As filed with the U.S. Securities and Exchange Commission on March 4, 2026.

Registration No. 333-292044

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

Amendment No. 3 to

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

Evvolutions LeadTech Inc
(Exact Name of Registrant as Specified in its Charter)

28 Genting Lane, #05-07, Platinum 28, Singapore 349585
+65 6258 4914
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

Evvolutions LeadTech Inc

3,950,000 CLASS A ORDINARY SHARES

AND

1,072,552 CLASS A ORDINARY SHARES OFFERED BY THE SELLING SHAREHOLDERS

This is the initial public offering of Evvolutions LeadTech Inc (the “Company” or “Evvolutions”). We are offering 3,950,000 Class A ordinary shares of the Company of par value US$0.0001 each (the “Class A Ordinary Share(s)”), and the Selling Shareholders are offering an aggregate of 1,072,552 of our Class A Ordinary Shares.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. It is currently estimated that the public offering price per Class A Ordinary Share will be between US$4.00 and US$4.50. We will not receive any proceeds from the sale of the Class A Ordinary Shares to be sold by the Selling Shareholders (as defined below). We have applied to list our Class A Ordinary Shares on the NYSE American under the symbol “EVVO”. We cannot guarantee that we will be successful in listing our Class A Ordinary Shares on NYSE American. This offering is conditioned upon the successful listing of our Class A Ordinary Shares on the NYSE American. If the NYSE American does not approve our listing application this initial public offering will be terminated.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B ordinary shares (the “Class B Ordinary Share(s)”, together with the Class A Ordinary Shares, the “Ordinary Share(s)”). Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share. Due to the disparate voting powers associated with our two classes of ordinary shares, Mr. Wong Yee Leong, our controlling shareholder (the “Controlling Shareholder”), Director, Chief Executive Officer and Chairman of the Board, will beneficially own approximately 79.2% of the aggregate voting power of our Company immediately following the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. As a result, we will be a “controlled company” as defined under the NYSE American Company Guide and, therefore, eligible for certain exemptions from the corporate governance requirements of the NYSE American Company Guide. Furthermore, the Controlling Shareholder will be able to exert significant control over our management and affairs, including approval of significant corporate transactions. See “Risk Factors — Risks Related to our Class A Ordinary Shares — Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.”

Neither the U.S. 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.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 11 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately US$[*] million, exclusive of the above discounts. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

We will not consummate and close this offering without a listing approval letter from NYSE American. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares if any such shares are taken. We have granted the underwriters an option for a period of forty-five (45) days after the closing of this offering to purchase up to 15% of the total number of our Class A Ordinary Shares to be offered by us pursuant to this offering (excluding shares subject to this option and excluding the 1,072,552 Class A Ordinary Shares offered by the Selling Shareholders), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts. If we complete this offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the Class A Ordinary Shares to purchasers against payment on or about [*], 2026.

The date of this prospectus is [*], 2026.

TABLE OF CONTENTS

Through and including [*], 2026 (the 25^th 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.

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

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, or on any free writing prospectus, that we have authorized for use in connection with this offering. Neither we, the Selling Shareholders nor the Underwriter have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we, the Selling Shareholders nor the Underwriter take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we, the Selling Shareholders nor the Underwriter are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of the Class A Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.

You may lose all of your investment in our Class A Ordinary Shares. If you are uncertain as to our business and operations or you are not prepared to lose all of your investment in our Class A Ordinary Shares, we strongly urge you not to purchase any of our Class A Ordinary Shares. We recommend that you consult legal, financial, tax, and other professional advisors or experts for further guidance before participating in the offering of our Class A Ordinary Shares as further detailed in this prospectus.

We do not recommend that you purchase our Class A Ordinary Shares unless you have prior experience with investments in capital markets, possess basic knowledge of the IT solutions industry, and have received independent professional advice.

Market and Industry Data

This prospectus includes statistics, other data and descriptive information relating to markets, market sizes, and other industry data pertaining to our business that we have obtained from industry publications and surveys, government publications and other information available to us. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this prospectus should be viewed with caution. We believe that information from these industry publications included in this prospectus is reliable.

Trademarks, Service Marks, and Trade Names

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ^® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Conventions That Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms the “Company,” “Group,” “we,” “us”, “our” and “our Group” or their grammatical variations are references to Evvolutions, the Cayman Islands entity that will issue the Class A Ordinary Shares being offered, and its subsidiaries taken as a whole.

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

Other Companies, Organizations and Agencies

General

Currencies, Units and Others

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with U.S. GAAP.

All references in this prospectus to “U.S. dollars,” “US$,” “$” and “USD” refer to United States dollar(s), the legal currency of the United States of America, all references to “SGD,” “S$” or “Singapore Dollar” refer to Singapore dollar(s), the legal currency of Singapore, and all references to “VND”, or “Vietnamese Dong” refer to Vietnamese dong(s), the legal currency of Vietnam. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD. The Company is a holding company with operations conducted through its Singapore and Vietnam operating subsidiaries. The Company’s reporting currency is Singapore Dollar. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise noted, all translations from SGD to U.S. dollars and from U.S. dollars to SGD in this prospectus were calculated at the noon buying rate of US$0.7437 = S$1 and US$0.7750 = S$1, representing the index rate stipulated by the federal reserve as of March 31, 2025 and September 30, 2025 respectively. No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.

