As filed with the U.S. Securities and Exchange Commission on December 19, 2025.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

EUPEC International Group Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

Rue du Comte Jean, Port 3060

59760 Grande-Synthe, France

+33 (0) 3 28 23 83 20

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

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

Approximate date of commencement of proposed sale to 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 statement number of the earlier effective registration statement the same offering. ☐

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

Emerging growth company ☒

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

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

EUPEC International Group Limited

1,250,000 Class A Ordinary Shares

This is the initial public offering of the class A ordinary shares, par value $0.0001 per share of EUPEC International Group Limited (throughout this prospectus, unless the context otherwise suggests, we refer to EUPEC International Group Limited and its consolidated subsidiary as “we,” “us,” “our” or “our company”). We are offering 1,250,000 class A ordinary shares. We currently estimate that the initial public offering price will be $4.00 per share.

Currently, there is no public market for our class A ordinary shares. We have applied to list our class A ordinary shares on The Nasdaq Capital Market under the symbol “EUPX”. We believe that upon the completion of this offering, we will meet the standards for listing, and the closing of this offering is contingent upon such listing. However, there is no guarantee or assurance that our class A ordinary shares will be approved for listing on The Nasdaq Capital Market.

We have two classes of ordinary shares - class A ordinary shares and class B ordinary shares. Each class A ordinary share is entitled to one (1) vote per share. Each class B ordinary share is entitled to one hundred (100) votes per share and is convertible into one class A ordinary share. All of our outstanding class B ordinary shares are held by SIDMoR Holdings Limited, or SIDMoR Holdings, an entity controlled by Jonathan Teik Cheh Chong, our Chairman and Chief Executive Officer. Upon the closing of this offering, we anticipate that SIDMoR Holdings will own approximately 99.55% of our total voting power (or approximately 99.49% if the underwriters exercise the over-allotment option in full) and we will meet the definition of a “controlled company” under the corporate governance standards for Nasdaq listed companies. As a “controlled company,” we will be eligible to utilize certain exemptions from the corporate governance requirements of The Nasdaq Capital Market, although we do not intend to avail ourselves of these exemptions. See “Prospectus Summary—Implications of Being a Controlled Company.”

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our class A ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of the material risks of investing in our class A ordinary shares under the heading “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option, exercisable for 45 days from the date of the closing of this offering, to purchase up to an additional 187,500 class A ordinary shares on the same terms as the other shares being purchased by the underwriters from us to cover over-allotments.

We have also agreed to issue, on the closing date of this offering, the representative’s warrants to the representative (or any other designee of representative), to purchase an amount equal to 5% of the aggregate number of class A ordinary shares sold by us in this offering with an exercise price equal to 100% of the public offering price. For a description of other terms of the representative’s warrants and a description of the other compensation to be received by the underwriter, see “Underwriting.”

The underwriters expect to deliver the class A ordinary shares to purchasers in this offering on or about            , 2026.

R.F. Lafferty & Co., Inc.

The date of this prospectus is                     , 2026

TABLE OF CONTENTS

Through and including                   , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. 

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our class A ordinary shares. 

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. 

RISK FACTORS

An investment in our class A ordinary shares involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before purchasing our class A ordinary shares. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

We are an early-stage company with a limited operating history.

Our company was incorporated in June 2025 and EUPEC was incorporated in April 2022. Accordingly, we have a limited history upon which you can evaluate our business and prospects. Our prospects must be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets. You should consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays and other adverse factors. These risks are described in more detail below.

We may not be able to substantially increase our production and services output in order to maintain our cost competitiveness.

We believe that our ability to provide cost-effective services is one of the most significant factors that contributed to our past success and will be essential for our future growth. We need to increase our production output to a level that will enable us to substantially reduce the cost of our services through economies of scale. However, our ability to substantially increase our production output is subject to significant constraints and uncertainties, including:

If we are unable to increase our production output because of any of the risks described above, we may be unable to maintain our competitive position or achieve the growth we expect. Moreover, even if we expand our production output, we may not be able to generate sufficient customer demand for our services to support our increased production output.

If we fail to properly manage our anticipated growth, our business could suffer.

The planned growth of our operations may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations, financial condition and cash flow. Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve our development and expansion goals and strategies.

We may incur significant costs because of the warranties we supply with our services.

We typically offer warranties against any defects due to material selections and workmanship for a period of 12 months to 24 months from the date of delivery. Standard warranties, encompassing repair, replacement, or return for defects, are accrued in accordance with IFRS. We continually review these warranties and will make adjustments to accruals accordingly in response to changes in experience or cost trends. Because our historical records indicate minimal customer return and warranty claims, we have not recorded any warranty accruals as of June 30, 2024 and 2025. There is no assurance that future warranty claims will be consistent with past history, and in the event that we experience a significant increase in warranty claims, there is no assurance that the rectification costs will be low. This could have a material adverse effect on our business, financial condition and results of operations. 

Quality problems with, and liability claims in connection with, our services could harm to our reputation, lead to adverse verdicts or costly settlements, and could have a material adverse effect on our business, financial condition, and results of operations.

Quality is extremely important to us and our customers due to the serious and costly consequences of materials selection and workmanship failure, and our business exposes us to potential liability risks that are inherent in the design, production and marketing of our services. Manufacturing defects or design flaws could result in unfavorable judicial decisions or settlements arising out of liability claims and lawsuits, including class actions, which could negatively affect our business, financial condition and results of operations. We regularly review our liability claims and record contingent liabilities resulting from such claims when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. Although we have not historically experienced significant liability claims and we did not record any contingent liabilities for the years ended June 30, 2024 and 2025, there is no assurance that claims will be consistent with past history, and in the event that we experience a significant increase in claims, it could have a material adverse effect on our business, financial condition and results of operations.

High quality services are critical to the success of our business. If we fail to meet the high standards that we set for ourselves and that our customers expect, and if our services are the subject of material adverse events, our reputation could be damaged, we could lose customers and our revenue could decline.

Any liability claim brought against us, with or without merit, could be costly to defend and resolve. Any of the foregoing problems, including liability claims, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business, financial condition, and results of operations.

We may not have insurance coverage against all damage or losses relating to our facilities.

We currently have insurance coverage for certain machinery and equipment and buildings located at our facilities. If we were to suffer any losses or damage to our facilities before the purchase of insurance policies that provide adequate coverage, our business, financial condition and results of operations may be materially and adversely affected.

In addition, we maintain property insurance coverage against certain property and inventory damages and losses. However, such insurance may not adequately compensate us for any such losses and will not address a loss of customers as a result of property damage and consequent disruptions to operations or may have large deductibles insufficient to support our continuing operations. If damages or losses exceed the insurance coverage, we may not be able to return to operation for an extended period of time, potentially even threatening our viability. In addition, insurance coverage is expensive, may be difficult to obtain and may not be available in the future on acceptable terms or at all. A significant increase in the cost of insurance coverage could adversely affect our business, financial condition and results of operations.

Our major customers account for a significant portion of our revenue and the loss of any major customer could have a material adverse effect on our results of operations.

For the year ended June 30, 2024, two customers, ITP Interpipe and PMPIPING, accounted for approximately 34% and 25% of our revenue, respectively, and for the year ended June 30, 2025, one customer, ITP Interpipe, accounted for approximately 31% of our revenue. We anticipate that we may continue to have customer concentrations in the future. Presently, we do not have long-term contracts with our customers and primarily sell our services on the basis of individual purchase orders or on a per project basis, and the loss of any major customer could have a material adverse effect on the results of operations. In addition, our results of operations and ability to service our debt obligations would be impacted negatively to the extent that any major customer is unable to make payments to us or does not make timely payments on outstanding accounts receivable.

We do not have long-term purchase commitments from our customers, which may result in significant uncertainties and volatility with respect to our revenue from period to period.

We do not have long-term purchase commitments from our customers and the term of our sales contracts with our customers is typically one year or less. Furthermore, these contracts leave certain major terms such as price and quantity open to be determined in each purchase order. These contracts also allow parties to re-adjust the contract price for substantial changes in market conditions. As a result, if our customers hold stronger bargaining power than us or the market conditions are in their favor, we may not be able to enjoy the price downside protection or upside gain. Furthermore, our customers may decide not to continue placing purchase orders with us in the future at the same level as in prior periods. As a result, our results of operations may vary from period to period and may fluctuate significantly in the future.

We depend on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause us to breach our sales contracts with our customers.

We purchase certain key raw materials and finished goods, including epoxy, polyurethane and other specialty chemicals, from suppliers in France and overseas. For the year ended June 30, 2024, one supplier, Borealis, accounted for approximately 34% of our total purchases. For the year ended June 30, 2025, one supplier, Lyondellbasell, accounted for approximately 16% of our total purchases. However, due to the availability of numerous alternative raw material suppliers, we do not believe that the loss of any single raw material supplier would have a material adverse effect on our financial condition or results of operations. Historically, we have been able to obtain an adequate supply of raw materials and do not anticipate any shortage of these materials. However, in the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply of these raw materials and finished goods from our existing suppliers or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key raw materials and finished goods in a timely fashion, it would result in a significant delay in our production and shipments, which may cause us to breach our sales contracts with our customers. Furthermore, failure to obtain sufficient supply of these raw materials and components at a reasonable cost could also harm our revenue and gross profit margins.

Interruptions in deliveries of raw materials could adversely affect our revenue or profitability.

Our dependency upon deliveries from particular suppliers means that interruptions or stoppages in deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver raw materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of raw materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary raw material could cause us to cease production or selling one or more of our services for a period of time. Although we have not experienced any significant interruptions of deliveries in the past, if we were to experience such interruptions, they could have a material adverse effect on our results of operations.

We depend on third-party delivery services, for both inbound and outbound shipping, to deliver our services to our customers on a timely and consistent basis, and any deterioration in our relationship with any one of these third parties or increases in the fees that they charge could harm our reputation and adversely affect our business and financial condition.

We rely on third parties for both inbound and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable to us, or at all. Shipping costs have increased from time to time, and may continue to increase, and we may not be able to pass these costs directly to our customers.

Any increased shipping costs could harm our business, prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could negatively affect our operating results. In addition, we utilize a variety of shipping methods for both inbound and outbound logistics. We rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business and financial condition. We also rely on parcel freight based upon the materials and quantities being shipped and customer delivery requirements. These freight costs have increased on a year-over-year basis and may continue to increase in the future. Any increases in fees would increase our shipping costs which could negatively affect our operating results.

In addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver shipments for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required to use alternative carriers for shipments. Changing carriers could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking and delays in order processing and delivery, and we may be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.

If our fulfillment operations are interrupted for any significant period of time or are not sufficient to accommodate increased demand, our sales could decline and our reputation could be harmed.

Our success depends on our ability to effectively manage service requests and ensure timely delivery of our coating solutions to clients. Most of our services are coordinated from our distribution centers, where we handle inventory management, packaging, labeling, and shipping processes. As demand grows and project requirements evolve, we may need to expand our distribution capabilities or transition operations to larger or more specialized facilities. Failure to scale our fulfillment operations in response to increased demand could impact our ability to serve clients effectively and, consequently, affect our sales performance.

In addition, our distribution centers are susceptible to damage or interruption from human error, pandemics, fire, flood, power loss, telecommunications failures, terrorist attacks, acts of war, break-ins, earthquakes and similar events. For instance, most of the local governments where our operations are located instituted intermittent lockdowns throughout the COVID-19 pandemic in 2020 and 2021, which resulted in temporary closures of our facilities at various times, and a reduction in our business operation.

We do not currently maintain back-up power systems at our fulfillment centers. We do not presently have a formal disaster recovery plan or business interruption insurance. In addition, alternative arrangements may not be available, or if they are available, may increase the cost of fulfillment. Any interruptions in our fulfillment operations for any significant period of time, including interruptions resulting from the expansion of our existing facilities or the transfer of operations to a new facility, could damage our reputation and brand and substantially harm our business and results of operations.

