition and brand loyalty and broader partner relationships than us. Additionally, a current or potential competitor may acquire one or more of our existing competitors or form a strategic alliance with one or more of our competitors. If we are unable to compete with such companies and meet the need for innovation in our industry, the demand for our services could stagnate or substantially decline, we could experience reduced revenues or our services could fail to achieve or maintain more widespread market acceptance, any of which could harm our business and results of operations.

If we fail to promote and maintain our brand in an effective and cost-efficient way, our business and results of operations may be harmed.

The continued development and success of our business relies on the recognition of our brands. We believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers to our services. Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our services. Our efforts to build our brand have caused us to incur significant expenses, and it is likely that our future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

As defined in the standards established by the Public Company Accounting Oversight Board of the United States, or PCAOB, a “material weakness” is a deficiency, or 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 financial statements will not be prevented or detected on a timely basis.

One material weakness that has been identified related to our lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. GAAP and SEC financial reporting requirements to address complex U.S. GAAP issues and to prepare and review the Company’s consolidated financial statements and disclosures. The other material weakness that has been identified related to our lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP and inadequate procedures and the absence of competent internal personnel to prepare corporate income tax returns

To remediate our identified material weaknesses identified in connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2023 and 2024, the Company plans to adopt measures to improve our internal control over financial reporting, including recruit additional qualified accounting and financial personnel with expertise in U.S. GAAP and SEC reporting to strengthen technical competency and oversight. Implement regular training programs for the accounting team, with a focus on U.S. GAAP, SEC requirements, and internal control best practices. Develop and maintain a comprehensive accounting policies and procedures manual, review processes to ensure timely and accurate financial reporting aligned with current U.S. GAAP and SEC requirements, and to update periodically. Engaging qualified tax professionals (internally or externally) to support timely and accurate tax compliance, including preparation and review of tax returns, ASC 740 calculations, and documentation of tax positions.

However, there is no assurance that we will not have any material weakness in the future. Failure to discover and address any control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud. Ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common shares. Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that we will implement and maintain adequate controls over our financial process and reporting in the future or that the measures we will take will remediate any material weaknesses that we may identify in the future.

Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. Therefore, if one or more of our key executives are unable or unwilling to continue in their present positions, we may incur substantial cost or may not be able to replace them at all. Consequently, our future growth may be constrained, our business may be severely disrupted, and our financial condition and results of operations may be materially and adversely affected. If that is the case, we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements or we may be unable to enforce them at all.

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

We believe our success depends on the efforts and talent of our employees, including engineering, marketing and research and development personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees.

Competition for highly skilled personnel in biotechnology, agricultural science, and production management is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees, including larger agribusinesses and biotechnology firms, have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve customers could diminish, resulting in a material adverse effect to our business.

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

The economy in Singapore has experienced increases in inflation and labor costs in recent years. As a result, average wages in Singapore are expected to continue to increase. In addition, we are required by Singaporean laws and regulations to pay various statutory employee benefits, including mandatory social security savings scheme, medical insurance and work-related injury insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs by increasing the prices of our products and/or services, our financial condition, profitability and results of operations may be adversely affected.

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

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology service failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware, as well as adversely affect our ability to provide products and services on our service.

Our business could also be adversely affected by the effects of virus, flu and other diseases. Our business operations could be disrupted if any of our employees is suspected of having virus, flu and other diseases, since it could require our employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected to the extent that any of these epidemics harms the Singapore economy in general.

We may be adversely affected by global economic conditions.

Our ability to continue to develop and grow our business, build proprietary distribution channels and generate revenues from product sales may be adversely affected by global economic conditions in the future, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates and other challenges that could affect the global economy such as the changing financial regulatory environment. For example, our customers and licensees may experience deterioration of their businesses, cash flow shortages or difficulties obtaining financing, which could adversely affect the demand for our technologies and products. In addition, our earnings may be adversely affected by fluctuations in the price of certain commodities, such as grains, milk, meat, biofuels and biomaterials. If commodity prices are negatively impacted, the value of our products could be directly and negatively impacted. Additionally, growers’ incomes have historically been negatively affected by commodity prices. As a result, fluctuations in commodity prices could have an impact on our customers’ purchasing decisions and negatively affect their ability and decisions to purchase our products that incorporate our proprietary technology. We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

Changes in laws and regulations to which we are subject, or to which we may become subject in the future, may materially increase our costs of operation, decrease our operating revenues and disrupt our business.

Laws and regulatory standards and procedures that impact our business are continuously changing. Responding to these changes and meeting existing and new requirements may be costly and burdensome. Changes in laws and regulations may occur that could:

Any of these events could have a material adverse effect on our business, results of operations and financial condition. Legislation and jurisprudence on intellectual property in the key markets where we seek protection, is evolving and changes in laws could affect our ability to obtain or maintain intellectual property protection for our products. Any changes to these existing laws and regulations may materially increase our costs, decrease our revenues and disrupt our business.

The overall waste management solutions industry is susceptible to commodity price changes and we, along with our food manufacturing customers and grower customers, are exposed to market risks from changes in commodity prices.

Changes in the prices of certain commodity products could result in higher overall cost along the agricultural supply chain, which may negatively affect our ability to commercialize our products. We will be susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.

Failure to maintain or enhance our brands or image could have a material and adverse effect on our business and results of operations.

We believe our brands are associated with a well-recognized, integrated waste management solutions company in the local markets that it operates, with consistent high quality products. Our brands are integral to our sales and marketing efforts. Our continued success in maintaining and enhancing our brand and image depends to a large extent on our ability to satisfy customer needs by further developing and maintaining quality of services across our operations, as well as our ability to respond to competitive pressures. If we are unable to satisfy customer needs or if our public image or reputation were otherwise diminished, our business transactions with our customers may decline, which could in turn adversely affect our results of operations.

Third parties may assert intellectual property infringement claims against us, which could materially increase our costs and harm our ability to generate future revenue and profit.

Although we do not believe that our products infringe the intellectual property rights of others, claims of infringement are becoming increasingly common and as we expand our business and our sales territories, we cannot rule out the possibility that third parties may in the future may assert infringement claims against us.

Patents and other intellectual property rights obtained by us may not provide us with complete exclusive protection for a longer period of time and over a larger geographic area. Patents may be challenged by others and may not be sufficient to prevent others from developing technology similar to ours or achieving results similar to ours. There may be patents or pending patent applications owned by others or challenged by others in technologies that we are developing that could invalidate our patent applications.

If an infringement claim against us is successful and we fail or are unable to obtain a license to the infringing technology or other intellectual property, our operations could be materially and adversely affected. In addition, any litigation or claim, even a frivolous one, could be expensive and disruptive to our ability to generate revenue or enter into new market opportunities. If any of our products were found to infringe third parties’ intellectual proprietary rights and we are unable to agree on a license with such parties, we may be forced to modify or cease production of such products.

Our outstanding long-term loan and other financing arrangement payable may adversely affect our available cash flow and our ability to operate our business.