RISK FACTORS

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

The project-based nature of our business and/or the timing of delivery may lead to fluctuations in our revenue, profit and operating cash flow.

Our revenue is mainly derived from our cybersecurity solutions which are mostly carried out on a project basis and per-event basis, whereby these business activities collectively contributed approximately 43.8% and 74.2% to our total revenue in the fiscal years ended March 31, 2025 and 2024, respectively, and approximately 44.6% and 68.0% for the six months ended September 30, 2025 and 2024, respectively.

Revenue from our cybersecurity solutions is usually recognized upon issuance of invoices based on project delivery milestones over the tenure of the projects. As such, the timing of project delivery for our cybersecurity solutions will affect our billing schedule which will in turn affect our revenue recognition and may cause our profit and operating cash flow to fluctuate. Our cybersecurity solutions projects generally range for a period of three to nine months for a single phase, depending on the complexity of the project. Any enhancements or upgrades are subject to our customers’ operational needs and business decisions, additional features required based on feedback and the customer’s budget. On the other hand, our revenue from our Security Operations Centre (“SOC”) management services and secured media and ITMS is based on pre-agreed rates with our customers on a periodic recurring basis.

Our inability to secure new projects and customers for our businesses in a timely manner will materially affect our overall profitability and financial performance. Whilst we have not experienced any shortage of projects that have adversely affected our revenue since the commencement of our business and up to the date hereof, there is no assurance that the non-recurrent nature of our cybersecurity solutions secured from customers in the future will not cause our revenue, profit and operating cash flow to fluctuate in the future, which in turn may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We are dependent on our Directors and business unit heads for continued success and growth of our business.

Since inception, our success has been attributed to the experience, industry knowledge and network, and skills of our Directors and business unit heads. Our growth and future success will continue to be dependent on the continuous contribution from Mr. Wong Yee Leong for his leadership in setting the strategic direction and driving our business development. Additionally, we attribute our continuous success to the abilities, skills, experience and efforts of Mr. Wong Yee Leong for his assistance in implementing operational strategies and policies, and in building a strong team of business unit heads to drive sustained success and growth of our business. We maintain key man insurance on Mr. Wong Yee Leong, but not on any of our other Directors or business unit heads.

As such, the loss of any of our Directors and business unit heads simultaneously or within a short period, and the inability to replace or attract suitable talents in a timely manner, may create an unfavorable impact on our operations and the future growth of our business, which may eventually have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We are dependent on third-party software developers for research and development of our products and software.

The cybersecurity solutions business segment contributed to approximately 43.8% and 74.2% of our total revenue in the fiscal years ended March 31, 2025 and 2024, respectively, and approximately 44.6% and 68.0% for the six months ended September 30, 2025 and 2024, respectively. The provision of cybersecurity solutions requires the expertise of both our in-house and third-party software developers who are equipped with extensive technical knowledge as well as experience in various technologies and software for the use of our in-house applications. A significant portion of the research and development activities for our products and software is conducted in India by a third-party software development company, who is engaged exclusively by us under a master services agreement.

The ability to retain and to attract competent and skilled software personnel by our related software developers is crucial for our continued success, future business growth and expansion. The loss of any of our related software developers and the inability to find suitable replacements in a timely and cost-efficient manner may cause disruptions to our project deliverables. Consequently, our project delivery milestones may be delayed, which may affect our revenue recognition. Any delays to our project delivery schedules may also lead to dissatisfaction from our customers and may impact our ability to secure future projects from such customers. Additionally, we may lose our competitive edge if we are unable to engage or replace our related software developers at a rate consistent with our business growth. There is no assurance that we will always have enough competent and skilled software developers to meet our delivery milestones, failing of which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We may face financing constraints for large-scale projects, which could adversely affect our operations and financial condition.

We may encounter financing constraints as we scale our operations and undertake larger projects, such as government contracts. We are required to procure hardware and other components upfront for certain projects, which could strain our financial resources if the project size exceeds our current financing capabilities. Although we have not defaulted or incurred liquidated damages for government projects, any inability to secure sufficient financing could delay project execution, impact delivery timelines, or prevent us from meeting our contractual obligations.

Further, our payment terms with our customers, particularly government entities, are typically structured to depend on the completion of user acceptance testing. This payment arrangement may lead to delayed cash inflows, further compounding the financial pressures associated with upfront investments.

While we continue to manage our finances prudently and explore avenues to improve our cash flow management, there can be no assurance that these measures will fully mitigate the risks of financing constraints and may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We are affected by the availability of suitable talent in the market.

Successful hires for our cybersecurity engineer team are subject to the suitability and availability of cybersecurity engineer talent in the market that matches our requirements. We require our cybersecurity engineers to possess certain fundamental skill sets such as the ability to identify threats and vulnerabilities in systems and software, respond to security incidents, conduct forensic analysis of security incidents, and design and configure security technologies.