Security threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business.

It is essential to our business strategy that our technology and network infrastructure remain secure and is perceived by our customers to be secure. Despite security measures, however, any network infrastructure may be vulnerable to cyber-attacks. Information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign private parties and state actors. We may face cyber-attacks that attempt to penetrate our network security, to sabotage or otherwise disable our website, misappropriate our or our customers’ proprietary information, which may include personally identifiable information, or cause interruptions of our internal systems and services. If successful, any of these attacks could negatively affect our reputation, damage our network infrastructure and our ability to sell our services, harm our relationship with customers that are affected and expose us to financial liability.

We maintain a system of preventive and detective controls through our security programs; however, given the rapidly evolving nature and proliferation of cyber threats, our controls may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations, and we cannot eliminate the risk of human error or employee malfeasance.

In addition, any failure by us to comply with applicable privacy and information security laws and regulations could cause us to incur significant costs to protect any customers whose data was compromised and to restore customer confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations. Such events could lead to lost sales and adversely affect our results of operations.

We operate in a rapidly changing market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

The market for linepipe coating products is a rapidly changing market, characterized by changing technologies, the need for expanding pipeline infrastructure, intense price competition, evolving industry standards, and changing and diverse regulatory environments. Our inability to anticipate these changes and adapt our business and offerings could undermine our business strategy. Our business strategy and projections, including those related to our revenue growth and profitability, rely on a number of assumptions about the market for linepipe coating products, including the size and projected growth of the market over the next several years. Some or all of these assumptions may be incorrect. Our growth strategy is dependent, in part, on our ability to timely and effectively launch new services, the development of which is uncertain, complex, and costly. In addition, we may be unable successfully and efficiently to address advancements in technology, marketing and pricing strategies, which could materially and adversely affect our growth prospects and results of operations.

We face significant competition.

We believe that our success will depend heavily upon achieving market acceptance of our services before our competitors introduce more advanced competing services. Current and new competitors, however, may be able to develop and introduce better or more desirable services in advance of us or at a lower cost. In addition, some of our current and potential competitors have longer and/or more established operating histories, greater industry experience, greater name recognition, established customer bases, and significantly greater financial, technical, marketing, and other resources than we do. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations, and our competitors’ innovations by continually working to improve the design of our services, enhancing our services, as well as improving and increasing our marketing and distribution channels. Increased competition could result in a decrease in the desirability of our services, a decrease in the use of our services by customers, loss of market share and brand recognition, and a reduction in the projected revenues from our services. We cannot assure you that we will be able to compete successfully against current and future competitors. Competitive pressures faced by us could have a material adverse effect on our business, operating results and financial condition.

The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our company could affect our ability to successfully grow our business.

Our future success depends in large part upon the continued service of the members of our executive management team and key employees, including our Chief Executive Officer. In addition, our success also depends on our ability to attract and retain qualified technical, sales and marketing, production support, financial and accounting, legal and other managerial personnel. The competition for skilled personnel in the industry in which we operate is intense. Our personnel generally may terminate their employment at any time for any reason. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel, we might not be able to operate our businesses effectively or efficiently, serve our clients properly or maintain the quality of our services.

Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

For the year ended June 30, 2024, approximately 38% of our revenues were generated from sales in France, with the remaining revenues generated from other European countries. For the year ended June 30, 2025, approximately 70% of our revenues were generated from sales in France, with the remaining revenues generated from other European countries. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will amplify the effects of these risks, which include, among others:

We are also affected by domestic and international laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws, laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs. Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations. Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how domestic and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations and financial position.

Our results of operations and financial position are also impacted by changes in currency exchange rates. Unfavorable currency exchange rates between the U.S. dollar, Euro and other foreign currencies could adversely affect us in the future. Fluctuations in currency exchange rates may present challenges in comparing operating performance from period to period.

There are other risks that are inherent in our international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others, competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions, government-imposed operational shutdowns, natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

Additionally, if the opportunity arises, we may expand our operations into new international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or services to expand our services or take advantage of new developments and potential changes in the industry. If we are unsuccessful in expanding into new or high-growth international markets, it could adversely affect our operating results and financial condition.

Current and future litigation, regulatory, administrative, or other legal proceedings could have a material adverse effect on our business and results of operations.

Lawsuits and regulatory, administrative, or other legal proceedings that have arisen or may arise, including, but not limited to, in connection with our operations and the financing thereof, can involve substantial costs, including the costs associated with investigation, litigation, and possible settlement, judgment, penalty, or fine. In addition, such matters may be time-consuming to defend or prosecute and may require a commitment of management and personnel resources that will be diverted from our normal business operations. There can be no assurance that costs associated with such matters will not exceed the limits of any applicable insurance policies that we may have. Moreover, we may be unable to continue to maintain any insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs being uninsured. Our business, financial condition, and results of operations could be adversely affected if a matter is adversely determined and, irrespective of a final determination, any such matter could significantly impact our reputation and ability to conduct our business.

We could be subject to environmental lawsuits.

The oil and natural gas business involves a variety of operating hazards and risks, such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas, or well fluids, fires, spills, pollution, releases of toxic gas, and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources, and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties, and suspension of operations. Environmental hazards and damages resulting from such incidents may have adverse consequences and third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around our properties. There can be no assurance that our defense of such claims will be successful. A successful claim against us or any of the third parties we contract with to conduct operations on our land could have an adverse effect on our business prospects, financial condition, and results of operation.

We are a holding company, and we are accordingly dependent upon distributions from our subsidiary to pay dividends, if any, taxes and other expenses.

We are a Cayman Islands holding company and have no material assets other than ownership of equity interests in our subsidiary. We have no independent means of generating revenue. We intend to cause our subsidiary to make distributions to our company in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by us. Our ability to service our debt, if any, depends on the results of operations of our subsidiary and upon the ability of our subsidiary to provide us with cash, whether in the form of dividends, loans or other distributions, to pay amounts due on our obligations. Future financing arrangements may contain negative covenants that limit the ability of our subsidiary to declare or pay dividends or make distributions. Our subsidiary is a separate and distinct legal entity, and to the extent that we need funds, and our subsidiary is restricted from declaring or paying such dividends or making such distributions under applicable law or regulations or is otherwise unable to provide such funds (for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiary to distribute funds), our liquidity and financial condition could be materially harmed.

The obligations associated with being a public company will require significant resources and management attention, and we will incur increased costs as a result of becoming a public company.

As a public company, we will face increased legal, accounting, administrative and other costs and expenses that we have not incurred as a private company, and we expect to incur additional costs related to operating as a public company. After the completion of this offering, we will be subject to the reporting requirements of the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, and the listing requirements of Nasdaq (if our class A ordinary shares are approved for listing), each of which imposes additional reporting and other obligations on public companies. As a public company, we will be required to, among other things:

We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to increase legal and financial compliance costs and make some activities more time consuming and costly. These laws, regulations and standards are subject to varying interpretations, in many cases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.

We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report we file with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer a non-accelerated filer or no longer an emerging growth company if we take advantage of the exemptions available to us through the JOBS Act.

We are in the very early stages of the costly and challenging process of compiling the system and process documentation necessary to perform the evaluation needed to comply with Section 404. In this regard, we will need to continue to dedicate internal resources, engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. As we transition to the requirements of reporting as a public company, we may need to add additional finance staff. We may not be able to remediate any future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion on the effectiveness of our internal controls when they are required to issue such opinion, investors could lose confidence in the accuracy and completeness of our financial reports, which could harm our share price.

Risks Related to Our Operations in France

We are subject to anti-corruption, export control, customs, sanctions, and other regulatory laws governing our operations in France and the European Union. Non-compliance could result in significant penalties and legal expenses, adversely impacting our business, results of operations, and financial condition.

We are subject to a range of anti-corruption laws, export control regulations, customs laws, sanctions, and trade laws in France and the European Union, or the EU. The regulatory environment includes both EU and French laws. These laws, collectively referred to as “trade control laws,” regulate our interactions with foreign markets and impose strict compliance requirements on cross-border trade activities, partnerships, and financial transactions.

Failure to comply with these laws and regulations may result in significant civil or criminal penalties, sanctions, and corrective measures. For instance, if we breach EU or international export control regulations, economic sanctions, or customs requirements, we could face restrictions on our ability to trade, costly legal proceedings, or reputational damage. Additionally, non-compliance with anti-corruption laws, including those governing interactions with government officials or third-party intermediaries, could subject us to fines, legal expenses, and other penalties.

We are subject to stringent and evolving EU and French laws, regulations, rules, and contractual obligations related to data privacy and security and non-compliance could lead to regulatory investigations, litigation, fines, operational disruptions, reputational harm, revenue loss, and other adverse effects.

Outside the United States, an increasing number of laws, regulations, and industry standards may govern data privacy and security such as the EU’s Regulation 2016/679 of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as amended, or EU GDPR.

Some European regulators have prevented companies from transferring personal data out of Europe for allegedly violating the EU GDPR’s cross-border data transfer limitations. We may be unable to transfer personal data from Europe and other jurisdictions to the United States or other countries due to data localization requirements or limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries.

In addition to data privacy and security laws, we may be contractually subject to industry standards adopted by industry groups and may become subject to such obligations in the future. We may also be bound by other contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. We may publish privacy policies, marketing materials, and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences.

Changes in international trade policies, tariffs, and EU-specific import/export regulations could materially and adversely affect our business, financial condition, and results of operations.

Operating primarily in France, we are exposed to the complexities of EU trade policies, tariffs, and import/export regulations. Any shifts in laws or policies affecting EU trade, especially regarding relationships with non-EU countries, could have significant ramifications for our business. Recent and anticipated regulatory changes could result in increased restrictions, tariffs, or trade barriers, which may impede our ability to efficiently source raw materials, access essential components, or export our services beyond the EU.

In particular, if the EU or other jurisdictions were to implement policies limiting or complicating the movement of goods and materials across borders, it could disrupt our supply chain, raise operating costs, and delay our production processes. These constraints could reduce our ability to meet demand outside the EU or limit our operational flexibility within France and the broader European market. Consequently, such trade policy changes could materially impact our business performance by inflating costs, restricting market access, and reducing operational efficiency.

Currency exchange rate fluctuations present a risk to our operations and financial results.

Our operations based in France expose us to fluctuations in exchange rates between the Euro and other major currencies, notably the U.S. dollar. Given the volatile nature of currency markets, these fluctuations may significantly impact our results. For example, an appreciation of the Euro against the U.S. dollar could increase the relative price of our services for clients outside the Eurozone, potentially reducing demand and impacting revenue. Conversely, a depreciation of the Euro against the U.S. dollar would increase our costs for any goods or services we procure or pay for in dollars, further affecting profitability.

Our exposure to foreign exchange risk is considerable, making our cash flow and earnings susceptible to currency market volatility. This volatility could materially affect our financial performance, particularly if adverse exchange rate movements reduce our competitive pricing or increase the relative cost of key imports.

Our operations in France could be adversely affected by complex labor laws, union activity and potential labor disruptions.

We have a significant number of permanent employees in France, where labor laws provide employees with extensive protections, including rights to collective bargaining, consultation through works councils, and legal support through union representation.

Our operations in France are subject to complex labor regulations, and we may be required to consult with or obtain the opinion of employee representative bodies before implementing material operational changes. In addition, strikes and other labor disruptions could adversely impact our operations, delay strategic initiatives, and increase costs. Any failure to comply with French labor laws or manage labor relations effectively could materially and adversely affect our business, financial condition, and results of operations.

Risks Related to this Offering and Ownership of Our Ordinary Shares

There has been no public market for our class A ordinary shares prior to this offering, and an active market in which investors can resell their shares may not develop.

Prior to this offering, there has been no public market for our class A ordinary shares. We have applied to list our class A ordinary shares on The Nasdaq Capital Market under the symbol “EUPX”. If our application to the Nasdaq Capital Market is not approved or we otherwise determine that we will not be able to secure the listing of our class A ordinary shares on the Nasdaq Capital Market, we will not complete the offering.