As of December 31, 2023 and 2024, our long-term loan payable balances were approximately $9,208,011, and $5,045,613 respectively. We also have advances from related parties for working capital of the Company which are due on demand, non-interest bearing, and unsecured. For further information, see “Related Party Transactions” in this registration statement.

Our outstanding and future loans, combined with our other financial obligations and contractual commitments, could have negative consequences on our business and financial condition. We believe that our cash, cash equivalents on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. However, we need to make continued investment for our expansion in facilities and to retain talents to remain competitive. There can be no assurance that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our facilities or respond to competitive pressures could be significantly limited.

We may become subject to product liability claims or compelled to undertake product recalls, or other actions, which could adversely affect our brand image and results of operation

If our Biomax Digester, BM1 enzymes, organic fertilizer or other organic products   do not operate as promised due to any defects, accidents or other failure, which could result in property damage and personal injury, we could face product liability claims. If a product liability claim is successful, we could be required to pay substantial monetary damages. In addition, product liability claims would have a negative impact on our business and hinder commercialization of our future products. Our insurance coverage may not be sufficient to cover all potential product liability claims.

In the future, if any of our products prove to be defective or do not comply with applicable laws and regulations, we may need to initiate a recall, either voluntarily or involuntarily. Such recalls, whether voluntary or involuntary, could incur substantial costs and adversely affect our brand image in our target markets. They may also inhibit or prevent the commercialization of our current and future product candidates.

We may face liabilities in connection with environmental matters in the future.

In addition, we may in the future acquire businesses that may have handled and stored, or will handle and store, hazardous or other regulated substances at their facilities. These businesses may have released substances into the soil, air, surface water or groundwater which may have impacted the soil, air, surface water or groundwater of neighboring properties. They may also have transported or disposed of substances, or arranged to have transported, disposed of or treated substances to or at other properties where substances were released into soil, air, surface water or groundwater. Depending on the nature of our acquisition of these businesses and other factors, we could be liable for the cost of cleaning up any contamination and other environmental damages for which the acquired businesses are liable, even if the contamination predated our ownership or operation of the acquired businesses. Any indemnities or warranties we obtained or obtain in connection with the purchases of these businesses may not be sufficient to cover these liabilities, due to limited scope, amount or duration, the financial capacity of the party who gave or gives the indemnity or warranty to honor it, or other reasons.

Risks Related to Doing Business in Singapore

We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

We are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as the constitution of our Singapore operating subsidiaries. In particular, we are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (the “SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

The laws of Singapore and of the United States differ in certain significant respects. The application of Singapore law, in particular, the Companies Act, may, in certain circumstances, impose more restrictions on us, our directors and officers than would otherwise be applicable to U.S. corporations, including those incorporated in Delaware. For example, the Companies Act requires a director to use reasonable diligence in the discharge of the duties of his or her office and, in certain circumstances, imposes liability for specified contraventions of particular statutory requirements or prohibitions. Additionally, under the Employment of Foreign Manpower Act 1990 of Singapore, we are also required to ensure that each foreign worker employed by us has a valid work pass, and in particular, the number of foreign workers employed under certain work passes (e.g. Work Permits and S Pass holders) are subject to a quota and certain other limitations. Generally, we are also required to take out mandatory insurance for accidents which arise in the course of an employee’s employment under the Work Injury Compensation Act 2019 of Singapore.

Any adverse material changes (whether localized or resulting from global economic or other conditions) to the markets in which we operate, such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition.

Our operation is based in Singapore and our revenues have been derived from sales in Singapore and other countries like Malaysia, Australia, New Zealand, and the United States. Any adverse circumstances affecting these markets, such as an economic recession, epidemic outbreak or natural disaster or other adverse incident, may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which we operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have an adverse impact on our business and profitability.

Uncertain global economic conditions have had and may continue to have an adverse impact on our business in the form of lower net sales due to weakened demand, unfavorable changes in product price/mix, or lower profit margins. For example, global economic downturns may adversely impact some of our customers who are particularly sensitive to business and consumer spending.

An epidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and prospects. The COVID-19 epidemic resulted in a global health crisis, causing disruptions to social and economic activities, business operations and supply chains worldwide, including in Singapore. Measures taken by the Singapore government to tackle the spread of COVID-19 have included, among others, border closures, quarantine measures and lockdown measures. The COVID-19 outbreak and related government measures did not adversely affect our business.

However, in the event of a resurgence of COVID-19 and/or any other infectious diseases, if a substantial number of our employees are infected with and/or are suspected of being infected, and our employees are required to be quarantined and/or hospitalized, this may disrupt our ability to render services which may have a material adverse effect on our business operations and reputation of our Group.

We are subject to risks associated with operating in the rapidly evolving Southeast Asia, and we might therefore be exposed to various risks inherent in operating and investing in the region.

We derive some of our revenue from our operations in countries located in Southeast Asia, and we intend to continue to develop and expand our business and penetration in the region. Our operations in Southeast Asia are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following:

Any disruptions in our business activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets we operate in could adversely affect our business, financial condition, results of operations and prospects.

We may be exposed to liabilities under applicable anti-corruption laws and any determination that we violated these laws could have a materially adverse effect on our business.

We are subject to various anti-corruption laws, including the Prevention of Corruption Act 1960, which prohibits any person from making improper gratification as an inducement to or reward for any person doing or forbearing to do anything in respect of any matter or transaction, or any member, officer or servant of a public body doing or forbearing to do anything in respect of any matter or transaction in which such public body is concerned. We may conduct business in countries and regions that are generally recognized as potentially more corrupt business environments. Activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of various anti-corruption laws. We have implemented safeguards and policies to discourage these practices by our employees and agents but we cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees or agents. If our employees or agents violate our policies or we fail to maintain adequate record keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. Violations of the Prevention of Corruption Act 1960 or other anti-corruption laws, or allegations of any such acts, could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions. Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and nonmonetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, combined financial condition and results of operations.

The ability of our subsidiary in Singapore to distribute dividends to us may be subject to restrictions under applicable laws

We are a holding company, and two of our operating subsidiaries are incorporated in Singapore. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiaries. The distribution of dividends to us from our Singapore subsidiaries is subject to restrictions imposed by the applicable laws and regulations in Singapore. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiaries in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiaries to distribute dividends to us may be restricted in the future.

It is not certain if the Company will be classified as a Singapore tax resident.

Under the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, usually exercises de facto control and management of its business in Singapore could be considered a tax resident in Singapore. However, such control and management of the business should not be deemed to be in Singapore if physical board meetings are conducted outside of Singapore. Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place of de facto control and management will be considered to be where the majority of the board are located when they sign such consent or attend such conferences.