In our industry, these technical skill sets may be difficult to source. For example, talents that are equipped with specific technical knowledge may not be available in the market at competitive salary rates at our time of hiring. If we are unable to source for suitable talents that meet our requirements in a timely manner and in sufficient numbers, we may be unable to deliver projects that require these talents or it may limit the scope and number of projects for which we can secure, which may negatively affect our financial performance.

Although, since the commencement of our business and up to the date of this prospectus, we have not encountered any difficulties in hiring suitable talents that limited our ability to deliver projects secured, or to secure projects from customers, there is no assurance that we will always be able to hire such suitable talents in the future whenever required, failing of which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our SOC management services are dependent on the availability and continuity of our SOC team, and any disruption in the team could expose us to penalties and adversely affect our business, financial condition, results of operations, cash flows and prospects.

The effectiveness of our SOC management services is dependent on the availability and continuity of the specialized team that operates and manages the center round the clock. The team is responsible for continuous monitoring, threat detection, incident response, and maintaining the technologies that underpin this business segment. A turnover of employees within our SOC, or resource constraints, could lead to delayed responses to cybersecurity threats, reduced service quality, or failure to meet contractual obligations. If we are unable to retain or recruit sufficient personnel with the necessary expertise to manage our SOC effectively, or if key members of the team were to leave unexpectedly, our ability to provide services to our customers may be disrupted. In such circumstances, we may face financial penalties under the agreements with our customers which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We rely on third-party vendors for certain components of our services, and any disruptions in their performance could adversely affect our business operations and reputation.

We depend on third-party vendors to provide key components of our offerings, including website applications, firewalls, and both hardware and software. While these vendors offer warranties for their products and services, any glitches, malfunctions, or disruptions in their systems may require us to intervene, take over their responsibilities, and resolve issues directly. Such incidents could lead to increased costs, operational inefficiencies, and delays in service delivery.

In order to mitigate these risks and improve cost control, we are transitioning away from reliance on third-party vendors by moving toward developing our own proprietary products and solutions. However, this shift may involve significant investment, time, and resources, and there can be no assurance that it will be successful or completed in a timely manner. Any failure of third-party vendors to meet their contractual obligations may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We rely on artificial intelligence for certain components of our services, and any disruptions to the artificial intelligence infrastructure could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our products and services rely on large language models and other forms of artificial intelligence. Although these technologies create competitive advantages, they also present risks and uncertainties that may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. Artificial intelligence systems generate probabilistic, non-deterministic outputs, which may be incomplete, inaccurate or biased. If customers or other stakeholders act on such information, we may face reputational damage, contractual liability, or regulatory scrutiny. Artificial models are also susceptible to malicious prompt injection, data poisoning, and other adversarial attacks that may override guardrails, exfiltrate proprietary information, or render the system unavailable. Many artificial intelligence components incorporate open-source software, which may expose us to licensing disputes, hidden supply-chain vulnerabilities, and third-party intellectual-property claims. Increasing operational dependence on third-party artificial intelligence infrastructure and application programming interfaces means that any disruption, degradation, or modification of those services could interrupt our business, impair customer experience, and necessitate remediation expenses.

We have implemented a range of controls, namely, the Singapore Model AI Governance Framework, the industry-standard “Three Lines of Defense” for human oversight, input-sanitization routines, AI verify testing, open-source license audits, and documented fallback and rollback procedures, to identify, monitor, and mitigate these risks. However, no governance framework or technical safeguard can eliminate them entirely. Security controls may fail or be circumvented, model testing may not uncover latent defects, regulatory requirements may evolve faster than our ability to comply, and our continuity plans may not fully offset prolonged service outages. Any such failure could subject us to governmental investigations, civil or criminal penalties, injunctive relief, adverse publicity, loss of intellectual-property rights, or remediation costs, any of which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We may be unable to successfully implement our business strategies.

We plan to grow our business by expanding and enhancing our service offerings, through our business strategies as follows:

In order to successfully implement these business strategies, we are required to attract suitable talents.

The execution of our business strategies is subject to additional expenditures, including operational expenditures, capital expenditures and other working capital requirements. Such additional expenditure will increase our operational cost including overhead costs, which may adversely affect our profit margin if we are unable to gain sufficient revenue by securing more sales or projects following the implementation of our business strategies. Furthermore, our business strategies may be influenced by factors beyond our control, such as changes in general market conditions, economic climate, political environment and countries in which our customers are domiciled, which may affect the commercial viability of our business strategies. The implementation of our business strategies could also be adversely affected by a variety of other factors such as new and unforeseen technologies used or introduced by our competitors or attractive pricing offered by our competitors, which may affect the attractiveness of our offerings.