Even if our class A ordinary shares are approved for listing, a liquid public market for our class A ordinary shares may not develop. The initial public offering price for our class A ordinary shares has been determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the class A ordinary shares are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your class A ordinary shares regardless of our operating performance or prospects.

The market price of our class A ordinary shares may be highly volatile, and you could lose all or part of your investment.

The market for our class A ordinary shares may be characterized by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companies for the indefinite future. The stock market in general has recently been highly volatile. Furthermore, there have been recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. We may also experience such volatility, including stock run-ups, upon completion of this offering, which may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our class A ordinary shares.

The market price of our class A ordinary shares is likely to be volatile due to a number of factors. First, as noted above, our class A ordinary shares are likely to be more sporadically and thinly traded compared to the shares of such larger, more established companies. The price for our class A ordinary shares could, for example, decline precipitously in the event that a large number of shares is sold on the market without commensurate demand. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the shares of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our class A ordinary shares regardless of our operating performance. The market price of our class A ordinary shares could also be subject to wide fluctuations in response to a broad and diverse range of factors, including the following:

The public offering price of our class A ordinary shares has been determined by negotiations between us and the underwriters based upon many factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our class A ordinary shares may prevent investors from being able to sell their class A ordinary shares at or above the initial public offering price. As a result, you may suffer a loss on your investment.

We may not be able to maintain a listing of our class A ordinary shares on Nasdaq.

If our class A ordinary shares are listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq’s listing requirements, our class A ordinary shares may be delisted. If we fail to meet any of Nasdaq’s listing standards, our class A ordinary shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our class A ordinary shares may materially impair our shareholders’ ability to buy and sell our class A ordinary shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our class A ordinary shares. The delisting of our class A ordinary shares could significantly impair our ability to raise capital and the value of your investment.

The structure of our ordinary shares has the effect of concentrating voting control with a single shareholder, which will limit or preclude your ability to influence corporate matters.  It may also limit the price and liquidity of our class A ordinary shares due to its ineligibility for inclusion in certain stock market indices.

We are authorized to issue two classes of ordinary shares – class A ordinary shares and class B ordinary shares. Each class A ordinary share is entitled to one (1) vote per share and each class B ordinary share is entitled to one hundred (100) votes per share and is convertible into one class A ordinary share. In this offering, we are offering class A ordinary shares. All of our outstanding class B ordinary shares are held by SIDMoR Holdings, an entity controlled by Jonathan Teik Cheh Chong, our Chairman and Chief Executive Officer. Accordingly, upon the closing of this offering, we anticipate that SIDMoR Holdings will own approximately 99.55% of our total voting power (or approximately 99.49% if the underwriters exercise the over-allotment option in full). Accordingly, this shareholder could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. This shareholder will also have the power to prevent or cause a change in control. Without the consent of some or all of these shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of this shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our ordinary shares may also cause a material decline in the value of our class A ordinary shares. For more information regarding our beneficial owners and their affiliated entities, see “Principal Shareholders.”

In addition, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. For example, in July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in any of these indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our class A ordinary shares less attractive to other investors. As a result, fewer investors may be willing to purchase our class A ordinary shares. In consequence, the market price and liquidity of our class A ordinary shares could be adversely affected.

We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

We intend to use the proceeds from this offering for market development, research and development and working capital and general corporate purposes. However, we have considerable discretion in the application of the proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.

You will experience immediate and substantial dilution as a result of this offering.

As of June 30, 2025, our pro forma net tangible book value was approximately $1,486,388, or approximately $0.28 per class A ordinary share. Since the effective price per share of our class A ordinary shares being offered in this offering is substantially higher than the net tangible book value per share, you will suffer substantial dilution with respect to the net tangible book value of the class A ordinary shares you purchase in this offering. Based on the assumed initial public offering price of $4.00 per share being sold in this offering, and our net tangible book value per share as of June 30, 2025, if you purchase shares in this offering, you will suffer immediate and substantial dilution of $3.28 per share (or $3.19 per share if the underwriters exercise the over-allotment option in full) with respect to the net tangible book value of the class A ordinary shares. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

We do not expect to declare or pay dividends in the foreseeable future.

We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our class A ordinary shares will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our class A ordinary shares could be negatively affected.

Any trading market for our class A ordinary shares may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our class A ordinary shares could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our class A ordinary shares could be negatively affected.

Future issuances of our class A ordinary shares or securities convertible into, or exercisable or exchangeable for, our class A ordinary shares, including the issuance of additional class B ordinary shares, or the expiration of lock-up agreements that restrict the issuance of new class A ordinary shares or the trading of outstanding class A ordinary shares, could cause the market price of our class A ordinary shares to decline and would result in the dilution of your holdings.

Future issuances of our class A ordinary shares or securities convertible into, or exercisable or exchangeable for, our class A ordinary shares, including the issuance of additional class B ordinary shares, or the expiration of lock-up agreements that restrict the issuance of new class A ordinary shares or the trading of outstanding class A ordinary shares, could cause the market price of our class A ordinary shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our class A ordinary shares. In all events, future issuances of our class A ordinary shares would result in the dilution of your holdings. Because each class B ordinary share is convertible into one class A ordinary share at the discretion of the holder, any future issuance of class B ordinary shares could also be dilutive to holders of class A ordinary shares upon conversion.  In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our class A ordinary shares. In connection with this offering, we, all of our directors and executive officers, and the holders of 5% or more of our outstanding ordinary shares have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, or securities convertible into or exercisable or exchangeable for our ordinary shares, for a period of six (6) months after the effective date of the registration statement of which this prospectus forms a part. See “Underwriting” for more information. In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our class A ordinary shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our class A ordinary shares.

Future issuances of debt securities, which would rank senior to our class A ordinary shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our class A ordinary shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our class A ordinary shares.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our class A ordinary shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of class A ordinary shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our class A ordinary shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our class A ordinary shares.

If our class A ordinary shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our class A ordinary shares is less than $5.00, our class A ordinary shares could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our class A ordinary shares, and therefore shareholders may have difficulty selling their shares.

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

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers.

Our corporate affairs are governed by our memorandum and articles of association (as may be amended form time time), the Companies Act (Revised) of the Cayman Islands (as may be amended form time time) and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to 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.

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 shareholders 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 (Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders. See “Description of Share Capital—Differences in Corporate Law.”

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

We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, France 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 and France, see “Enforceability of Civil Liabilities.”

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

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

Upon the completion of this offering, we will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

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

While we currently qualify as a foreign private issuer, 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. In the future, we would lose our foreign private issuer status if we to fail to meet the requirements necessary to maintain our foreign private issuer status as of the relevant determination date. For example, if more than 50% of our securities are held by U.S. residents and more than 50% of either our directors or executive officers are residents or citizens of the United States, we could lose our foreign private issuer status.

The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with United States generally accepted accounting principals, or U.S. GAAP, rather than IFRS. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost, and we would still be required to prepare financial statements in accordance with IFRS as required by French law. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation of proxies.

We will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.

Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our class A ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our class A ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our class A ordinary shares.

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. For instance, we are not required to:

We have elected to follow the corporate governance practices of our home country with respect to the composition of our compensation committee and our nominating and corporate governance committee, whereby such committees are comprised of our entire board of directors, including non-independent directors. We may also rely other “home country” exemptions in the future. As a result, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

Upon the completion of this offering, we will be a “controlled company” under the rules of Nasdaq and as a result, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Under Nasdaq’s rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, without limitation, (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that the compensation of our officers be determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors and (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee comprised solely of independent directors. Upon the completion of this offering, SIDMoR Holdings will be able to exercise approximately 99.55% of our total voting power, or approximately 99.49% of our total voting power if the over-allotment option is fully exercised. As a result, we will be a “controlled company” within the meaning of the Nasdaq listing rules. Although we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our class A ordinary shares to look less attractive to certain investors or otherwise harm our trading price.

Our memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares at a premium.

Our memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our class A ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our class A ordinary shares may fall and the voting and other rights of the holders of our class A ordinary shares may be materially and adversely affected. In addition, our memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control.

There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our shares.

In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.

Based on the expected composition of our income and assets and the value of our assets, including goodwill, which is based on the expected price of the shares in this offering, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear, because we will hold a substantial amount of cash following this offering, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.

If we were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Material Tax Considerations—U.S. Federal Income Taxation Considerations—Passive Foreign Investment Company Consequences” for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

After deducting the estimated underwriters’ discounts and offering expenses payable by us, we expect to receive net proceeds of approximately $3,325,000 from this offering (or approximately $4,018,750 if the underwriters exercise the over-allotment option in full), based on an assumed initial public offering price of $4.00 per share. 

We plan to use the net proceeds of this offering for market development, research and development and working capital and general corporate purposes.

The following table sets forth a breakdown of our estimated use of our net proceeds as we currently expect to use them.

The foregoing represents our current intentions to use and allocate the net proceeds of this offering based upon our present plans and business conditions. Our management, however, will have broad discretion in the way that we use the net proceeds of this offering. Pending the final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities. See “Risk Factors—Risks Related to this Offering and Ownership of Our Ordinary Shares—We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.”

DIVIDEND POLICY

We have not previously declared or paid cash dividends, and we have no plan to declare or pay any dividends in the near future. We currently intend to retain most, if not all, of our available funds and future earnings to operate and expand our business. We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiary for our cash requirements, including any payment of dividends to our shareholders. Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. See also “Risk Factors—Risks Related to this Offering and Ownership of Our Ordinary Shares—We do not expect to declare or pay dividends in the foreseeable future.”

CAPITALIZATION

The following table sets forth our cash and capitalization as of June 30, 2025:

The pro forma information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the initial public offering price of our class A ordinary shares and other terms of this offering determined at pricing. You should read this table together with our financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

If the underwriters exercise the over-allotment option in full, each of our pro forma as adjusted cash, total shareholders’ equity and total capitalization would be $4,290,504, $7,236,388 and $10,009,993, respectively.

The table and discussion above exclude the following:

DILUTION

If you invest in our class A ordinary shares in this offering, your ownership will be diluted immediately to the extent of the difference between the public offering price per share and the as adjusted net tangible book value per share immediately after this offering. Dilution in net tangible book value per share to new investors is the amount by which the offering price paid by the purchasers of the shares sold in this offering exceeds the pro forma as adjusted net tangible book value per share after this offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares deemed to be outstanding at that date.

As of June 30, 2025, our net tangible book value was approximately $1,486,388, or approximately $0.00 per class A ordinary share (there were no class A ordinary shares outstanding as of June 30, 2025). After giving effect to the issuance of 5,400,000 class A ordinary shares upon the conversion of 5,400,000 class B ordinary shares, our pro forma net tangible book value as of June 30, 2025 is approximately $1,486,388, or approximately $0.28 per class A ordinary share.

After giving effect to our sale of 1,250,000 class A ordinary shares in this offering at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts and estimated offering expenses, our pro forma as adjusted net tangible book value as of June 30, 2025 would have been approximately $4,811,388, or approximately $0.72 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.44 per share to existing shareholders and an immediate dilution in pro forma net tangible book value of $3.28 per share to purchasers of our class A ordinary shares in this offering, as illustrated in the following table.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share, as adjusted to give effect to this offering, would be $0.81 per share, and the dilution in pro forma net tangible book value per share to new investors purchasing class A ordinary shares in this offering would be $3.19 per share.

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

The following tables summarize the differences between our existing shareholders and the new investors with respect to the number of class A ordinary shares purchased from us in this offering, the total consideration paid and the average price per common share paid at an assumed initial public offering price of $4.00 per share and before deducting estimated underwriting discounts and estimated offering expenses (assuming no exercise of the over-allotment option). As the table shows, new investors purchasing shares in this offering may in certain circumstances pay an average price per share substantially higher than the average price per share paid by our existing shareholders.