We believe that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of the Company is subject to determination by the Inland Revenue Authority of Singapore (“IRAS”), and uncertainties remain with respect to the interpretation of the term “control and management” for the purposes of the Singapore Income Tax Act. If IRAS determines that the Company is a Singapore tax resident for Singapore income tax purposes, the portion of the Company’s single company income on an unconsolidated basis that is received or deemed by the Singapore Income Tax Act to be received in Singapore, where applicable, may be subject to Singapore income tax at the prevailing tax rate of 17% before applicable income tax exemptions or relief. If the Company is regarded as a Singapore tax resident, any dividends received or deemed received by the Company in Singapore from our subsidiary located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of no more than 15% may generally be subject to additional Singapore income tax where there is no other applicable tax treaty between such foreign jurisdiction and Singapore. Income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. In addition, as Singapore does not impose withholding tax on dividends declared by Singapore resident companies, if the Company is considered a Singapore tax resident, dividends paid to the holders of our Shares will not be subject to withholding tax in Singapore. Regardless of whether or not the Company is regarded as a Singapore tax resident, holders of our Shares who are not Singapore tax residents would generally not be subject to Singapore income tax on gains derived from the disposal of our Shares if such shareholders do not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Shares is performed outside of Singapore. For Singapore resident shareholders, if the gain from disposal of our Shares is considered by IRAS as income in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered by IRAS as capital gains in nature. Please refer to the section entitled “Taxation—Singapore Taxation” in this prospectus.

Risks Related to Our Class A Ordinary Shares

An active trading market for our Class A Ordinary Shares may not develop and could affect the trading price of our Class A Ordinary Shares.

Prior to the Offering, there has been no public market for our Class A Ordinary Shares. Although an application has been made to NYSE American for the listing and quotation of our Class A Ordinary Shares, there can be no assurance that there will be an active, liquid public market for our Class A Ordinary Shares after the Offering. The lack of an active market may impair your ability to sell your Class A Ordinary Shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your Class A Ordinary Shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling Class A Ordinary Shares and may impair our ability to acquire other companies or technologies by using our Class A Ordinary Shares as consideration. The Offer Price was determined by negotiations between us and the Underwriter and may not be indicative of the future prices of our Class A Ordinary Shares.

Our Class A Ordinary Shares price may never trade at or above the Offer Price in this Offering.

Stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A Ordinary Shares shortly following this Offering. If the market price of our Class A Ordinary Shares after this Offering does not ever exceed the Offer Price, you may not realize any return on your investment in us and may lose some or all of your investment.

The Offer Price for our Class A Ordinary Shares in this Offering may not reflect their actual value.

The Offer Price for our Class A Ordinary Shares in this Offering was determined through negotiations between us and the Underwriter. The Offer Price of our Class A Ordinary Shares may not be indicative of their actual value or any future market price for our securities. This Offer Price may not accurately reflect the value of the Class A Ordinary Shares or the value that potential investors will realize upon their disposition of Class A Ordinary Shares. The Offer Price does not necessarily bear any relationship to our assets, earnings, book value per Class A Ordinary Share or other generally accepted criteria of value.

Our share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us.

There is no assurance that the market price for our Class A Ordinary Shares will not decline below the Offer Price. The Offer Price was determined after consultation between our Company and the Underwriter, after taking into consideration, among others, market conditions and estimated market demand for our Class A Ordinary Shares. The Offer Price may not necessarily be indicative of the market price for our Class A Ordinary Shares after the completion of the Offering. Investors may not be able to sell their Class A Ordinary Shares at or above the Offer Price. The prices at which our Class A Ordinary Shares will trade after the Offering may fluctuate significantly and rapidly as a result of, among others, the following factors, some of which are beyond our control:

There is no guarantee 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.

In addition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices of securities. These fluctuations often have been unrelated or disproportionate to the operating performance of publicly-traded companies. In the past, following periods of volatility in the market price of a particular company’s securities, an investor may lose all or part of his or her investment, and litigation has sometimes been brought against that company. If similar litigation is instituted against us, it could result in substantial costs and divert our senior management’s attention and resources from our core business.

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

We have adopted the SunHo BioTech Group Ltd 2025 Share Incentive Plan, or the 2025 Incentive Plan, for the purpose of granting share-based compensation awards to our employees, directors and consultants to incentivize their performance and align their interests with ours. Awards may be granted under the 2025 Incentive Plan for up to 20% of the Company’s issued and outstanding Class A Ordinary Shares as of the closing of this offering or following this offering, as of December 31 of the prior calendar year. As of the date of this prospectus, no awards have been granted under the 2025 Incentive Plan. As a result of potential future grants, we expect to incur significant share-based compensation expenses in the future. The amount of these expenses is based on the fair value of the share-based awards. We account for compensation costs for all share options using a fair-value based method and recognize expenses in our consolidated statements of profit or loss and other comprehensive income. The expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional securities issued under share-based compensation plans will dilute the ownership interests of our shareholders. However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by options.

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 “— Our Class A Ordinary Share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us,” 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 Class A Ordinary 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.

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. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Class A Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and understand the value thereof.

Investors in our Class A Ordinary Shares likely will face immediate and substantial dilution in the net tangible book value per share and may experience future dilution.

The Offer Price is likely to substantially higher than our Group’s current net tangible book value per share. If we were liquidated immediately following this Offering, each investor subscribing for this Offering would receive less than the price they paid for their Class A Ordinary Shares. Please refer to the section titled “Dilution” of this prospectus for more information.

We will be a “controlled company” within the meaning of the NYSE American listing rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We will be a “controlled company” as defined by the NYSE American Company Guide because Eng Tong Sim will, directly and through his wholly-owned company, hold 100% of our outstanding Class B Ordinary Shares and 20.85% of our outstanding Class A Ordinary Shares, which represents approximately 86.23% of the total voting power (or approximately 86.04% of the total voting power if the Underwriter’s option to purchase additional Shares is exercised in full) immediately after the completion of this Offering. Pursuant to our post-offering memorandum and articles of association, an ordinary resolution to be passed at a shareholders’ meeting requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding and issued ordinary shares cast at a meeting. A special resolution will be required for important matters such as making changes to our post-offering memorandum and articles of association. As a result, Eng Tong Sim will have the ability to control or significantly influence the outcome of matters requiring approval by shareholders. In addition, for so long as we remain a controlled company under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. We do not currently plan to utilize the exemptions available for controlled companies after we complete this Offering, but instead, we plan to rely on the exemption available for foreign private issuers to follow our home country governance practices. If we cease to be a foreign private issuer or if we cannot rely on the home country governance practice exemptions for any reason, we may decide to invoke the exemptions available for a controlled company as long as we remain a controlled company. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We may have conflicts of interest with our Controlling Shareholder and, because of our Controlling Shareholder’s significant ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.

Immediately upon the completion of this Offering, our Controlling Shareholder will, directly and through his wholly-owned company, beneficially own 100% of our outstanding Class B Ordinary Shares and 20.85% of our outstanding Class A Ordinary Shares, representing approximately 86.23% of our total voting power in the aggregate, assuming the Underwriter does not exercise its option to purchase additional Shares. Accordingly, our Controlling Shareholder will continue to be our controlling shareholder immediately upon the completion of this Offering and may have significant influence in determining the outcome of any corporate actions or other matters that require shareholder approval, such as mergers, consolidations, change of our name, and amendments of our amended and restated memorandum and articles of association.

The concentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of our Class A Ordinary Shares in this Offering and may prevent us from doing transactions that would be beneficial to you. Conflicts of interest may arise between our Controlling Shareholder and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include the following:

We may require additional funding in the form of equity or debt for our future growth which will cause dilution in Shareholders’ equity interest.