Hence, there is no assurance that the effort and expenditures spent on the implementation of our business strategies will yield expected results in growing our business in terms of financial performance and market presence. There is also no assurance that we will be successful in executing our business strategies, nor that we will be able to anticipate all the business, operational and industry risks arising from our business strategies, failing of which may lead to an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

If we or our third-party vendors with whom we work with sustain a cyberattack or suffer private or data security breaches that disrupt our information systems or operations or result in the dissemination of sensitive personal data or confidential information, we could suffer increased costs, exposure to significant liability, adverse regulatory consequences, reputational harm, loss of business, and other serious negative consequences.

As part of our normal operations, we routinely collect, process, store, and transmit large amounts of data, which we may share with our third-party vendors. This potentially includes personal data, as well as proprietary or confidential information relating to our business or customers.

Although we have and will continue to develop systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively responding to known and potential risks, there can be no assurance that these security measures will provide absolute security or successfully prevent breaches or attacks. We have experienced from time to time, and may experience in the future, cyberattack attempts on our systems. To date, none of these attempts have been successful. Certain threat actors may be supported by significant financial and technological resources, making them increasingly difficult to detect. As a result, the costs and resources devoted to protecting against these advanced threats and their consequences may continue to increase over time.

Our systems, or those of our third-party vendors, are subject to a growing number of threats from computer programmers, hackers, and other adversaries that may be able to penetrate our network security and misappropriate our confidential information or that of third-parties, create system disruptions, or cause damage, security issues, or shutdowns. As the techniques used to circumvent, gain access to, or sabotage security systems can be highly sophisticated and change frequently, they may not be recognized until launched against a target, and may originate from less regulated and remote areas around the world. We may be unable to anticipate these techniques or implement adequate preventive measures, resulting in potential data loss and damage to our systems.

Our systems are also subject to compromise from internal threats such as improper action by employees, including malicious insiders, or by vendors, counterparties, and other third-parties with otherwise legitimate access to our systems. Our policies, employee training, procedures, and technical safeguards may not prevent all improper access to our network or proprietary or confidential information by employees, vendors, counterparties or other third-parties.

Any compromise or perceived compromise of the security of our systems or the systems of one or more of our vendors or service providers could damage our reputation and brand, cause the termination of relationships with our customers, result in disruption or interruption to our business operations, marketing partners and carriers, reduce demand for our services, result in improper disclosure of data and violations of applicable privacy and other laws, cause us to incur significant remediation costs and liquidated damages, and divert the attention of management from the operation of our business, and subject us to significant liability and expense, as well as regulation action fines, penalties and lawsuits, which would harm our business, operating results and financial condition.

Although we maintain insurance covering certain security and privacy damages and claim expenses on a project basis, we may not carry insurance or maintain coverage sufficient to compensate for all liability and, in any event, insurance coverage would not address the reputational damage that could result from a security incident or any regulatory actions or litigation that may result.

We are exposed to credit risk, late and default payments by customers.

We generally grant our customers credit periods of between 7 and 30 days upon issuance of invoices, though we generally collect lump-sum payments upon such issuance. Some projects may also require upfront payments. In the event that payment is not received within the credit period or there is late or default in payment by our customers, our operating cash flows or financial results of operations may be adversely affected. In the event that there is any default or delay in the collection of payment, it will lead to impairment losses on trade receivables and/or bad debts which may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

A limited number of suppliers have accounted for a significant portion of our sales.

A limited number of suppliers have accounted for a significant portion of our purchases. For the year ended March 31, 2025, vendors X and Y accounted for approximately 43% and 13% of our total purchases respectively. For the year ended March 31, 2024, vendors X and Z accounted for approximately 41% and 37% of our total purchases respectively. For the six months ended September 30, 2025, vendor W, X and Y accounted for approximately 39%, 29% and 13% of the Group’s total purchases respectively. For the six months ended September 30, 2024, vendor V, X and Y accounted for approximately 21%, 30% and 20% for the Group’s total purchases respectively.

As a result, we are dependent on a small number of key suppliers, which exposes us to a number of risks that could materially and adversely affect our business, financial condition, results of operations, and prospects. If any of our significant suppliers were to reduce, delay, or cancel their contracts with us, or if we are unable to identify and secure additional or replacement suppliers in a timely manner, our ability to procure necessary products and services could be disrupted, which may result in interruptions in our operations, delays in fulfilling customer orders, and loss of revenue. Furthermore, our significant suppliers may increase the prices they charge for their products and/or services or we may not be able to secure favorable terms or pass on any increase in costs on to our customers, which could impact our profit margins and financial performance. Further, if any of our key suppliers are unable to deliver products and/or services to us in a timely manner, our business and operations could be disrupted, resulting in production delays, increased costs, and potential damage to our reputation with customers. The financial instability or insolvency of any of our key suppliers could also result in sudden supply interruptions, loss of deposits or prepayments, and the need to quickly identify alternative sources, which may not be readily available or may be more costly. Any significant disruption in our relationships with our key suppliers, or any material adverse change in their ability or willingness to supply us, could have a material adverse effect on our business, financial condition, results of operations, and prospects, and we may not be able to quickly or effectively replace these suppliers or mitigate the impact of any such events.