The tables and discussion above exclude the following:

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

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We provide comprehensive, high-performance coating solutions for onshore and offshore steel pipelines in the water, oil and gas sectors. Our specialized services include linepipe coating, custom coating, field joint coating and reel-to-reel coating, supporting pipeline installation contractors and asset owners worldwide.

We serve past and present leading industry players such as Total Energies, ENI, Exxon, Petrobras, Shell and BP, as well as engineering, procurement, and construction contractors such as Denny, Tenaris, TechnipFMC, Saipem, McDermott, Subsea 7, and pipe suppliers such as Europipe, EEW, EBK, ITP, Equans, PMPING delivering projects for major energy companies including Chevron, Total Energies, Saudi Aramco, Qatar Energy, GrDF, Nord stream, Aker Solutions, Engie Fabricom, PFF and SPIECAPAG.

We believe that we have built a strong reputation for excellence in pipeline coating services. Our end-to-end solutions—from linepipe and custom coatings to field joint applications—ensure durability and corrosion protection throughout the pipeline lifecycle. We believe that few companies globally offer such a complete, integrated approach, making us a trusted partner for complex and demanding projects.

We believe that our expansion aligns with key market developments, including rebounding oil prices and rising natural gas demand, decarbonization initiatives and sustainable energy transitions, and large-scale water pipeline projects. These trends present significant opportunities, and we believe that we are well-positioned to meet evolving industry needs with our technical expertise and full-service capabilities.

We remain committed to growth, innovation, and superior service quality. By expanding our capabilities and entering new markets, we aim to strengthen our position as a global partner of choice for pipeline coating solutions.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

For more information regarding certain industry trends that are likely to affect our business, please see “Industry—Key Industry Drivers” below.

Emerging Growth Company

Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our class A ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Results of Operations

Comparison of the Years Ended June 30, 2024 and 2025

The following table sets forth key components of our results of operations during the years ended June 30, 2024 and 2025, both in dollars and as a percentage of our revenue.

Revenue. Our revenue is derived from pipe coating services. Our revenue increased by $2,408,431, or 34.69%, from $6,943,378 for the year ended June 30, 2024 to $9,351,809 for the year ended June 30, 2025. Such increase was primarily due to new and progressing projects, particularly ITP Interpipe and McDermott, which achieved significant production milestones in 2025. ITP Interpipe contributed approximately $2.06 million, or approximately 30% of the total revenue, for the year ended June 30, 2024, as compared to approximately $5.7 million, or approximately 61% of the total revenue, for the year ended June 30, 2025.

Raw materials and consumables used. Our raw materials and consumables used consists of raw materials and consumables used directly in provision of our services, including several basic raw materials and finished goods such as epoxy, polyurethane and other specialty chemicals. Our cost of raw materials and consumables used decreased by $776,812, or 31.13%, from $2,495,206 for the year ended June 30, 2024 to $1,718,394 for the year ended June 30, 2025. Such decrease was primarily due to (i) economies of scale generated from larger projects, coupled with the synergistic effect of suppliers introduced to us by our related party OAG Offshore Pipeline Services Sdn Bhd, which allowed us to improve our sourcing strategy, including diversification of our supplier base with more competitive procurement processes, and (ii) a change in project mix toward higher margin larger projects that require less raw materials and consumables per dollar of revenue. As a percentage of revenue, our raw materials and consumables used was 35.94% and 18.37% for the years ended June 30, 2024 and 2025, respectively. These economies of scale and lower raw materials costs per dollar of revenue also reduced our cash payments to suppliers and were a significant contributor to the increase in net cash from operating activities in fiscal 2025 described below. With completion of each large project, margins for individual years will depend both on the profitability of each secured project and the project mix of the projects leading to varying profitability.

Employee benefits expenses. Our employee benefits expenses consist of employee salaries and wages, social security contributions and post employment benefits. Our employee benefits expenses increased by $960,534, or 36.06%, from $2,663,755 for the year ended June 30, 2024 to $3,624,289 for the year ended June 30, 2025. Such increase was primarily due to a $465,952 (or 27.55%) increase in wages and salaries reflecting high project-based headcount during the year, a $445,437 (or 122.29%) increase in post-employment benefits relating to short-term hires, and a $49,145 (or 8.08%) increase in social security contributions. As a percentage of revenue, employee benefits and expenses were 38.36% and 38.75% for the years ended June 30, 2024 and 2025, respectively.

Depreciation of property, plant and equipment and right-of-use assets. Our depreciation of property, plant and equipment and right-of-use assets increased by $128,671, or 34.21%, from $376,116 for the year ended June 30, 2024 to $504,787 for the year ended June 30, 2025. Such increase was primarily due to the addition of a property in Graveline. As a percentage of revenue, depreciation of property, plant and equipment and right-of-use assets was 5.42% and 5.40% for the years ended June 30, 2024 and 2025, respectively.

Intangible assets written off. For the year ended June 30, 2024, we recognized $31,978 in intangible assets written off related to certain capitalized costs incurred for a planned software upgrade project that was subsequently abandoned as the vendor did not complete the contracted work. No such write off was recognized for the year ended June 30, 2025.

Other operating expenses. Our other operating expenses consist of rental expense, maintenance expenses, legal and professional fees, insurance, property tax and other expenses in connection with general operations. Our other operating expenses increased by $829,600, or 97.54%, from $850,537 for the year ended June 30, 2024 to $1,680,137 for the year ended June 30, 2025. Such increase was primarily due to a $804,926 (or 12,307.74%) increase in legal and professional fees, primarily relating to fees incurred in anticipation of our initial public offering, a $135,846 (or 123.43%) increase in insurance expenses consistent with higher project activity and revenue, and a $57,385 (or 107.76%) increase in maintenance expenses, offset by a $169,341 (or 76.91%) decrease in audit fees, a $109,982 (or 34.90%) decrease in short-term rental expenses, a $53,025 (or 67.90%) decrease in property taxes and a $5,608 (or 8.33%) decrease in other operating expenses, as well as $169,399 of expected credit losses on trade receivables incurred in fiscal year 2025. As a percentage of revenue, other operating expenses were 12.25% and 17.97% for the years ended June 30, 2024 and 2025, respectively.

Other income. Our other income consists of government grants, interest income and other miscellaneous income. Our other income increased by $76,718, or 273.25%, from $28,076 for the year ended June 30, 2024 to $104,794 for the year ended June 30, 2025. Such increase was primarily due to a $83,713 (or 1,894.82%) increase in other income related to a higher reimbursement of social security recoveries and employee related claims from a health insurance fund and a $3,357 (or 5,414.52%) increase in interest income, offset by a $10,352 (or 43.87%) decrease in government grants. As a percentage of revenue, other income was 0.40% and 1.12% for the years ended June 30, 2024 and 2025, respectively.

Finance costs. Our finance costs consist of interest on borrowings and interest on lease liabilities. Our finance costs increased by $39,975, or 23.16%, from $172,571 for the year ended June 30, 2024 to $212,546 for the year ended June 30, 2025. Such increase was primarily due to the additional property in Graveline purchased during fiscal 2024. As a percentage of revenue, finance costs were 2.49% and 2.27% for the years ended June 30, 2024 and 2025, respectively.

Profit before tax expense. As a result of the foregoing, our profit before tax expense increased by $1,335,159, or 350.17%, from $381,291 for the year ended June 30, 2024 to $1,716,450 for the year ended June 30, 2025.

Income tax expense. Our income tax expense increased by $333,588, or 347.33%, from $96,043 for the year ended June 30, 2024 to $429,631 for the year ended June 30, 2025. Such increase was due to the increased profit before tax for the year and not due to changes in tax rates.

Profit after tax. As a result of the cumulative effect of the factors described above, our profit after tax increased by $1,001,571, or 351.12%, from $285,248 for the year ended June 30, 2024 to $1,286,819 for the year ended June 30, 2025.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $271,754. To date, we have financed our operations primarily through revenue generated from operations, bank loans and loans from related parties.

Management has prepared estimates of operations and believes that sufficient funds will be generated from operations to fund our operations and to service our debt obligations for at least the next twelve months. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for all financial statement periods presented in this prospectus.

Net Cash from Operating Activities

Our net cash from operating activities was $967,255 for the year ended June 30, 2024, as compared to $3,287,137 for the year ended June 30, 2025. This increase primarily reflected higher cash generated from our pipe coating operations, driven by revenue growth and a significant improvement in our gross margin, partially offset by higher cash payments to employees and other operating expenses. Our principal operating cash inflows are cash receipts from customers for pipe coating services and our principal operating cash outflows are cash payments to suppliers of raw materials and consumables, payments to and on behalf of employees, and other operating expenses.

Cash receipts from customers increased in line with the 34.69% increase in revenues, mainly due to new and progressing projects, particularly ITP Interpipe and McDermott, which achieved significant production milestones during the year.

Cash payments to suppliers of raw materials and consumables decreased in relative terms in fiscal 2025. As discussed above, our cost of raw materials and consumables used decreased by 31.13% and declined as a percentage of revenue from 35.94% to 18.37%. The reduced cash paid to suppliers per dollar of revenue was a significant contributor to the increase in net cash from operating activities.

Cash payments to and on behalf of employees increased, as employee benefits expenses rose by 36.06%, although as a percentage of revenue, employee benefits expenses were relatively stable at 38.36% for fiscal 2024 and 38.75% for fiscal 2025. Other operating cash outflows also increased, as other operating expenses rose by 97.54%. These additional cash outflows partially offset the benefit from higher receipts from customers and lower raw materials expenses.

We present net cash from operating activities using the indirect method. Starting from the profit before tax of $1,716,450 for the year ended June 30, 2025 (compared to $381,291 for 2024), net cash generated from operating activities also reflects non-cash items and changes in working capital. The principal non-cash adjustments for the year ended June 30, 2025 were depreciation of property, plant and equipment and right-of-use assets of $504,787 (as compared to $376,116 for 2024) and interest expense of $212,546 (as compared to $172,571 for 2024), while for the year ended June 30, 2024 we also recognized $31,978 of intangible assets written off. Changes in working capital, including inventories, trade and other receivables and trade and other payables, further affected operating cash flows in each period. After income tax paid of $28,223 for 2025 (as compared to $1,723 for 2024), these factors resulted in net cash from operating activities of $3,287,137 for 2025 and $967,255 for 2024.

We currently expect raw materials and consumables used as a percentage of revenue in 2026 to be broadly in line with the 2024 level, due to the nature of the projects that are due to begin or complete in 2026. Accordingly, we do not expect operating cash flows in 2026 to benefit from the same magnitude of decreased raw materials costs per dollar of revenue similar to that experienced between 2024 and 2025.

Net Cash from Investing Activities

Our net cash used in investing activities was $4,168,167 for the year ended June 30, 2024, as compared to $707,869 for the year ended June 30, 2025. The net cash used in investing activities for the year ended June 30, 2024 consisted entirely of the purchase of a property in Graveline, while the net cash used in investing activities for the year ended June 30, 2025 consisted of purchases of property and equipment related to the construction of the factory building, technical installations and the purchase of a motor vehicle.

Net Cash from Financing Activities

Our net cash from financing activities was $3,002,046 for the year ended June 30, 2024, as compared to net cash used in financing activities of $2,140,210 for the year ended June 30, 2025. The net cash from financing activities for the year ended June 30, 2024 consisted of bank borrowings of $2,704,250 and related party loans of $950,489, offset by repayments of borrowings of $5,631, repayments of lease liabilities of $286,550, an increase in other current assets of $187,941 and interest expense for borrowings of $172,571, while the net cash used in financing activities for the year ended June 30, 2025 consisted of repayments of related party loans of $1,069,218, repayments of lease liabilities of $307,446, interest paid of $212,546, repayments of amounts due to director of $202,194, an increase in other current assets of $196,832 and repayments of borrowings of $151,974.