We may pursue opportunities to grow our business through joint ventures, strategic alliance, acquisitions or investment opportunities, following the Offering. However, there can be no assurance that we will be able to obtain additional funding on terms that are acceptable to us or at all. If we are unable to do so, our future plans and growth may be adversely affected.

An issue of Class A Ordinary Shares or other securities to raise funds will dilute Shareholders’ equity interests and may, in the case of a rights issue, require additional investments by Shareholders. Further, an issue of Class A Ordinary Shares below the then prevailing market price will also affect the value of the Class A Ordinary Shares then held by investors.

Dilution in Shareholders’ equity interests may occur even if the issue of shares is at a premium to the market price. In addition, any additional debt funding may restrict our freedom to operate our business as it may have conditions that:

Volatility or uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to be more expensive in the future. As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and reducing our financial flexibility if we take on additional debt financing. 

Investors may not be able to participate in future issues or certain other equity issues of our Class A Ordinary Shares.

In the event that we issue new Class A Ordinary Shares, we will be under no obligation to offer those Class A Ordinary Shares to our existing Shareholders at the time of issue, except where we elect to conduct a rights issue. However, in electing to conduct a rights issue or certain other equity issues, we will have the discretion and may also be subject to certain regulations as to the procedures to be followed in making such rights available to Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available to them. In addition, we may not offer such rights to our existing Shareholders having an address in jurisdictions outside of Singapore.

Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and may experience dilution in their shareholdings as a result.

We have no immediate plans to pay dividends.

We plan to reinvest all of our future earnings, to the extent we have earnings, in order to expand our product and services offerings and to cover operating costs and capital needs, and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. Therefore, you should not expect to receive immediate cash dividends on the Class A Ordinary Shares we are offering. Consequently, investors may need to rely on sales of their Class A Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. In addition, the laws of the Cayman Islands impose restrictions on our ability to declare and pay dividends.

If we fail to meet applicable listing requirements, NYSE American may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.

Assuming our Class A Ordinary Shares are listed on NYSE American on the closing of the Offering, we cannot assure you that we will be able to meet the continued listing standards of NYSE American in the future. If we fail to comply with the applicable listing standards and NYSE American delists our Class A Ordinary Shares, we and our Shareholders could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Class A Ordinary Shares will be listed on NYSE American, such securities will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute 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 the sale of covered securities in a particular case. Further, if we were no longer listed on NYSE American, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and NYSE American, will significantly increase our costs as well as the time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will substantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming and costly. These new public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.

If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to timely produce accurate financial statements or comply with applicable regulations could be impaired.

Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and resources to address our internal controls over financial reporting. Our management has not completed an assessment of the effectiveness of our internal controls over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal controls over financial reporting. However, in connection with the audits of our consolidated financial statements for the fiscal years ended December 31, 2023 and 2024, we and our independent registered public accounting firm identified material weaknesses in our internal controls over financial reporting as well as other control deficiencies for the above mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting. There is a reasonable possibility that a material misstatement in our annual or interim financial statements may not be prevented or detected on a timely basis. The material weakness identified is related to lack of sufficient personnel adequately trained in and have appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures to fulfil U.S. GAAP and SEC financial reporting requirements. We are currently in the process of implementing several measures to address the material weaknesses identified, including expanding the capabilities of existing accounting and financial personnel by implementing regular and continuous U.S. GAAP training programs, and preparing comprehensive accounting policies, manuals and closing procedures to improve the quality and accuracy of our period-end financial closing process. We may incur significant costs in the implementation of these measures.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal disclosure controls and procedures over our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we will file with the SEC will be recorded, processed, summarized, and reported within the time periods and as otherwise specified in SEC rules, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal Executive Officers and financial officers. We are also continuing to improve our internal controls over financial reporting.

Ensuring that we have effective disclosure controls and procedures and internal controls over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. Our internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Beginning with our second annual report on Form 20-F after we become a company whose securities are publicly listed in the United States, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to make a formal assessment of the effectiveness of our internal controls over financial reporting, and once we cease to be an emerging growth company, we will be required to include an attestation report on internal controls over financial reporting issued by our Independent Registered Public Accounting Firm. During our evaluation of our internal controls, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial reporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit our ability to accurately report our financial condition, or results of operations.

Investors may have difficulty enforcing judgments against us, our Directors and management.

SunHo BioTech Group Ltd is incorporated under the laws of the Cayman Islands and a majority of our directors and officers reside outside the United States. Moreover, many of these persons do not have significant assets in the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforcement of Civil Liabilities”.

Harney Westwood & Riegels Singapore LLP, our counsel with respect to the laws of the Cayman Islands, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws, and entertain original actions brought in each respective jurisdiction against us or our Directors or officers predicated upon the securities laws of the United States or any state in the United States. In addition, there is uncertainty regarding Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule of making such a determination in relation judgments obtained from the U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands.

There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

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

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

Certain corporate governance practices in the Cayman Islands (which is our home country), also differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our Board of Directors or our Controlling Shareholder than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Description of Share Capital—Differences in Corporate Law”.

Also, our principal executive offices and substantially all of our assets are located in Singapore. It is possible that the Singapore courts may not (i) recognize and enforce 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; or (ii) 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 (that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by the court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject to an appeal) in the federal or state courts of the United States (provided that it has jurisdiction over the parties subject to such judgment) under which a fixed or ascertainable sum of money is payable, may generally be enforced as a debt in the Singapore courts. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment or earlier foreign judgement recognized in Singapore 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.

The laws of the Cayman Islands relating to the protection of the interest of minority shareholders are different from those in the United States.

Our corporate affairs are governed by the amended and restated memorandum and articles of association, by the Companies Act and common law of Cayman Islands. The rights of shareholders to take action against our directors, action by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands and our amended and restated memorandum and articles of association. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

The laws of the Cayman Islands relating to the protection of the interests of minority shareholders differ in certain respects from those established under statutes or judicial precedent in existence in the United States and other jurisdictions. For instance, while under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit. Such differences may mean that the remedies available to our minority shareholders may be different from those they would have under the laws of other jurisdictions, including the United States. Potential investors should be aware that there is a risk that provisions of the Companies Act may not offer the same protection as the relevant laws and regulations in the United States may offer, and should consider obtaining independent legal advice on the implications of investing in foreign-incorporated companies.

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

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

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

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

Upon the closing of this Offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, Directors and principal Shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our Shareholders may not know on a timely basis when our officers, directors and principal Shareholders purchase or sell our Ordinary Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until one hundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

If we lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE American rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain and maintain directors and officers liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors.

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

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our outstanding voting securities are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, Directors, Executive Officers and Controlling Shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the NYSE American rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

As a foreign private issuer, we do not expect to be subject to certain NYSE American corporate governance rules applicable to U.S. listed companies.

As a foreign private issuer, we are entitled to rely on a provision in NYSE American’s corporate governance rules that allows us to follow Cayman Islands corporate law with regards to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on NYSE American.