Our deliverables are exposed to unexpected delays, interruptions or contract termination caused by operational factors, accidents and natural disasters beyond our control.

The deliverables of our projects are subject to unexpected delays, interruptions or contract termination caused by factors beyond our control. For example, our customers may delay the completion of projects due to unforeseen circumstances, such as unexpected difficulties in accessing our customers’ IT infrastructure due to sudden breakdowns or unscheduled system maintenance, or resignation of key project personnel. Our customers may also terminate our contract due to various reasons such as budget constraint or change of business decision.

If there are any delays caused by our customers which result in delays in our timing of project delivery, our financial performance will be affected. We are therefore dependent on the availability and cooperation of our customers to minimize delays in our deliverables.

Other unexpected events such as accidents and natural disasters may also cause temporary disruptions to our projects. Although, since the commencement of our business and up to the date of this prospectus, we have not encountered any delays or interruptions caused by operational factors, accidents and natural disasters beyond our control which adversely affected our financial performance and business operations, there is no assurance that such delays or interruptions caused by operational factors, accidents and natural disasters beyond our control will not happen in the future, of which it may have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We face risks related to natural disasters, health epidemics, macroeconomic factors and other uncontrollable events, which could significantly disrupt our operations.

Our business may be adversely affected by instability, disruption or destruction in the geographic region of Singapore regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, flood, fire, earthquake, storm or pandemic events and spread of disease such as severe acute respiratory syndrome (SARS), H5N1 avian flu, Influenza A (H1N1), MERS, Ebola, COVID-19 and Mpox (formerly known as monkeypox). Such events may cause our customers to suspend their decisions on purchasing our products and/or services, as well as give rise to sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our personnel, physical facilities, and operations, which could materially adversely affect our financial results.

Since the COVID-19 pandemic and up to the date of this prospectus, we have had employees working from home during periods where the government implemented movement control measures and office closures, and there was no impact to our business operations arising from these periods where movement control measures and office closures were implemented. Although we have not experienced any material interruptions to our business operations arising from the COVID-19 pandemic up to the date of this prospectus, there is no assurance that there will not be any unfavorable impact or any project deferments and/or cancellations in the future, in the event of resurgence in COVID-19 cases and re-imposition of movement control measures and/or office closures which are beyond our control. In addition, a recent outbreak of Mpox has raised new public health concerns. Mpox, a viral disease that has seen a resurgence in certain regions, presents risks of further disruption to global, regional, and national economies. The disease has led to health advisories and could potentially result in travel restrictions, supply chain disruptions, and other challenges similar to those experienced during the COVID-19 pandemic.

Any significant disruption to transportation and travel, including travel restrictions and other potential protective quarantine measures by governmental agencies, may increase operational difficulties and could make it impossible for us to conduct on-site work for our customers. Furthermore, travel restrictions and protective measures could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain highly skilled personnel we need for our operations, all of which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our business may also be affected by macroeconomic factors, such as general economic conditions, level and volatility of economic growth, inflation, exchange rates, market sentiment and consumer confidence in the jurisdictions we operate in, trade tensions, social and political unrest, and regulatory, fiscal and other governmental policies, all of which are beyond our control. In particular, we are exposed to the risks of global trade wars and tariffs, which could disrupt the international trade flows and supply chains that are essential for our operations. Trade wars and tariffs could result in higher costs, lower demand, reduced market access, increased uncertainty, and retaliatory measures for products and services in various countries. Moreover, trade wars and tariffs could trigger or exacerbate geopolitical tensions, social unrest, and protectionist policies that could further undermine the stability and predictability of the global economic and regulatory environment. We cannot predict the outcome or duration of these trade conflicts or their impact on our business, financial condition, results of operations and/or prospects, which could be material and adverse.

Given the uncertainties as to the future economic outlook, there is no assurance that we will be able to maintain or continue to grow our revenue and profits, or that we will be able to react promptly to any change in economic conditions. In the event that we fail to react promptly to the changing economic conditions, our business, prospects and financial position could be adversely affected.

We operate in a highly competitive industry and face competition from existing and new IT solutions providers.

The IT solutions industry in Singapore is competitive due to the large number and fragmented nature of industry players which are involved in the provision of cybersecurity services, including threat detection and response, vulnerability management, compliance advisory. These IT solution providers may comprise local companies in Singapore and foreign companies that may or may not have presence in Singapore and offer a wide range of cybersecurity solutions and services, including network security, endpoint security, cloud security, threat intelligence and managed security services.

In addition, other IT solution providers may enter the cybersecurity market and adapt to the latest digital technologies at a quicker pace. Therefore, they may be able to secure projects which require the development of digital solutions using these latest digital technologies. As such, these IT solution providers may gain a competitive edge over us, should we face challenges in adapting to the latest digital technologies in a timely manner. Additionally, competition from other IT solution providers may negatively impact our sales or increase the difficulty for us in securing future projects, all of which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We face risks of not adapting quickly to the latest technological developments.