Debt

We have entered into a bank loan agreement, dated January 2, 2024, pursuant to which we obtained a term loan facility in the principal amount of €2,500,000 (approximately $2,124,044). The loan carries fixed interest of 4.91% per annum, is repayable monthly for 180 months, matures in 2039 and is unsecured. As of June 30, 2025, the outstanding balance of this loan is $2,773,605.

We have obtained a loan from OAG Offshore Pipeline Services Sdn Bhd, a company controlled by Jonathan Teik Cheh Chong, our Chairman and Chief Executive Officer. This loan bears monthly interest of Euribor + 1%, is unsecured and is due on demand. As of June 30, 2025, the outstanding balance of this loan is $893,827.

Material Cash Requirements

Capital Expenditures

We made capital expenditures of $4,168,167 and $707,869 during the years ended June 30, 2024 and 2025, respectively. During the year ended June 30, 2024, our capital expenditures related to the purchase of a property in Graveline and during the year ended June 30, 2025, our capital expenditures were mainly used for the construction of the factory building, technical installations and the purchase of a motor vehicle. We intend to fund our future capital expenditures with our existing cash balance, proceeds from this offering, and other financing alternatives. We plan to continue to make capital expenditures to meet the needs from the growth of our business.

Contractual Obligations and Commitments

The following table summarizes our material contractual obligations and commitments as of June 30, 2025.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser extent, inflation.

Interest Rate Risk

Our interest rate risk arises primarily from our floating rate bank loans and related party loans, which are subject to variability in market interest rates. As these borrowings bear interest at rates tied to benchmark indices (such as EURIBOR), any increase in market interest rates would result in higher interest expenses, which could adversely affect our financial condition and results of operations.

Foreign Currency Exchange Risk

The majority of our cash flows, financial assets and liabilities are denominated in Euros, which is our functional currency, while our reporting currency is the U.S. dollar. We are exposed to financial risk related to the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the proportion of our business transactions denominated in currencies other than Euros primarily for capital expenditures, debt and various operating expenses such as salaries and professional fees. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.

We estimate that we will receive net proceeds of approximately $3,325,000 in this offering, based upon an assumed initial public offering price of $4.00 per share, assuming no exercise of the over-allotment option and after deducting underwriting discounts and the estimated offering expenses payable by us. Assuming that we convert the full amount of the net proceeds from this offering into Euros, a 10.0% appreciation of the U.S. dollar against the Euro, from the exchange rate of €1.177 per $1.00 as of June 30, 2025 to a rate of €1.2947 per $1.00, will result in an increase of approximately €391,353 in our net proceeds from this offering. Conversely, a 10.0% depreciation of the U.S. dollar against the Euro, from the exchange rate of €1.177 per $1.00 as of June 30, 2025 to a rate of €1.0593 for $1.00, will result in a decrease of €391,352 in our net proceeds from this offering.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Critical Accounting Policies

The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with IFRS requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Revenue Recognition from Pipeline Coating Services. We recognize revenue from pipeline coating contracts over time using an output method based on physical measures such as linear meters or the number of joints coated and certified by the customer. Judgment is required in assessing whether the performance obligation is satisfied over time, the appropriate output metric, and the extent of progress toward completion. Revenue recognized is sensitive to changes in project estimates, technical complications, and customer scheduling. For instance, if estimated coating output had varied by ±5% on projects in progress as of the year ended June 30, 2025, revenue would have changed by approximately ±$468,000, with a direct effect on profit before tax.

Expected Credit Losses on Trade Receivables. Our assessment of expected credit losses, or ECL, on trade receivables requires judgment in determining the grouping of receivables, historical default rates, and macroeconomic forecasts. For the year ended June 30, 2025, we recognized an ECL on trade receivables of $183,155.

Useful Lives and Recoverability of Property, Plant and Equipment. We estimate the useful lives of property, plant and equipment based on expected usage patterns, historical asset performance, and industry standards. These estimates require judgment, especially for specialized industrial equipment used in coating operations. No impairment losses were recorded during the year ended June 30, 2025. However, if estimated useful lives of major assets were reduced by 20%, our annual depreciation expense would increase by approximately $100,000, adversely impacting operating results.

Assessment of Indicators of Impairment. Judgment is applied in evaluating whether indicators of impairment exist for non-financial assets. This includes assessing operational performance, external market conditions, and forecast cash flows. No such indicators were identified for the year ended June 30, 2025. However, should there be a decline in project demand or customer funding delays, it may trigger reassessment of asset recoverability.

Recent Changes in Accounting Policies

Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for June 30, 2025 reporting period. Our assessment of the impact of these new standards and amendments is set out below:

We do not expect these amendments to have a material impact on our operations or financial statements.

industry

Overview of the Pipeline Coating Industry

We operate within the pipeline coating industry. Coating of pipelines, especially for stainless steel and carbon steel pipelines, is essential for any industry where pipelines are used for the transportation of flowable products. Although the oil and gas industry is the main market for coating services, other industries like renewable energy, carbon capture, decarbonization and water distribution, require coating services as well.

Pipelines are designed for prolonged service, typically 20 to 30 years, and are exposed to weather and other environmental forces as well as operational impact during their service life. Coatings extend the life of pipelines from mere months to decades. Offshore pipelines are particularly exposed to highly corrosive environments (i.e. saltwater).

Some pipelines will not be functional without coatings. For example, for the transportation of viscous fluids, specialized coatings allow the temperature to be kept above a minimum level to keep the viscosity of the product to a level where the product can be flowable and transportable in the pipeline. This is typically referred to as flow assurance.

The Pipeline Construction Process

The parties involved in the development of pipeline projects include clients, which own the pipeline, main contractors, which are construction companies that are contracted by the client to construct/lay the pipeline, and service contractors, which are companies like us that provide specific and specialized services to the main contractors, or directly to the clients in some cases. These services include pipe manufacturing, coating services, etc.

The process of pipeline construction can be categorized into four main phases.

Phase 1: Manufacturing of the Linepipes

The process commences with the production of linepipes by pipe mills. The carbon steel linepipes are usually supplied by the pipe mills with no coatings and in standard lengths of around 12.2m.

Phase 2: Pipe Coating

The linepipes will then be delivered to the pipe coating plant for the linepipe coating to be performed. The linepipes will be coated for its entire length, except the last 150mm to 500mm of the ends of the linepipes, which is called coating cutbacks. The cutbacks are required to facilitate the welding of the linepipes to form a pipeline during the pipeline construction stage.

The following diagram illustrates the details of a typical 3-layer coated linepipe.

The types of coatings that are required depend on the requirements specified by the clients, who would have established their requirements based on detailed engineering that would have been carried out. Typically, the types of coatings include one or more of the following:

Phase 3: Transportation, Welding and Non-Destructive Testing

After the linepipes have been coated at the linepipe coating yard, they will be transported to site and strung together by welding. The completed welds will then be tested using non-destructive testing methods.

Phase 4: Field Joint Coating and Deployment

After the welding is completed and tested, the field joint area (i.e., the area that was left bare by the linepipe coating contractors to facilitate the welding process), will then be coated by the field joint coating contractor to provide coating that meets the same function as that of the linepipe coating. The materials that are applied by the field joint coating contractor may not be the same as those of the linepipe coating, but they serve the same purpose.

At the field joints coating station, the three elements of coating (i.e., the anti-corrosion coating, the insulation coating and the concrete weight coating) will be applied to provide a seamless coating protection along the entire pipeline.

The field joint coatings are essential to provide mechanical protection to the pipeline as the pipeline will be subjected to high stresses and impact during pipelaying. Please see the diagram below for the typical S-lay pipeline deployment.

If the field joints are left uncoated, the pipelay forces may damage the pipe. As the pipes are rolled over a series of rollers, the recess in coating along the pipeline, at the field joint area, could cause mechanical damage to the pipeline or the concrete coating. The field joint coating has the function of providing mechanical protection to the pipeline to prevent such damage during the pipelaying process.

We are involved in Phases 2 and 4 of the pipeline construction processes to provide the specialized coatings required for both the linepipes and the field joints.

Key Industry Drivers

We believe that the key drivers in our industry include:

Projected Market Growth

Our addressable market is the field joint coating market and the linepipe coating market. We believe that these markets are large, growing and economically resilient.

According to publicly available information from a report published by Wise Guy Reports in August 2025, the global field joint coating market size was valued at $2.1 billion in 2024 and is expected to grow from $2.2 billion in 2025 to $3.5 billion by 2035, growing at a CAGR of 4.6% during the forecast period (2025 – 2035). Wise Guy Reports noted that such increase is primarily driven by increasing infrastructure development and rising demand for corrosion protection in pipelines.

The linepipe coating market growth generally moves in tandem with the growth of the field joint coating market. According to Towards Chem and Materials Consultants, a sister firm of Precedence Research, the global pipe coating market size was valued at $9.95 billion in 2024 and is predicted to increase from $10.49 billion in 2025 to approximately $16.84 billion by 2034, growing at a CAGR of 5.4% for the forecast period. According to Towards Chem and Materials Consultants, the ongoing expansion of the oil and gas industry and government regulation toward clean water management is actively stimulating market progression.

bUSINESS

Overview

We provide comprehensive, high-performance coating solutions for onshore and offshore steel pipelines in the water, oil and gas sectors. Our specialized services include linepipe coating, custom coating, field joint coating and reel-to-reel coating, supporting pipeline installation contractors and asset owners worldwide.

We serve past and present leading industry players such as Total Energies, ENI, Exxon, Petrobras, Shell and BP, as well as engineering, procurement, and construction contractors such as Denny, Tenaris , TechnipFMC, Saipem, McDermott, Subsea 7, and pipe suppliers such as Europipe, EEW, EBK, ITP, Equans, PMPING delivering projects for major energy companies including Chevron, Total Energies, Saudi Aramco, Qatar Energy, GrDF, Nord stream, Aker Solutions, Engie Fabricom, PFF and SPIECAPAG.

We believe that we have built a strong reputation for excellence in pipeline coating services. Our end-to-end solutions—from linepipe and custom coatings to field joint applications—ensure durability and corrosion protection throughout the pipeline lifecycle. We believe that few companies globally offer such a complete, integrated approach, making us a trusted partner for complex and demanding projects.

We believe that our expansion aligns with key market developments, including rebounding oil prices and rising natural gas demand, decarbonization initiatives and sustainable energy transitions, and large-scale water pipeline projects. These trends present significant opportunities, and we believe that we are well-positioned to meet evolving industry needs with our technical expertise and full-service capabilities.

We remain committed to growth, innovation, and superior service quality. By expanding our capabilities and entering new markets, we aim to strengthen our position as a global partner of choice for pipeline coating solutions.

Corporate History and Structure

We were incorporated as a Cayman Islands exempted company on June 13, 2025 in connection with the reorganization of our corporate structure as described below.

On July 17, 2025, we acquired all of the equity interests of EUPEC from JCEE Holdings Ltd. and OAG Offshore Pipeline Services Sdn Bhd, two companies ultimately controlled by Jonathan Teik Cheh Chong, our Chief Executive Officer, in exchange for an aggregate of 1,000 class B ordinary shares, pursuant to the terms of a share contribution agreement. These shares were subsequently transferred to SIDMoR Holdings and then repurchased by us and cancelled.

EUPEC was incorporated in France on April 25, 2022 as part of an investment by Mr. Chong into the oil and gas industry in France. As of the date of this prospectus, EUPEC is our only subsidiary. Set forth below is our organizational structure before and after completion of this offering (assuming no exercise of the over-allotment option).

Pre-Offering

Post-Offering

Our Linepipe Coating Services

We provide specialized coatings materials and services for pipelines for the transportation of water, oil and gas. Our clients will deliver their linepipes to our coating plant located in Dunkirk, France. Depending on the clients’ needs, we will coat the pipelines with anti-corrosion, thermal insulation, weight coating and mechanical protection. Below are some examples of the various coatings provided.