In addition, our Audit Committee is not subject to additional NYSE American requirements applicable to listed U.S. companies, including an affirmative determination that all members of the audit committee are “independent,” using more stringent criteria than those applicable to the Company under relevant SEC rules. NYSE American’s corporate governance rules require listed U.S. companies to, among other things, seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares, which the Company is not required to follow as a foreign private issuer. However, following this Offering, we will voluntarily have a majority of independent directors and our audit committee will consist of three independent directors.

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

In general, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “Material U.S. Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section titled “Use of Proceeds” and in such order of priority as our management may determine in its discretion, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this Offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

We may regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely affect our business.

We have entered into transactions with related parties. See “Related Party Transactions.” Prior to this offering, we did not regulate or review related transactions during the reporting period due to lack of independent directors and an audit committee. Such transactions present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as for events of default.

Our Board intends to authorize the audit committee upon its formation to review and approve all material related party transactions. We rely on the laws of the Cayman Islands, which provide that the directors owe fiduciary duties to our company, including a duty of care and a duty of loyalty. Under Cayman Islands law, our directors have a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors also have a duty to exercise the care, diligence, and skills that a reasonably prudent person would exercise in comparable circumstances. See “Description of Share Capital—Differences in Corporate Law” for additional information on our directors’ fiduciary duties under Cayman Islands law. These transactions, individually or in the aggregate, may have an adverse effect on our business or may result in litigation or enforcement actions by the SEC or other agencies.

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

We have not engaged any securities or industry analysts to publish research or report about our business and as of the date of this prospectus, we are not aware of any such research or reports issued by independent analysts. Following this Offering, the trading market for our Class A Ordinary Shares may be influenced by research and reports that industry or securities analysts choose to publish about our company. We have no control over the content, timing, or conclusions of these independent analyses. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

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

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

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

We have a dual class ordinary share structure. Our Ordinary Shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A and Class B Ordinary Shares will have the same rights, including dividend rights, except that holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to twenty five votes per share. Upon the completion of this Offering, Mr. Eng Tong Sim will continue to beneficially own all of our Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately 15.97% of our total issued and outstanding share capital immediately after the completion of this Offering and approximately 82.61% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this Offering due to the disparate voting powers associated with our dual-class share structure, assuming the Underwriter does not exercise the over-allotment option. To maintain control over matters requiring shareholder approval, holders of Class B Ordinary Shares must collectively hold shares representing at least a majority of the aggregate voting power of our total issued and outstanding share capital. Immediately after the completion of this offering, we will have 33,821,133 Ordinary Shares issued and outstanding, comprising 28,421,133 Class A Ordinary Shares and 5,400,000 Class B Ordinary Shares. Class B Ordinary Shareholders would need to hold at least 3,268,423 Class B Ordinary Shares, representing approximately 9.66% or more of our total issued and outstanding share capital, to retain more than 50% of the aggregate voting power, assuming no other changes to the share structure.

As a result of the dual-class share structure and the concentration of ownership, holders of Class B Ordinary Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of our Class A Ordinary Shares.

Also, future issuances of additional Class B Ordinary Shares or other securities with high-voting rights could further dilute the voting power of holders of Class A Ordinary Shares. For example, if we issue additional Class B Ordinary Shares to existing Class B shareholders, strategic investors, or as part of employee compensation plans, the proportion of voting power held by Class A Ordinary Shareholders would decrease relative to their economic interest in the Company. Such issuances could be made without the approval of Class A Ordinary Shareholders, subject to applicable laws and regulations. This dilution of voting power could reduce the ability of Class A Ordinary Shareholders to influence corporate decisions.

Furthermore, Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares at the option of the holders thereof at any time. Moreover, future transfers by holders of Class B Ordinary Shares will generally result in those shares converting to Class A Ordinary Shares, subject to limited exceptions as specified in our amended and restated memorandum and articles of association, such as transfers to affiliate of the holder. The conversion of Class B Ordinary Shares to Class A Ordinary Shares will have the effect, over time, of increasing the relative voting power of those holders of Class B Ordinary Shares who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B Ordinary Shares could gain significant voting control as other holders of Class B Ordinary Shares sell or otherwise convert their shares into Class A Ordinary Shares. 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including, among others, those listed under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulations,” and other sections in this prospectus, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “potential,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer 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.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately $8.7 million, or approximately $10.1 million if the Underwriter exercises its option to purchase additional Class A Ordinary Shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an initial Offer Price of $4 per share.

We plan to use the net proceeds of this Offering in the following order of priority:

To the extent that our actual net proceeds is not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management will have significant flexibility in applying and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

DIVIDEND POLICY

We have no formal dividend policy. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our Shares is limited by various factors such as our future financial performance and bank covenants. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that in no circumstances may a dividend be paid if following such payment the Company would be unable to pay its debts as they fall due in the ordinary course of business.

CAPITALIZATION

The following tables set forth our capitalization as of June 30, 2025:

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

The table above excludes up to 375,000 Class A Ordinary Shares issuable pursuant to the over-allotment option, assuming the underwriters exercise the over-allotment option in full.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public Offer Price per share and our net tangible book value per share after this Offering. Dilution results from the fact that the initial public Offer Price per share is substantially in excess of the book value per ordinary share attributable to the existing Shareholders for our presently outstanding shares.

Our net tangible liabilities book value was approximately US$1.7 million, or approximately US$1.7 million per share, as of June 30, 2025 and US$0.06 per share on pro forma basis. Our net tangible book value represents the amount of our total consolidated tangible assets (which is calculated by subtracting intangible assets, operating lease right-of-use assets and deferred IPO costs from our total consolidated assets), less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per share after giving effect to this offering.

After giving effect to the issuance and sale of 2,500,000 Class A Ordinary Shares in this Offering at an initial public Offer Price of US$4 per share, and after deducting underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2025 would have been approximately $7.4 million or approximately $0.22 per share. This represents an immediate increase in net tangible book value of $9.1 million to existing shareholders and an immediate dilution in net tangible liabilities book value of US$3.78 per share to investors purchasing Class A Ordinary Shares in this Offering. The following table illustrates such dilution:

If the underwriters exercise their over-allotment option in full, the pro forma net tangible liabilities book value per share of our share, as adjusted to give effect to this offering, would be US$0.26 per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares in this offering would be $3.74 per share.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2025, the total number of Class A Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an initial public Offer Price of $4 per share, for Class A Ordinary Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated Offering expenses payable by us.

The dilution information in this section is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this Offering is subject to adjustment based on the actual initial public Offer Price of our Class A Ordinary Shares and other terms of this Offering determined at pricing.

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

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

Overview

We are a Singapore-based green technology company at the forefront of sustainable waste management and environmental innovation. Founded in 2009, our flagship innovation is the patented Rapid Thermophilic Digestion (RTD) System, which uses advanced technology to rapidly convert organic waste into 100% organic fertilizer within 24 hours.

The RTD System consists of the Biomax Digester, an automated, enclosed machine that operates under thermophilic conditions with continuous stirring, and our proprietary BM1 enzymes, a microbial cocktail that breaks down complex organic compounds into nutrient-rich matter. This process is highly efficient, odorless, and pathogen-free.