The IT solutions industry undergoes continuous and rapid technological developments, with increasing levels of complexity and evolving cyber threats. These developments require the adoption of advanced solutions to protect business operations and sensitive data for our customers. Our customers’ needs for secure systems and protection against emerging threats may necessitate the implementation of cutting-edge cybersecurity technologies and practices.

Our ability to adapt to these changes and to remain technologically relevant will determine the sustainability of our business. There is no assurance that we will have sufficient resources to successfully and accurately anticipate technological changes and market trends, as well as the ability to adopt these latest digital technologies for the development of our digital solutions on a timely and cost-effective manner, all of which may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Any failure to protect our cybersecurity systems and platforms against security breaches could damage our reputation and brand and adversely affect our business, reputation, financial condition and results of operations.

Our business relies on the effectiveness of our cybersecurity systems and platforms to detect, prevent, and respond to cyber threats. While we have implemented various procedures and controls intended to monitor and mitigate security and cybersecurity threats, there is a risk that the measures we take to protect such information and data are insufficient to prevent security breaches or other unauthorized access or disclosure of the information and data. Any security breach, data loss, or other compromise, including, but not limited to those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption, whether intentional or inadvertent, could result in the access, public disclosure, loss or theft of our customers’ and employees’ confidential, sensitive and personal information, which could negatively affect our ability to attract new customers, result in significant reputational damage and subject us to significant lawsuits, regulatory fines, or other actions or liabilities, any of which could materially and adversely affect our business, reputation, financial condition and results of operations.

Further, as a provider of cybersecurity services, our reputation is directly tied to our ability to safeguard data and provide secure solutions. Any perceived or actual failure in our cybersecurity capabilities could result in the loss of existing customers, reduce demand for our services, and difficulties in acquiring new business which could adversely affect our financial performance, operational results, and long-term growth prospects.

If we are unable to maintain and protect our intellectual property, or if third-parties assert that we infringe on their intellectual property rights, our business could suffer.

Our business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our trademarks and business methods. We rely on trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and copyright and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure to, or use by, third-parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business. Also, third-parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, be a financial burden to defend, distract the attention of our management and prevent us from offering some services. Intellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure if the mobile devices are lost or stolen and the information has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage. Advances in technology, which permit increasingly large amounts of information to be stored on mobile devices or on third-party “cloud” servers, may increase these risks.

We are exposed to risks relating to the economic, political, legal and regulatory environments in the countries in which our customers are domiciled.

We operate in Singapore. In addition to our customers in Singapore, we also have customers from overseas countries in the Southeast Asia region in the financial years ended March 31, 2025 and 2024 and the six months ended September 30, 2025. Our business, financial condition, results of operations, cash flows and prospects may be affected by any adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments that are beyond our control in the countries where we operate and transact business. These risks include unfavorable changes in political conditions, economic conditions, interest rates, government policies and regulations, import and export restrictions, duties and tariffs, civil unrest, methods of taxation, inflation and foreign exchange controls.

Any changes to the economic, political, legal and regulatory environments in the countries in which we have customers may cause disruptions in our delivery schedules, which may consequently cause a decline in our revenue or demand for our products and services. Such events may have a material adverse impact on our business and financial performance. Although, since the commencement of our business and up to the date of this prospectus, we have not experienced any disruptions in our project delivery schedules arising from adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments in the countries in which our customers are domiciled, there is no assurance that we will not experience any disruptions in our project delivery schedules arising from adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments in the countries in which our customers are domiciled in the future, which may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

If there is a significant reduction in demand for our cybersecurity products and services from the Singapore government, our business could suffer.

A substantial portion of our revenue is derived from government contracts in Singapore, covering IT infrastructure, software implementation, system integration, cybersecurity, and managed services. For the fiscal years ended March 31, 2024 and 2025, government agencies in Singapore accounted for 47.8% and 22.4% of our total sales, respectively. For the six months ended September 30, 2025 and 2024, government agencies in Singapore accounted for 65.4% and 44.5% of our total sales, respectively. As a result, our financial performance is closely linked to the Singapore government’s technology procurement cycles and annual IT budget allocations. Any delays, changes in procurement policies, budget constraints, or shifts in strategic priorities, such as vendor consolidation or in-sourcing, could materially affect our materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

There is no assurance that the Singapore government will continue to maintain the current level of spending on technological services and cybersecurity in the future. The government’s spending budget for may change from year to year, influenced by various factors such as the Singapore government’s policy in relation to the technology and cybersecurity, the general financial health of the government, and the general economic conditions in Singapore.

If we pursue strategic acquisitions or joint ventures, we may be unable to successfully consummate favorable transactions or successfully integrate acquired businesses.