Anti-Corrosion: Three-Layer Polypropylene/Polypropylene Coating

Anti-corrosion coating systems combine the performance of epoxy with the mechanical protection of polyolefin, which may be polyethylene or polypropylene. A copolymer adhesive layer binds the two products. Both coating systems have excellent adhesion properties and offer proven high resistance to impact and cathodic disbandment. They provide optimum stability over decades and their combination with adequate cathodic protection is guaranteed to prolong the life of the pipeline. Polypropylene coating has the advantage of providing high temperature mechanical performance during production. This mechanical strength also proves valuable during transportation, handling and the laying phase.

Thermal Insulation: MLPP Foam

We provide tailor-made thermal insulation coating systems for subsea pipelines to optimize flow assurance. The main insulation thickness can be solid or foamed depending on the project requirements (water depth, laying conditions, working conditions, fluid temperature and insulation properties).

Weight Coating: Concrete

Concrete weight coating provides negative buoyancy and on-bottom stability for subsea lines, mechanical protection during handling, transportation and laying operations, and protects the line during its lifetime in a marine environment.

Concrete is prepared with different specific gravities and thicknesses using quality iron ore and other key raw materials. It can be applied over anti-corrosion or insulation coatings while reinforcing wire-mesh is wrapped and incorporated in the concrete.

We provide compression-wrapped reinforced concrete depending on the pipe diameter and the scale of the project. Our process also includes anode installation to provide an efficient cathodic protection system.

Custom Coating

Custom coating involves the coating of blends and pipe pieces (spools) with similar coatings as that applied for linepipe coating.

Reel to Reel Coating Services

Reel to reel coating provides anti-corrosion coating of reeled pipes used in the fabrication of deep offshore umbilicals and bundles. This fully automatic system is able to coat 1” to 3” small diameter reeled pipes with three-layer polypropylene coating in a continuous process using cross head extrusion. The reeled pipe length can be up to 4,000 meters.

Field Joint Coating Services

Field joint coating involves the coating of the girth welds produced on-site at any onshore location all over the world. We offer a wide range of coating systems and processes to cover the specific needs of our customers. Below are some examples of the field joint coatings that we provide.

Quality Assurance

We deliver a high level of quality service to our customers by providing accurate information, easy navigation of systems and high standards of employee competency enabled by our quality training system. Our Quality Management System, or QMS, has been developed to comply with regulatory industry standardization, statutory and customer quality requirements. The QMS describes our commitment to constantly provide quality services, meeting customer requirements and enhancing customer satisfaction. We are fully accredited with the current International Organization for Standardization, or ISO, standards and are fully committed to maintaining the level of quality that our customers require. “No Opportunity for Error” is our quality assurance goal and target, which means that we strive to avoid creating an environment where mistakes could occur.

We place special emphasis on quality assurance and quality control as we believe that it sets us apart from our competitors. By implementing rigorous inspection protocols, leveraging technology, and fostering a culture of accountability, we ensure that every coated joint contributes to the longevity and safety of the pipeline infrastructure. Our key quality assurance processes includes:

ISO certifications are crucial for oil and gas companies as they demonstrate a commitment to quality, safety, environmental responsibility, and operational efficiency. In this high-risk and highly regulated industry, standards such as ISO 9001 (Quality Management), ISO 14001 (Environmental Management), and ISO 45001 (Occupational Health and Safety) are commonly pursued. For an oil and gas company, obtaining these certifications ensures that its operations—from exploration and drilling to refining and distribution—are performed in a systematic, consistent, and compliant manner. These standards help mitigate risks, reduce environmental impact, enhance employee safety, and improve overall performance. Moreover, ISO certification builds trust with stakeholders, investors, and regulatory bodies by proving the company’s adherence to international best practices. As global energy demands increase, certified oil and gas companies are better positioned to compete in the market, secure international contracts, and maintain a strong reputation. We are accredited with the following standards: ISO 9001:2015 (Quality Management System); ISO 45001:2018 (Occupational Health and Management System) and ISO 14001; 2015 (Environmental Management System).

Raw Materials and Suppliers

For the year ended June 30, 2024, one supplier, Borealis, accounted for approximately 34% of our total purchases. For the year ended June 30, 2025, one supplier, Lyondellbasell, accounted for approximately 16% of our total purchases. However, due to the availability of numerous alternative raw material suppliers, we do not believe that the loss of any single raw material supplier would have a material adverse effect on our financial condition or results of operations. Historically, we have been able to obtain an adequate supply of raw materials and do not anticipate any shortage of these materials. However, in the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply of these raw materials and finished goods from our existing suppliers or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key raw materials and finished goods in a timely fashion, it would result in a significant delay in our operations and project execution, which may cause us to breach our sales contracts with our customers. Furthermore, failure to obtain sufficient supply of these raw materials and components at a reasonable cost could also harm our revenue and gross profit margins. Although we cannot be sure that our sources of supply for our principal raw materials will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost-effective manner if our current sources become inadequate. See also “Risk Factors—Risks Related to Our Business and Industry—We depend on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause us to breach our sales contracts with our customers.”

We believe that our strong relationships with suppliers yield high quality, competitive pricing and overall good service to our customers.

Customers, Sales and Marketing

Our past and present customers include major pipeline installation contractors and asset owners worldwide. This includes leading industry players such as Total Energies, ENI, Exxon, Petrobras, Shell and BP, as well as engineering, procurement, and construction contractors such as Denny, Tenaris , TechnipFMC, Saipem, McDermott, Subsea 7, and pipe suppliers such as Europipe, EEW, EBK, ITP, Equans, PMPING delivering projects for major energy companies including Chevron, Total Energies, Saudi Aramco, Qatar Energy, GrDF, Nord stream, Aker Solutions, Engie Fabricom, PFF and SPIECAPAG.

For the year ended June 30, 2024, approximately 38% of our revenues were generated from sales in France, with the remaining revenues generated from other European countries. For the year ended June 30, 2025, approximately 70% of our revenues were generated from sales in France, with the remaining revenues generated from other European countries.

For the year ended June 30, 2024, two customers, ITP Interpipe and PMPIPING, accounted for approximately 34% and 25% of our revenue, respectively, and for the year ended June 30, 2025, one customer, ITP Interpipe, accounted for approximately 61% of our revenue. We anticipate that we may continue to have customer concentrations in the future. Presently, we do not have long-term contracts with our customers and primarily sell our services on the basis of individual purchase orders or on a per project basis, and the loss of any major customer could have a material adverse effect on the results of operations. See also “Risk Factors—Risks Related to Our Business and Industry—Our major customers account for a significant portion of our revenue and the loss of any major customer could have a material adverse effect on our results of operations.”

As of June 30, 2025, our sales and marketing team consisted of three members, headed by a commercial director and supported by business development and proposals executives. Our marketing strategy is to continually research and track projects worldwide and to build customer relations.

Competition

The pipeline coating business serves highly regulated industries and is subjected to stringent international quality standards. Due to its purpose of protecting the integrity of the pipeline system, there is an extremely high barrier to entry into this business. Companies intending to enter this market will have to undergo strict pre-qualification processes and are required to demonstrate their capabilities through physical simulated application processes prior to being able to be included as a vendor qualified to participate in tender exercises. Another common requirement is a previous track record in similar services for a period of at least three years.

Based on the above, only a handful of pipeline coating companies exist in the world. The key competitors in this industry include Wasco Energy, Tenaris Shawcor and Isopipe in the linepipe coating service and CRC Evans CSS SA Group, RAE Energy Inc., and CRTS in the field joint coating service. However, most are dominant only within certain regions.

Competitive Strengths

We believe that the following contributes to our competitive advantage compared to our competitors:

Our Growth Strategies

We believe that implementing the following growth strategies will continue to position our company as a leader in the markets we serve:

Facilities

Our principal office is located at Rue du Comte Jean, Port 3060, 59760 Grande-Synthe, France. We maintain a production plant and administrative offices at this location. This property is fully owned by EUPEC. The plant is located on a 15 hectares site and has an industrial building with built and unbuilt land covering an area of 2 hectares.

EUPEC also has two additional production facilities in France. One is located at EUPEC International, 21, Route du Guindal, 59820 Gravelines, France with a built up area of approximately 40,000 square meters of office/lab/workshop space on a piece of land of 6,000 square meters. This property is fully owned by EUPEC and is currently under financing with the Crédit Agricole for €2,500,000 (approximately $2,124,0446). The other production facility is located at EUPEC International, ZA de la Poudrière, Route de l’Ouvrage Ouest, 59430 Saint-Pol-Sur-Mer, France with the land of size 83,700 square meters. The building, with a concrete coating plant and facilities, is owned by EUPEC, but the land is leased from Port of Dunkirk.

We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our current business.

Intellectual Property

We do not own or have the right to use any registered intellectual property.

Employees

As of June 30, 2023, 2024 and 2025, we had 35, 33 and 36 full-time employees, respectively. As of the date of this prospectus, we had 41 full-time employees. The following table sets forth the number of our full-time employees as of the date of this prospectus by function.

None of our employees is represented by labor unions and we believe that we have an excellent relationship with our employees.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have a material adverse effect on our business, financial condition or operating results.

Government Regulation

As described elsewhere in this prospectus, our business operations are primarily conducted in France. This section sets forth a summary of the most significant rules and regulations that affect our business activities in France and our Cayman Islands holding company’s duties under the Data Protection Act (as revised) of the Cayman Islands based on internationally accepted principles of data privacy. In the course of our operations, we observe and adhere to all material laws, regulations and requirements.

Regulation in France

Regulations Relating to Foreign Investments and Foreign Exchange Control

Financial relations between France and foreign countries are free. As an exception, for in a limited number of sectors related to national defense or likely to jeopardize public order and activities that are essential to guaranteeing the country’s interests, Article L. 151-3 of the Monetary and Financial Code requires prior authorization for foreign investments.

Foreign investments in France by non-residents must be reported to the French Treasury under certain circumstances. In accordance with Article R152-3 of the Monetary and Financial Code, if a non-resident acquires 10% or more of the equity or voting rights in a resident company, or if foreign-held equity or voting rights in a company rise above the 10% threshold, a return must be filed by a non-resident (for statistical reasons) with the Banque de France if the amount of the transactions exceeds EUR 15 million.

Lastly, a foreign investment is subject to authorization under the IEF procedure if three conditions are cumulatively met: condition relating to the source of the investment; condition relating to the nature of the planned transaction; condition relating to the nature of the target company’s activity, such as aerospace, civil protection, cybersecurity, artificial intelligence, robotics, some data centers, some semiconductors. If one of these conditions is not met, the investment is not subject to authorization. These criteria are provided for in the Monetary and Financial Code.

Regulations Relating to Business Operation

Registration

Prior to the commencement of business operations in France, any company must be registered with the Trade and Companies Registrar (Registre du commerce et des sociétés) (RCS). Each establishment operated by any company must also be registered separately with the relevant Register of Commerce and Companies.

Reporting Requirements

Every French trading company, including French branches of foreign companies, must comply with accounting requirements and keep annual book accounts (balance sheet, profit and loss account, and, if required, management reports, minutes of the annual meeting regarding the approval of the accounts and allocation of profit), which must be filed with the Commercial and Companies Registry.

French law imposes beneficial ownership reporting requirements on all unlisted companies and foreign companies with a French branch. These companies must identify and disclose the identity of any individual who: directly or indirectly owns more than 25% of the company’s capital or voting rights and exercises control over the company within the meaning of the Commercial Code.

Statutory Auditors

An auditor must be appointed by commercial companies that exceed at least two of the three thresholds requiring the appointment of a statutory auditor (i.e. (i) turnover of 10 million Euros, (ii) total balance sheet of 5 million Euros and (iii) 50 employees).