Our technology processes a wide range of organic waste streams, including agricultural, livestock, municipal, and biogas sludge. By converting these into high-quality organic fertilizer, we mitigate environmental pollution and support sustainable agriculture.

We generate revenue by selling Biomax Digesters and developing projects to sell fertilizer outputs. The BM1 enzyme is sold exclusively to RTD System owners, creating a recurring revenue stream. We also produce and distribute organic fertilizers, plant supplements, potting soils, and bio-insecticides through various sales channels.

Principal Factors Affecting our Financial Performance

Our operating results are primarily affected by the following factors:

Market Demand for Sustainable Waste Management Solutions

The growing global demand for sustainable waste management solutions, driven by environmental awareness and stricter regulations, is expected to significantly boost revenue. Our flagship RTD System and organic fertilizers are set for increased sales as businesses and municipalities prioritize reducing landfill use and adopting eco-friendly waste processing technologies.

Patented technologies provide a competitive edge, enabling the company to capitalize on the rising demand for waste management solutions. Our revenue is closely linked to the increasing adoption of sustainable waste management solutions, with growing sales of both the RTD System and organic fertilizers, as well as the protection of intellectual property. This positions the business for sustained revenue growth in the future.

Adoption of Organic Waste Processing Technologies

Our business performance is closely linked to the rate at which our target industries, such as agriculture, municipalities, and waste management companies, adopt advanced waste processing technologies. The efficiency and rapid conversion offered by our RTD System, which processes organic waste into high-quality fertilizer in as little as 24 hours, differentiate us from competitors. The broader adoption of this technology will drive both direct sales of the Biomax Digester and recurring sales of our proprietary BM1 enzyme, creating long-term revenue streams.

Regulatory Environment

The regulatory landscape around waste management, recycling, and environmental protection significantly influences our operations. Increasingly stringent waste disposal and environmental regulations incentivize businesses and governments to invest in sustainable waste management technologies, such as those offered by Biomax. As regulations evolve to favor waste-to-resource initiatives, we expect a favorable impact on our sales and market penetration, particularly in regions where landfill restrictions or carbon emission reduction targets are being enforced

Customer Acquisition and Retention

Our revenue model is built on a combination of direct sales and recurring income streams, with the primary revenue driver being the sale of our patented digesters. Additional recurring revenue comes from the ongoing sales of BM1 enzymes and organic fertilizers. The ability to acquire and retain customers across diverse markets—ranging from small agricultural businesses to large municipal systems—is crucial to our financial performance. We also benefit from a growing network of exclusive distributors in key markets such as Australia, the USA, and New Zealand, each committed to achieving minimum annual sales values as stipulated in their respective exclusive distributorship agreements. We are also looking into expanding the distribution network to other regions. Furthermore, the expansion of our distribution network for Digesters and BM1 and related products, alongside direct sales and purchases with waste management firms and other private entities like agricultural distributors and farms, enhances our ability to capture a larger share of the market.

Competition and Market Positioning

The waste management and organic fertilizer markets are highly competitive, with several companies offering various solutions for waste treatment and resource recovery. Our ability to differentiate ourselves through superior technology, faster processing times, and eco-friendly outcomes, such as pathogen-free and odorless fertilizer, is crucial to our ongoing success.

A key revenue driver for us is the sales of our patented Digesters, while our exclusive distributors in Australia, the USA, and New Zealand work are committed to achieving minimum annual sales values as stipulated in their respective exclusive distributorship agreements. Additionally, BM1 Enzyme sales provide a recurring revenue stream. Maintaining our competitive position in waste-to-resource technologies and continuously improving our customer experience will be key to mitigating competitive pressures.

Results of Operations

Comparison of the Six Months Ended June 30, 2024 and 2025

The following table summarizes the consolidated results of our operations for the six months ended June 30, 2024, and 2025, respectively.

Comparison of the Years Ended December 31, 2023 and 2024

The following table summarizes the consolidated results of our operations for the years ended December 31, 2023, and 2024, respectively.

Revenue

Revenue increased by S$2,529,068 or 197% to S$3,810,202 for the six months ended June 30, 2025.

The main principal activities of the Group for the six months ended June 30, 2024 and 2025 was selling patented digesters and BM1 enzymes and organic agricultural products. Revenue from machine sales rose from S$1,064,608 in 2024 to S$3,653,960 in 2025, attributed to the sale of higher capacity digester in FY2025. The higher revenue recognized in FY2025 reflects not only the greater unit capacity but also the stronger acceptance of the Group’s solutions in the market. This milestone underscores the revenue from sales of fertilizer from S$136,756 in 2024 to S$70,383 in 2025. The decline in revenue primarily to meet the evolving demands of commercial-scale clients and demonstrates the scalability of its product offering. Fertilizer products sales declined due to a reallocation of resources and sales focus towards machinery, coupled with a moderation in demand from customers. Distributor fee income remained relatively stable, recording a slight decrease of 4% from S$67,939 in FY2024 to S$65,207 in FY2025, in line with the Group’s consistent distributor arrangements. Other revenue grew by 75% from S$11,830 in FY2024 to S$20,652 in FY2025, driven by higher ancillary services associated with the sale and deployment of digesters, such as after-sales support, training, and delivery services.

Revenue increased by S$2,504,534, or 444% to S$3,069,148 for the financial year ended December 31, 2024.

The main principal activities of the Group for the year ended December 31, 2023 and 2024 was selling patented digesters and BM1 enzymes and organic agricultural products. Revenue from machine sales rose significantly from S$349,980 in 2023 to S$2,655,943 in 2024, attributed to an increase in the number of machines sold from 1 unit in 2023 to 4 units in 2024. The higher sales volume reflects growing market demand, successful customer acquisition, and greater acceptance of the Group’s machinery solutions in target markets. Organic agricultural products sales grew from S$128,758 in 2023 to S$326,555 in 2024. The lower revenue in 2023 was primarily due to limited production capacity, which constrained the Group’s ability to meet market demand. The primary constraint stemmed from operating out of a small-scale factory with insufficient equipment, which limited production output. Moreover, during this period, our focus was on establishing a robust customer base, which required significant efforts in market outreach and building trust with new clients. These activities, while critical for long-term growth, diverted resources from scaling production, resulting in constrained output. In 2024, production levels improved significantly because we relocated to a larger factory in February 2024 and installed a 6,000L digester, which substantially increased our production capacity for organic agricultural products, enabling the Group to fulfill more orders and expand its customer base, resulting in higher sales. Distributor fee income decreased from S$81,074 in 2023 to S$67,230 in 2024. This reduction was due to a streamlining of the distribution model, where the number of active distributors was reduced from two in 2023 to one in 2024. The shift is aligned with the Group’s strategy to consolidate operations and enhance efficiency through more committed distributor. Other revenue increased from S$4,802 in 2023 to S$19,420 in 2024, reflecting higher ancillary income related to the Group’s core operations, including potential after-sales services, delivery services, or training activities associated with machinery and fertilizer usage.