From time to time, we may evaluate potential acquisitions or joint ventures that would further our strategic objectives. However, we may be unable to identify suitable target assets or companies, consummate a transaction on terms that are favorable to us, or achieve the anticipated synergies, expected returns and other benefits as a result of integration challenges or anti-monopoly regulations. Companies or operations acquired by us, or joint ventures created by us may not be profitable or may not achieve sales levels and profitability that justify the investments made. Our corporate development activities may entail financial and operational risks, including diversion of management attention from its existing core businesses, difficulty in integrating or separating personnel, financial, information technology and other systems, difficulty in retaining key employees, and negative impacts on existing business relationships with suppliers and customers. Future acquisitions could also result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and increased operating expenses, all of which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

We intend to utilize a portion of the net proceeds from this offering for business expansion but may face problems in the implementation of such expansion plans and the actual capital expenditure necessary for such expansion may significantly exceed our budgets or we may be unable to maximize returns from the capital expenditure.

We propose to utilize a portion of the net proceeds from this offering towards business expansion by strengthening our market position, expanding the scope of our product offerings, engaging in strategic acquisitions and joint venture partnerships, and investing in equipment and technology. While, as of the date of this prospectus, we have not identified any such strategic acquisitions or have any concrete plans for investments in equipment and technology, any future capital expenditure may be subject to the potential problems and uncertainties that such business expansion activities face, including cost overruns or delays. Issues that could adversely affect the implementation of such expansion plans include labor shortages, increased costs of equipment or manpower, inadequate performance of equipment and machinery, delays in completion, the possibility of unanticipated future regulatory restrictions, delays in receiving governmental, statutory and other regulatory approvals, incremental pre-operating expenses, taxes and duties, interest and finance charges, working capital margin, environment and ecology costs and other external factors which may not be within the control of our management. There is no assurance that our business expansion plans will be completed as planned or on schedule, and any delay could have an adverse impact on our growth, business, financial condition, results of operations, cash flows and prospects.

In addition, if the actual capital expenditure significantly exceeds our budgets and we do not have sufficient financial resources (including the net proceeds from this offering) to meet the requirements of any proposed business expansion plans, we may need to utilize external financing sources to fund the balance at additional finance costs, and the proposed business expansion plans may not be completed as planned or on schedule, if at all. Even if our budgets were sufficient to cover such activities, we may be unable to achieve the intended economic benefits of such capital expenditure, which in turn may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. Furthermore, even if we are able to raise adequate capital to fund our capital expenditure in maintaining and growing our business, there is no assurance that we will be able to maximize the utility and profitability of any companies that we may acquire or invest in, or equipment and technology that we may invest in. This may occur for various reasons, and we may therefore not be able to fully maximize returns from our capital expenditure.

If we are unable to raise additional capital, our business prospects could be adversely affected.

We intend to fund our expansion plans through our cash on hand, cash flow from operations and the net proceeds from this offering. We will continue to incur significant expenditures to maintain and grow our existing business. There is no assurance that we will have sufficient capital resources for our current operations or any future expansion plans that we may have. While we expect our cash on hand and cash flow from operations to be adequate to fund our existing commitments, our ability to incur any future borrowings is dependent on the success of our operations. Additionally, the inability to obtain sufficient financing could adversely affect our ability to complete expansion plans. Our ability to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from banks, investor confidence, the continued success of our operations and other laws that are conducive to our raising capital in this manner. If we decide to meet our capital requirements through debt financing, we may be subject to certain restrictive covenants. If we are unable to raise adequate capital in a timely manner and on acceptable terms, or at all, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

Our insurance coverage may be inadequate.

We maintain insurance coverage for our operations, including insurance covering breaches of personal data laws, contractual liability in providing technology products or technology services, and intellectual property claimed. However, we do not have or are unable to obtain insurance in respect of losses arising from certain operating risks, such as acts of terrorism. Our insurance policies may be insufficient to cover all of our losses in all events. The occurrence of certain incidents, including fraud, confiscation by investigating authorities or misconduct committed by our employees or third-parties, severe weather conditions, war, flooding and power outages may not be covered adequately, if at all, by our insurance policies. If our losses exceed the insurance coverage or are not covered by our insurance policies, we may be liable to bear such losses. Our insurance premiums may also increase substantially due to claims made. In such circumstances, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We are required by some of our customers to arrange performance bonds or banker’s guarantees to secure our due performance of contracts.

We are required by some of our customers to take out performance bonds or banker’s guarantees at a fixed sum or a certain percentage of the contract sum to secure due performance and compliance with our contractual obligations. In lieu of performance bonds or banker’s guarantees, we may be required to place cash deposit. In the event that we default on our contractual obligations, our customer will be entitled to call on the bond with the financial institution. If the performance bond is called upon, we will be required to indemnify the relevant financial institution for such payment, and our liquidity, business, reputation, financial performance, financial position and prospects may be adversely affected. The amount paid up for the performance bonds may be locked up for a prolonged period of time, depending on contract period. Further, we cannot guarantee we will not undertake projects which have performance bonds requirements in the future, and should we fail to satisfactorily complete our contracted works, the amount paid up for the performance bonds may not be released to us, which may adversely affect our cash flows and financial position. Similarly, should we not satisfactorily complete our contracted works, we may not receive the full amount of the monies upon the completion of the project. In such event, our financial performance and cashflows will be materially and adversely affected.