Regulations Relating to Personal Data Protection

Organizations processing personal data (which includes employee data, customer data, and business contact information) must comply with the General Data Protection Regulation, which is applicable since May 25, 2018, and with the French Data Protection Act of January 6, 1978, as modified in June 2018. Organizations are also encouraged to appoint a Data Protection Officer who will oversee several missions to assist them. An independent administrative authority is responsible for monitoring compliance with the legislation and has the power to impose sanctions, namely the Commission nationale de l’informatique et des libertés (CNIL).

Regulations Relating to Anti-Money Laundering and Counter-Terrorism Financing

Beginning in 2016, France took several important steps to strengthen its approach to anti-money laundering, or AML. These steps included incorporating EU Directives into the country’s laws. On December 1, 2016, France transposed the Fourth EU Directive on anti-money laundering (AMLD4) by Order no 2020-115 of 12 February 2020. Provisions relating to the fight against AML and counter-terrorism financing, or CFT, are found primarily in the Penal Code and the Monetary and Financial Code, or the CMF. The CMF imposes the following main obligations on financial institutions and other designated businesses concerning AML/CTF requirements:

The Intelligence Processing and Action against Illicit Financial Networks Unit is the designated financial intelligence unit and the national reporting authority for collecting, analyzing, and enriching information reported by, inter alia, financial institutions and other businesses subject to AML requirement. The designated businesses subject to AML requirements are listed under Article L. 561-2 of the Monetary and Financial Code. Amongst the non-financial entities subject to AML requirements include real estate agents, accountants, auditors, auction sellers, notaries, gambling and betting operators, sports agents, art and antiques dealers and lawyers.

Aside from the above-mentioned specific requirements, all companies and economic interest groups registered in France, all foreign commercial companies with a branch in France and all other legal entities registered in France are required to file at the Trade and Companies Registry a document identifying their beneficial owners, and the type of control over the legal entity such owners exercise.

Regulations Relating to Intellectual Property 

French law on intellectual property rights is the result of national statutory and regulatory provisions, statutory provisions implementing international and multilateral agreements, and European regulations having direct effect in France as a Member State of the European Union.

In this respect, France is a party to the Paris Convention for the Protection of Industrial Property of 20 March 1883, which introduces key mechanisms, such as the priority right.

France is also a party to a number of special agreements. Some of these allow for an international filing of applications for registered intellectual property rights: for trademarks, the Madrid Agreement Concerning the International Registration of Marks of 14 April 1891 and the Madrid Protocol of 27 June 1989.

The implementation of these international rules and the articulation of French law and notably French intellectual property law with these international rules is codified with French national substantive law in the French Intellectual Property Code, or CPI. French law as codified in the CPI provides for specific provisions regarding several intellectual property rights, including trademarks. Trade secrets law is codified in the French Commerce Code.

Regulations Relating to the Commercial Relationships

In France, commercial relationships between professionals are mainly regulated by the Commercial Code. This Code establishes the obligations to be respected by professionals in relationships between professionals (B2B relationships) at the several steps of the commercial relationships: negotiation, billing, payment. During negotiations, the seller is required to communicate his general terms and conditions of sale to any business customer who requests them, however, the establishment of these general conditions of sale is not an obligation. If general terms and conditions of sale are issued, some mandatory mentions must appear such as (the list is not exhaustive): terms of sale and payment, the elements for determining the price, such as the unit price scale and any price reductions.

The issuing of invoices is also regulated. Several mandatory mentions must appear on the invoice such as:

Other mentions are set out in the Commercial Code relating to the identification of the company (i.e.: registration number, registered office).

It should be noted that in addition to the rules of the Commercial Code on this topic, there are those of tax law.

The payment is also subject to regulations, this latter must respect the deadlines set out in the Commercial Code. Failure to do so may result in sanctions (i.e.: administrative fine, interest on arrears, fixed compensation for recovery costs).

Regulations of Environment Protection

French environmental law is grounded in the Environmental Charter and the Environmental Code, which establish core principles like the precautionary principle, sustainable development, public participation, non-regression, and the “polluter pays” principle. Activities with environmental impact—such as classified facilities and water-related operations—are subject to strict regulatory frameworks requiring declarations, registrations, or authorisations.

Environmental regulation is enforced by national and local authorities, including the Ministry for the Environment, prefects, the Regional Directorate for the Environment, Planning, and Housing, and the Departmental Directorate for Territories.

Environmental permits are required for operations likely to affect protected interests such as the environment, water resources, biodiversity, or human health. A central element of French environmental law is the regulation of Classified Installations for the Protection of the Environment, or ICPEs. These are industrial or agricultural activities that may present risks such as pollution (of air, water, or soil), fire, explosion, or other dangers to public health, safety, and the environment. ICPEs are regulated under a tiered system, depending on the level of risk:

In some cases, ICPEs may also include or overlap with IOTA (Installations, Structures, Works, or Activities affecting water), requiring compliance with both legal regimes.

Regulatory non-compliance can result in permit suspension, administrative penalties, criminal fines, or mandatory remediation. Liability for environmental damage can be administrative, civil (including ecological harm), or criminal. Operators, parent companies, and directors may all be held liable.

As of the date of this prospectus, we are not aware of any potential material environmental issues that may affect our utilization of property, plant and equipment.

Regulations on Employment

France has among the most comprehensive protections and rights in Europe. Employers need to have a strong understanding of the country’s unique requirements and relevant regulations. The French labour code (code du travail) is the national law which governs work and labor relations in the country. Employment laws in France are uniform throughout the country and do not vary by state. Navigating through them and ensuring ongoing compliance at every step of the global employment process, however, is still a complex and time-consuming task.

Workweek

The standard workweek is 35 hours, with any hours worked beyond that considered overtime. Employees are generally not allowed to work more than 6 days a week, and Sundays are typically reserved as a rest day. The minimum wage in France is €1,766.92 (approximately $1,707) monthly, working out at €11.65 (approximately $11.25) per hour for full-time employees. Companies should be aware that, depending on the sector and job role, certain allowances may be provided to employees in addition to the base salary defined by labor law in France. The collective bargaining agreement relevant to the employer may also outline a minimum wage that is dependent on the employee’s classification. Collective agreements are an important source of information for employers when determining how much compensation each individual should receive.

Paid leave

Employees are entitled to at least five weeks of paid vacation per year. 

Job Security

There are strict regulations for employers when ending employment agreements. 

Work-life balance

Employees are entitled to at least 11 consecutive hours away from work. In companies with more than 50 employees, employees have the right to disconnect after working hours. 

Information for Employees

Employers must provide employees with key information about their employment relationship in writing. This includes details about the employer, the length of any trial period, and remuneration. 

Collective Determination

Workers have the right to participate in the collective determination of their working conditions and the management of the workplace. Any labor performed over the regular working week of 35 hours must be paid at a higher rate (+25% for the 36th to 43rd hour, and +50% from the 44th hour). When surpassing a certain limit, overtime should result in compensatory off-time. In France, the Labor Code and Social Security Code govern workers’ compensation. Employers must provide a safe working environment for employees and are responsible for any accidents or injuries that occur in the workplace.

They must also pay into social security funds to cover medical expenses, disability benefits, retirement pensions, and other benefits related to employment. Employees who suffer an injury while on the job may be entitled to compensation from their employer under France employment law.

Penalties

If employers are found to misclassify their employees, penalties are issued by the Union for the Collection of Social Security and Family Benefit Contributions, the governing authority on labor laws in France. Here are some of the penalties:

Cayman Islands Data Protection Act

We have certain duties under the Data Protection Act (Revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.

Privacy Notice

This privacy notice puts our shareholders on notice that through your investment into us you will provide us with certain personal information which constitutes personal data within the meaning of the DPA, and explains the manner in which we collect, process, and maintain personal data about our investors pursuant to the DPA and any regulations, codes of practice, or orders promulgated pursuant thereto.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment in us, this will be relevant for those individuals and you should transit the content of this privacy notice to such individuals or otherwise advise them of its content.

How We May Use a Shareholder’s Personal Data

We may, as the data controller, and certain of our service providers may, as the data processors collect, record, store, transfer and otherwise use personal data by which individuals may be directly or indirectly identified for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements to which you are a party or for taking pre-contractual steps at your request; (ii) where this is necessary for compliance with a legal, tax and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain exceptional circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations.

Your personal data shall not be held by us for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers.

Jonathan Teik Cheh Chong. Mr. Chong has served as our Chairman and Chief Executive Officer since August 2025 and has served as the President of EUPEC since June 2022. Mr. Chong has also served as the managing director of OAG International Pipeline Services Ltd. since December 2011 and OAG Offshore Pipeline Services Sdn Bhd, companies that provide field joint coating services and other related services, since October 2013. Mr. Chong has over 35 years of experience in oil and gas development. Prior to founding our company, Mr. Chong served as an office engineer under a contract with Esso Production Malaysia Inc. from 1996 to 1999, focusing on offshore installations. From 1992 to 1995, he held the same role at Petronas Carigali Sdn Bhd, where he was responsible for overseeing critical offshore projects. He began his career with McDermott South East Asia as a field engineer from 1989 to 1992, managing offshore operations. Mr. Chong has a Bachelor’s degree in Civil Engineering with Honors from the University of Technology Malaysia.

Noridah Sahar. Ms. Noridah Shahar has served as our Chief Financial Officer since August 2025. Prior to that, she served as accounting and financial control manager in OAG Offshore Pipeline Services Sdn Bhd since October 2024. Ms. Noridah is a finance professional with over a decade of experience in operations, finance, corporate accounting, and financial management within the oil and gas industry. From November 2022 to September 2024, she was the head of finance for Citaglobal Engineering Services Sdn Bhd, a civil engineering and construction firm, where she led the finance function for its telecommunications and civil engineering divisions and supported M&A and funding activities. From August 2020 to October 2022, she was a partner at Easyaccounts.com, which provides accounting software, where she provided outsourced accounting services. From May 2019 to July 2020, she was the group finance manager at OAG International Pipeline Services Ltd. and OAG Offshore Pipeline Services Sdn Bhd. From November 2016 to May 2019, she was the manager in charge of operations and finance for Velesto Drilling Sdn Bhd. From July 2006 to October 2016, she was the accounts manager at UMW JDC Drilling Sdn Bhd. Ms. Noridah obtained her Bachelor of Accounting (Hons) from the Universiti Kebangsaan Malaysia in July 2000. She has been a member of the Chartered Institute of Management Accountants since June 2021.

Hassan Nilou. Mr. Nilou will become a member of our board of directors effective automatically upon the effectiveness of the registration statement of which this prospectus is part. He has been the general manager of EUPEC since August 2022 and previously served as a sales and contracts manager at EUPEC from January 2012 to June 2018, managing sales strategies, contract negotiations, and customer relationships. Between January 2006 and December 2011, Mr. Nilou held the position of site director / project manager at EUPEC, where he led the execution of onshore and offshore coating projects. He also served as logistics manager at EUPEC from February 2001 to January 2008, overseeing all aspects of supply chain and logistics operations. Mr. Nilou has more than 15 years of experience in project and contract management of high value engineering, procurement, and construction projects, in particular within solar, battery storage and offshore/onshore installations. Prior to joining us, he was the head of group contract management with Amarenco from October 2020 to July 2022 and was the general manager of Europe Pipecoatings (Morocco) from July 2018 to September 2020, where he was responsible for general corporate management and operational leadership. He has a Master’s degree in International Trade and Project Management from Dunkerque University and a Bachelor’s degree in Economics and Social Sciences from Lycée Jean Bart.