Cost of revenue

Cost of revenue increased by S$254,763, or 57%, to S$704,271 for the six months ended June 30, 2025, compared to the corresponding period in 2024. This increase was directly attributable to the corresponding growth in revenue, in line with the Group’s overall business expansion.

Cost of revenue increased by S$848,833, or 345%, to S$1,095,221 for the financial year ended December 31, 2024, compared to the previous year. This increase was directly attributable to the corresponding growth in revenue, in line with the Group’s overall business expansion.

Gross profit

Despite the increase in cost of revenue, the gross profit margin improved from 65% in June 30, 2024 to 82% in June 30, 2025, reflecting the Group’s ability to maintain strong profitability. The improvement was primarily driven by a higher proportion of sales from higher-capacity machine models, which deliver a greater gross profit per unit compared to the lower-capacity models sold in the preceding period.

Despite the increase in cost of revenue, the gross profit margin improved from 56% in FY2023 to 64% in FY2024, reflecting the Group’s ability to maintain strong profitability. The improvement was primarily driven by a higher proportion of sales from higher-capacity machine models, which deliver a greater gross profit per unit compared to the lower-capacity models sold in the preceding year.

Note 1: A transaction fee is charged on all Company products sold through the Shopee or Lazada platforms, representing a cost for processing each sale made via these e-commerce marketplaces.

Selling and distribution expenses

Selling and distribution expenses decreased by S$121,037, or 67%, to S$60,336 for the six months ended June 30, 2025, compared to S$181,373 in the prior corresponding period.

The significant reduction in selling and distribution (S&D) expenses was primarily attributable to the absence of marketing and materials-related costs, which amounted to S$136,667 in 2024. In 2025, the Group shifted its focus away from traditional promotional materials and streamlined marketing efforts, thereby achieving cost savings.

In addition, exhibition and trade fair expenses declined substantially to S$6,904 in 2025 from S$41,102 in 2024, reflecting fewer physical events undertaken during the period. This reduction was consistent with the Group’s strategic move to allocate resources toward more cost-effective and targeted marketing channels.

Partially offsetting these decreases, advertising expenses rose to S$50,118 in 2025 (2024: nil), as the Group invested in brand-building campaigns to enhance customer outreach and strengthen its market positioning. Transaction costs associated with Shopee and Lazada remained minimal, decreasing slightly to S$8 from S$71 in 2024, while licenses and subscription fees remained stable year-on-year.

Overall, the lower S&D expenses underscore management’s continued efforts to optimize operating costs while reallocating resources toward higher-return initiatives such as digital advertising, aimed at supporting long-term brand visibility and market expansion.

Selling and distribution expenses increased by S$57,106, or 32%, to S$234,236 for the financial year ended December 31, 2024.

The significant increase in selling and distribution (S&D) expenses for the financial year ending December 31, 2024, was primarily driven by higher costs associated with exhibitions and trade fairs. These costs include booth setup, staff meals, accommodation, and parking fees related to key industry events such as Waste Expo and the Clean Enviro Summit Singapore. In addition, the increase was partly due to higher transaction costs imposed by Shopee and Lazada for sales made through their platforms. The group’s increased participation in these events and online marketplace activities reflects a stronger focus on expanding its market presence and promoting its products to a broader audience.

While marketing activities, including advertising, promotional materials, and other marketing-related expenses, also contributed to the rise in S&D costs, the largest driver was the heightened investment in exhibitions and trade fairs. The inclusion of exhibition-related expenses in 2024, which amounted to S$41,102, was a major factor in the overall increase. This strategic investment in industry events aligns with the company’s efforts to enhance brand visibility, engage with potential customers, and support its long-term growth goals through direct exposure in high-profile industry events.

General and administrative expenses

General and administrative expenses increased by S$457,409, or 20%, to S$2,794,990 for the six months ended June 30, 2025, compared to S$2,337,581 for the six months ended June 30, 2024. Employee’s benefit and amortization of intangible assets, specifically related to the patented Rapid Thermophilic Digestion System, were the substantial portion of the general expenses.

Employee’s benefit expenses increased by S$174,562, or 19%, from S$898,138 in FY2024 to S$1,072,700 in FY2025. The increase was primarily attributable to higher headcount and remuneration adjustments as the Group continued to invest in strengthening its operational and managerial capabilities to support business growth.

Professional consultancy fees rose by S$74,545, or 150%, to S$124,218 in FY2025. The increase was driven by higher engagement of external advisors in areas such as compliance, corporate strategy, and financial reporting, in line with the Group’s scaling operations, expansion and listing initiatives.

Repair and maintenance expenses increased by S$72,004, or 215%, from S$33,527 in FY2024 to S$105,531 in FY2025. This was mainly due to higher servicing costs incurred for property and equipment, reflecting the increased scale of operations and upkeep of newly deployed machinery.

General and administrative expenses increased by S$369,381, or 8%, to S$5,016,235 for the financial year ended December 31, 2024, compared to S$4,646,854 for the financial year ended December 31, 2023. Employee’s benefit and amortization of intangible assets, specifically related to the patented Rapid Thermophilic Digestion System, were the substantial portion of the general expenses.

The overall increase was driven mainly by higher salaries and wages, including remuneration for staff and directors, reflecting the Group’s efforts to strengthen its workforce.

Finance costs

Finance costs decreased by S$91,514, or 28%, to S$237,362 for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease in financial costs is attributable to lower loan interest repayments, primarily due to borrowing features that included a lower interest component in the later periods.

Finance costs decreased by S$14,793, or 2%, to S$628,467 for the financial year ended December 31, 2024, as compared to the financial year ended December 31, 2023. The decrease in financial costs is attributable to lower loan interest repayments, primarily due to borrowing features that included a lower interest component in the later periods.

Other income, net

Other income, net for the six months ended June 30, 2025, decreased significantly by S$183,894, or 57%, to S$139,340 compared to S$323,234 in the corresponding period in 2024. The decrease was primarily attributable to lower other income, which declined by S$177,488, or 59%, to S$124,904 in FY2025 from S$302,392 in FY2024. Other income in FY2024 mainly comprised the waiver of interest by a shareholder, which resulted in a one-off gain recognized during the year. In contrast, other income in FY2025 was mainly attributable to the reversal of allowance for credit loss provided in the previous financial year.

In addition, government grants decreased by S$6,406, or 31%, to S$14,436 in FY2025 from S$20,842 in FY2024, reflecting lower support received under various government assistance schemes during the year.

Other income for the financial year ended December 31, 2024, saw a significant increase of S$1,288,787, or 2,156%, rising to S$1,348,571 compared to S$59,784 in the previous year. This substantial growth was largely driven by the transfer of customer deposits to other income. The group received two substantial customer deposits, which were initially recorded as liabilities on the balance sheet. These deposits were subsequently transferred to other income, reflecting the changes in the terms of the agreements. The deposits were transferred to other income due to forfeiture following the expiration of distributorship agreements

Additionally, the increase in other income was supported by government grants received during the year. These grants were aimed at supporting the group’s operations, including government-paid childcare leave, Jobs Growth Incentive payouts, Progressive Wage Credit Scheme payouts, and SkillsFuture Enterprise Credit (SFEC). The group also received grants related to its participation in key industry events, such as the Clean Enviro Summit Singapore. These grants contributed to offsetting operational costs and supported the group’s market expansion and workforce development initiatives.