Joseph Tat Wah Yan. Mr. Yan will become a member of our board of directors effective automatically upon the effectiveness of the registration statement of which this prospectus is part. Mr. Yan has more than 30 years of experience in accounting, auditing and corporate governance. He is currently a director at LKY China Limited since July 2010 and a senior partner at LKY China, Certificated Public Accountants since April 1990. Previously, Mr. Yan worked with KPMG from 1987 to 1990, laying a strong foundation in financial and auditing practices. In addition, Mr. Yan has held several independent non-executive director roles for publicly listed companies in Hong Kong. He served on the board of Convoy Global Holdings Limited from June 2017 to June 2021, contributing as a member of the audit committee, independent board committee, remuneration committee, and corporate governance committee. Since November 2019, he has served as a director of Three Island Limited. From 1998 to 2009, he was an independent non-executive director at Tidetime Sun (Group) Limited, where he chaired the audit and remuneration committees. Additionally, he acted as an HK GAAP consultant for Zhejiang Expressway Co., Limited from 2008 to 2009. Mr. Yan has been a Certified Public Accountant (Practising) in Hong Kong since October 1991. He has also been a Fellow of the Hong Kong Institute of Certified Public Accountants since June 1998, a Fellow of the Institute of Chartered Accountants in England and Wales since August 2019, a Fellow of the Association of Chartered Certified Accountants since October 1996, a Chartered Tax Adviser (Hong Kong) since June 2010, a Fellow of the Taxation Institute of Hong Kong since March 1998 and a Fellow of the Society of Chinese Accountants & Auditors since June 2015. He holds a Diploma in Accounting from Hong Kong Shue Yan University.

Frederick George Markwell. Mr. Markwell will become a member of our board of directors effective automatically upon the effectiveness of the registration statement of which this prospectus is part. Mr. Markwell has more than 50 years of experience in the oil and gas industry including the design and installation of small offshore oil and gas projects. Mr. Markwell has been the founder and managing director of TENSA Equipment Pty Ltd since June 2009. In addition, he has been the founder and managing director of Roborigger Pty Ltd since February 2019. Mr. Markwell was previously a non executive director of Pressure Dynamics Pty Ltd from July 2013 until 2021 and of Hydra Energy from 2011 to 2017. Prior to that, he was a founding partner of Icon Engineering from 1997 to 2009, where he undertook many projects in Malaysia. Prior to Icon Engineering, Mr. Markwell worked for WA Petroleum, an affiliate of Chevron, from 1991 to 1997. He was the chief facilities engineer in his final role. Mr. Markwell has been a Chartered Civil Engineer with Engineers Australia since November 1982. He has a Bachelor of Engineering from the University of Queensland. He also received an award from Engineers Australia in 2019 as one of Australia’s most innovative engineers.

Viswanathan C Sankaran Unni Menon. Mr. Menon will become a member of our board of directors effective automatically upon the effectiveness of the registration statement of which this prospectus is part. He has more than 25 years of experience in regional sales, marketing and business management. Since September 2024, he has served as managing director of GMT technologies Sdn Bhd, which provides consulting solutions for EV components and battery swapping applications. Prior to that, he was the chief executive officer of Tree Technologies, which provides sustainable transportation solutions to clients in Southeast Asia, from 2019 to August 2024. Prior to that, he was the managing director of GMT technologies Sdn Bhd from 2016 to 2019. He has a Bachelor of Arts from Kansas Wesleyan University. Mr. Menon was conferred the distinguished title of “Datuk” on October 9, 2010 by the Governor of Melaka for his services to the state of Melaka, Malaysia.

Board of Directors

Nasdaq’s listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors currently consists of one (1) director who is not independent within the meaning of Nasdaq’s rules. Hassan Nilou, who is not independent within the meaning of Nasdaq’s rules, has been appointed to serve as a director effective upon the effectiveness of the registration statement of which this prospectus forms a part. In addition, we have entered into independent director agreements with Joseph Tat Wah Yan, Frederick George Markwell and Viswanathan C Sankaran Unni Menon, pursuant to which they have been appointed to serve as independent directors effective upon the effectiveness of the registration statement of which this prospectus forms a part. As a result of these appointments, the majority of our board of directors will consist of independent directors within the meaning of the Nasdaq’s rules.

A director is not required to hold any shares in our company to qualify to serve as a director.

Board Committees

We have established, effective automatically upon the effectiveness of the registration statement of which this prospectus forms a part, a standing audit committee, compensation committee and nominating and corporate governance committee of our board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee will consist of Joseph Tat Wah Yan, Frederick George Markwell and Viswanathan C Sankaran Unni Menon, each of whom will satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, with Joseph Tat Wah Yan serving as chair of the audit committee. Our board has determined that Joseph Tat Wah Yan qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.

The audit committee will be responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing and approving related party transactions (viii) reviewing hedging transactions; and (ix) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.

Compensation Committee

Our compensation committee will consist of Jonathan Teik Cheh Chong, Hassan Nilou, Joseph Tat Wah Yan, Frederick George Markwell and Viswanathan C Sankaran Unni Menon, with Viswanathan C Sankaran Unni Menon serving as chair of the compensation committee. Joseph Tat Wah Yan, Frederick George Markwell and Viswanathan C Sankaran Unni Menon will satisfy the “independence” requirements of Nasdaq’s rules, but Jonathan Teik Cheh Chong and Hassan Nilou do not meet such requirements. In accordance with the “home country” exemptions available under Nasdaq’s rules, we have elected to follow the corporate governance practice of our home country in lieu of the Nasdaq corporate governance requirement that all members of the compensation committee be independent. See also “Risk Factors—Risks Related to this Offering and Ownership of Our Ordinary Shares—As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.”

The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. The compensation committee will be responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (iv) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of Jonathan Teik Cheh Chong, Hassan Nilou, Joseph Tat Wah Yan, Frederick George Markwell and Viswanathan C Sankaran Unni Menon, with Frederick George Markwell serving as chair of the nominating and corporate governance committee. Joseph Tat Wah Yan, Frederick George Markwell and Viswanathan C Sankaran Unni Menon will satisfy the “independence” requirements of Nasdaq’s rules, but Jonathan Teik Cheh Chong and Hassan Nilou do not meet such requirements. In accordance with the “home country” exemptions available under Nasdaq’s rules, we have elected to follow the corporate governance practice of our home country in lieu of the Nasdaq corporate governance requirement that all members of the nominating committee be independent. See also “Risk Factors—Risks Related to this Offering and Ownership of Our Ordinary Shares—As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.”

The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; and (iv) overseeing compliance with the our code of ethics.

The nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors will include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.

In making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to our company to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association (as may be amended from time to time). Our company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “Description of Share Capital—Differences in Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law.

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A director may, subject to any separate requirement for audit committee approval under applicable law, our memorandum and articles of association (as may be amended from time to time) or Nasdaq rules, or disqualification by the chairman of the relevant board meeting, vote in respect of any contract, proposed contract, or arrangement notwithstanding that such director may be interested therein, provided that the nature of the interest of any director in such contract or proposed contract or arrangement is disclosed by him or her at or prior to the consideration and any vote in that matter and if such director does so, such director’s vote shall be counted and such director may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered.

Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party.

The functions and powers of our board of directors include, among others:

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board of directors or until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with our memorandum and articles of association (as may be amended from time to time). A director will be removed from office automatically if, among other thing, the director (i) dies; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) is found to be or becomes of unsound mind; (iv) resigns his office by notice in writing to our company; (v) is prohibited by law from being a director; (vi) without special leave of absence from our board, is absent from meetings of our board for a continuous period of six months, and (vii) is removed from the office pursuant to any other provisions of our memorandum of association and articles of association (as may be amended from time to time).

Limitation on Liability and Other Indemnification Matters

Cayman Islands law allows us to indemnify our directors and officers acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors and officers.

Under our memorandum and articles of association, we may indemnify our directors and officers, among other persons, from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty.

Employment and Indemnification Agreements

On August 4, 2025, we entered into employment agreements with Jonathan Teik Cheh Chong, our Chief Executive Officer and Noridah Sahar, our Chief Financial Officer, setting forth the terms of their employment. The term of each employment agreement is for one year and will be renewed automatically thereafter for successive one-year terms unless notice of non-renewal is provided by either party within one month of such renewal date. Each employment agreement may be terminated by either party upon one months’ written notice. Each employment agreement contains customary confidentiality provisions and restrictive covenants prohibiting Mr. Chong and Ms. Sahar from (i) directly or indirectly, being employed or self-employed in, engaging in or owning or holding any interest in (whether as a principal, partner, director, employee, shareholder, agent, advisor or otherwise) any business that is in direct or indirect competition, or would complete, with any business conducted by our company, its subsidiary or affiliated entities, except that they may own up to five percent of the capital stock of a publicly traded corporation that is in competition with our company, or (ii) soliciting our employees, suppliers, clients or customers, in each case for a period of twenty-four months following termination of employment.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we intend to enter into indemnification agreements with our directors and executive officers, pursuant to which we will indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

Compensation of Directors and Officers

Currently, there are no requirements for disclosure of the compensation of officers and directors on an individual basis for our most recently completed fiscal year under Cayman Islands law. For the fiscal year ended June 30, 2025, we paid aggregate compensation of approximately €186,159 (approximately $158,164) to our directors and executive officers as a group. We did not pay any other compensation or benefits in kind to our directors and executive officers. None of our directors or executive officers received any equity awards, including, options, restricted shares or other equity incentives in the year ended June 30, 2025. Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.

2025 Equity Incentive Plan

On December 19, 2025, our board of directors adopted our 2025 Equity Incentive Plan, or the Plan. The following is a summary of certain significant features of the Plan. The information which follows is subject to, and qualified in its entirety by reference to, the Plan document itself, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Purposes of Plan: The purposes of the Plan are to promote the long-term success of our company and the creation of shareholder value by encouraging the attraction and retention of employees, directors and consultants with exceptional qualifications, encouraging such employees, directors and consultants to focus on our performance and linking such employees, directors and consultants directly to shareholder interests through increased share ownership.

Types of Awards: Awards that may be granted include incentive share options, non-qualified share options, restricted shares, restricted share units and share appreciation rights.

Administration of the Plan: The Plan is currently administered by our board of directors and will be administered by our compensation committee upon its establishment. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

Eligible Recipients: Persons eligible to receive awards under the Plan will be those employees, directors and consultants of our company and its subsidiaries who are selected by the administrator.

Shares Available Under the Plan: The maximum number of class A ordinary shares that may be delivered to participants under the Plan is 10,000,000, subject to adjustment for certain corporate changes affecting the shares, such as share splits. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan.

Share Options: Share options give the option holder the right to acquire from us a designated number of shares at a purchase price that is fixed at the time of the grant of the option. Share options granted may be tax-qualified share options (so-called “incentive share options”) or non-qualified share options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of share options, including the number of shares subject to any option, the exercise price per share, the expiration date of the option, the manner, time and date of permitted exercise, other restrictions, if any, on the option or the shares underlying the option, and any other terms and conditions as the administrator may determine. The exercise price may not be less than the fair market value of the shares on the date of grant; provided that incentive share option grants to any person owning more than 10% of our voting shares must have an exercise price of not less than 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, delivery other class A ordinary shares, cashless exercises, net exercises, as well as other types of consideration permitted by applicable law. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive share options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting shares, such term cannot exceed five years. In addition, no incentive share options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive share options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date.

Restricted Awards: Restricted awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted shares, which represent issued and outstanding shares subject to vesting criteria, or restricted share units, which represent the right to receive shares subject to satisfaction of the vesting criteria. Restricted share awards are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals.

Share Appreciation Rights: Share appreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options. When an SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. The exercise price for SARs will be equal to the fair market value of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.

Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of our company, such as share splits, share dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards and/or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of our company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that we will obtain shareholder approval of certain amendments as required by law or the rules of an applicable exchange and that no amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award. 

Code of Ethics

We have adopted a code of ethics which is filed as an exhibit to the registration statement of which this prospectus forms a part. The code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code. We will make our code of ethics publicly available on our website prior to the closing of this public offering.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares as of December 19, 2025 for (i) each of our executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares. The following table assumes that the underwriters have not exercised the over-allotment option.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any ordinary shares that such person or any member of such group has the right to acquire within sixty (60) days of December 19, 2025. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of December 19, 2025 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person. The share ownership numbers after the offering for the beneficial owners indicated below exclude any potential purchases that may be made by such persons in this offering.