Income tax (credit) / expenses

In The deferred tax expense for the year primarily arose from taxable temporary differences associated with property and equipment, partially offset by deductible temporary differences including lease liabilities, provisions, unutilized tax losses, unabsorbed capital allowances, and donations. The overall deferred tax movement amounted to a net expense of S$332,080 and net income of S$78,795 for the June 30, 2025 and June 30, 2024 respectively.

There was no current income tax expense recognized during the period as the Group was in a loss-making position, and therefore did not incur any current tax liabilities.

In The deferred tax expense for the year primarily arose from taxable temporary differences associated with property and equipment, partially offset by deductible temporary differences including lease liabilities, provisions, unutilized tax losses, unabsorbed capital allowances, and donations. The overall deferred tax movement amounted to a net expense of S$192,366 for the current year, with an additional net adjustment of S$21,899 due to under- and over-provisions from prior years.

There was no current income tax expense recognized during the year as the Group was in a loss-making position, and therefore did not incur any current tax liabilities.

Liquidity and Capital Resources

The Group has incurred recurring losses. For the years ended December 31, 2024, the Company reported net losses of S$2,770,705 (2023: S$4,958,407) and negative operating cash flows of S$3,861,573 in 2024 (2023: S$2,227,080). For the six months ended June 30, 2025, the Company reported a net loss of S$179,497 and negative operating cashflows of S$751,430. These losses primarily resulted from commercialization efforts and the enhancement of sales and marketing capabilities.

Based on our cash flow statement for the financial year ended December 31, 2024, we have experienced significant cash outflows, primarily driven by our operating activities. The net cash used in operating activities was S$3,861,573, reflecting a loss of S$2,770,705 after tax and adjustments for non-cash items such as depreciation, amortization, and provisions. Our operating cash flow before working capital changes amounted to S$445,270 but this was offset by substantial working capital changes, particularly from a decrease in payables and contract liabilities, leading to significant outflows.

Despite these challenges, we have successfully secured capital resources to support our operations. Our financing activities generated S$5,194,131, with a notable contribution of S$3,450,000 from the issuance of new shares and S$2,568,811 from bank borrowings. During the year, the group secured a 5 year loan facility of S$2.7 million at an interest rate of 6% per annum from ANEXT Bank. The loan is expected to be repaid in accordance with the agreed-upon terms over the next five years. These inflows helped mitigate the cash outflows from operating and investing activities, including the S$105,920 spent on purchasing property and equipment.

By the end of the reporting period, our net cash position had increased by S$1,227,815, bringing our cash and cash equivalents to S$1,544,933. This reflects a positive shift in liquidity, largely due to financing inflows, although we continue to face challenges with our operating cash flow.

As of June 30, 2025, our financial performance has improved, with the net loss reduced significantly to S$179,497. Correspondingly, net cash used in operating activities also decreased to S$751,430, reflecting the progress made in stabilizing our operations and managing working capital more effectively.

Substantial doubt exists about our ability to continue as a going concern. Our auditors cited our recurring losses, an accumulated deficit of S$45,705,138 as at June 30, 2025 and our negative cash flows from operations as factors that may limit our ability to meet obligations over the next twelve months from the date our financial statements are issued.

To fund our operations over the next twelve months, we intend to employ the following measures:

Debt Facilities. We have strengthened our liquidity position through new financing arrangements, including a short-term loan of S$225,000 with a one-year repayment term from a financial institution and a short-term loan of S$225,000 from third party with a repayment term within a year.

Advances from Shareholders and Related Parties. Given our negative cash flow from operations, our shareholder Mr. Sim Eng Tong has indicated a willingness to provide additional working capital advances and/or novation of existing liabilities, subject to board approval. To date, advances of S$2 million have been committed, of which S$1.65 million remains available. In addition, the shareholders have also provided additional shareholder loans of S$150,000 and US$1,100,000, both of which have been fully drawn down to date.

The Company and its subsidiary Biomax Holdings Pte Ltd as the borrower, entered into eight separate convertible loan agreements on September 19 and 29, 2025, with eight existing shareholders serving as lenders and Sim Eng Tong as the guarantor for each, whereby the lenders extended loans in an aggregate amount of $1,100,000 to fund the Company’s pre-IPO expenses; these loans allow conversion at the lender's option into fully paid Class A Ordinary Shares of the Company at a conversion price of $2.00 per share during a three-month exercise period following a six-month minimum holding period commencing on the first trading day of the Company’s Class A Ordinary Shares on NYSE American, or alternatively permit cash election for repayment of principal plus interest, with deemed cash election if no choice is made.

Revenue from Authorized Distributor. We have secured significant commercial orders from our Distributor that provide upfront cash inflows. In December 2024 and April 2025, we received two purchase orders for 80,000L digesters, with associated down payments of up to 50% expected by August 2025, which amounted to S$3.8 million. We also received a purchase order for 80,000L digester in May 2025, also with a 50% down payment which amounts to US$1,425,000 expected to be received by December 2025. These orders represent meaningful revenue opportunities and contribute to meeting our short-term funding requirements.

Beyond the next twelve months, we plan to achieve a self-sustaining capital structure through:

Revenue Growth and Positive Cash Flow. We anticipate achieving break-even cash flow from operations by the end of fiscal year 2026, driven by scaling of our core product line, expansion into adjacent markets, and incremental margins from licensing agreements. Achieving this milestone will significantly improve our credit profile and reduce reliance on external financing.

Ability to Obtain Financing. Our ability to secure debt or equity financing—particularly given our working capital deficit and negative operating cash flow—depends on a variety of factors, including prevailing market conditions, investor sentiment toward our industry, the advancement of our product candidates and the continued support of our current shareholders. While no arrangements are guaranteed, we believe that the demonstrated commitment of key investors, the flexibility of our related-party financing sources and our cost-reduction initiatives position us to obtain the capital necessary to continue as a going concern.

In assessing our liquidity, we continuously monitor and analyze our available cash, as well as our operating and capital expenditure commitments. Our primary liquidity needs include fulfilling working capital requirements, covering operating expenses, and meeting capital expenditure obligations. To finance our working capital needs, we have utilized equity financing through share allotments and capital contributions from shareholders, alongside cash generated from operations.

Given the current financial situation and based on available information, we expect that our cash on hand will be sufficient to meet our working capital requirements within the normal operating cycle of the next twelve months from the date these financial statements are issued.

However, should we face challenges in meeting our working capital needs within the twelve-month period, we may consider supplementing our available funds through the following sources:

Based on the above considerations, we are of the opinion that we have sufficient funds to meet our working capital requirements and current liabilities as they become due within twelve months from the issuance of these financial statements. However, there is no guarantee that we will be successful in executing our plans. Various factors, such as fluctuations in demand for our products, changes in market conditions, and the broader capital market environment in Singapore, could impact our ability to implement these plans.

Summary of Cash Flow