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our brands and reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies governing the provision of IT solutions services vary from jurisdiction to jurisdiction. The application of these types of laws to our operations continues to be difficult to predict and could pose operational challenges for us in the future. As laws vary from jurisdiction to jurisdiction, our services must be continually monitored for compliance with the various rules and requirements, which may change from time to time. Furthermore, the costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. The applicable laws, regulations, standards and policies relating to the provision of IT solutions in the different jurisdictions in which our customers are located in continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may be involved in certain legal proceedings from time to time. Any adverse decision arising from such proceedings may render us liable to liabilities and may adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may be involved in legal proceedings from time to time. In addition to the related costs, managing and defending litigation proceedings may divert our management’s attention. We may also need to pay damages to settle claims with a substantial amount of cash. Any of these could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in any regions of Southeast Asia as well as globally.

We may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. We derive a substantial part of our revenue from Southeast Asia and are exposed to political and economic uncertainties, including, but not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. As a result, our revenue and net income could be impacted to a significant extent by economic conditions in Southeast Asia and globally.

While the Southeast Asia economy, as a whole, has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in Southeast Asia or in other markets in neighboring regions, or in the policies of the governments or of the laws and regulations in each respective market could have a material adverse effect on the overall economic growth of Southeast Asia. Such developments could adversely affect our business and operating results, lead to reduction in demand for our offerings and adversely affect our competitive position. Many of the governments in Southeast Asia have implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall economy but may have a negative effect on us. We are exposed to the risk of rental and other cost increases due to potential inflation in the markets in which we operate. In the past, some of the governments in Southeast Asia have implemented certain measures, including interest rate adjustments, currency trading band adjustments and exchange rate controls, to control the pace of economic growth. These measures may cause decreased economic activity in Southeast Asia, which may adversely affect our business, financial condition, results of operations and prospects.

In addition, some Southeast Asia markets have experienced, and may in the future experience, political instability, including strikes, demonstrations, protests, marches, coups d’état, guerilla activity or other types of civil disorder. These instabilities and any adverse changes in the political environment could increase our costs, increase our exposure to legal and business risks, disrupt our office operations or affect our ability to expand our use.

Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future.

Our total revenue for fiscal years ended March 31, 2025 and 2024 was approximately S$10.5 million (US$7.8 million) and S$9.5 million, respectively. For the six months ended September 30, 2025 and 2024, our total revenue was approximately S$5.0 million (US$3.9 million) and S$4.7 million, respectively. You should not rely on the revenue growth of any prior period as an indication of our future performance. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.

Furthermore, our revenue could decline, or our revenue growth rate could slow. This may be attributed to factors such as technological changes, increased competition, slowing demand for the DevSecOps platforms, the maturation of our business, and a global economic downturn, among others. This in turn could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Amendments to tax laws or tax rulings could adversely affect our effective tax rates, financial condition and results of operations.

The tax regimes we are subject to or operate under may be subject to significant change. This challenge is increased by the global nature of our operations. Changes in tax laws or tax rulings, or changes in the interpretations of existing laws, could cause us to be subject to additional income-based taxes and non-income taxes, including payroll, sales, use, value-added, digital tax, net worth and good and services taxes, which in turn could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We may need additional capital but may not be able to obtain it on favorable terms or at all.

We may require additional cash resources due to future growth and development of our business, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including our future financial condition, results of operations, cash flows, share price performance, and liquidity of international capital and lending markets. In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse effect on our business, financial condition and results of operations. Moreover, any issuance of equity or equity-linked securities could result in significant dilution to our existing shareholders.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud.

Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and resources to address our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements for the fiscal years ended March 31, 2024 and 2025, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above-mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting. There is a reasonable possibility that a material misstatement in our annual or interim financial statements may not be prevented or detected on a timely basis. The material weakness identified is related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; and (ii) a lack of independent directors and an audit committee.

We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; (ii) appointing independent directors; (iii) establishing an audit committee; and (iv) strengthening our corporate governance. We intend to implement the above measures prior to the listing and we expect the remediation to be completed upon listing.

Effective internal control over financial reporting is important to prevent fraud. The market for and trading price of our Class A Ordinary Shares may be materially and adversely affected if we do not have effective internal controls. We may not be able to discover problems in a timely manner and our current and potential shareholders may lose confidence in our financial reporting, which may harm our business and the trading price of our Class A Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make it more difficult for us to raise funds in debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the NYSE American Company Guide.

Because we are incorporated under the laws of the Cayman Islands, our Controlling Shareholder may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit. You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal or state courts may be limited.

While under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman Islands law, our Controlling Shareholder does not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our Controlling Shareholder may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company, the register of mortgages and charges and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Amended and Restated 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 unless required by the Companies Act of the Cayman Islands or other applicable law or authorized by the directors or by ordinary resolution. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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

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

Risks Related to Our Class A Ordinary Shares and This Offering

There has been no public market for our Class A Ordinary Shares prior to the completion of this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to the completion of this offering, there has not been a public market for our Class A Ordinary Shares. We plan to apply for the listing of our Class A Ordinary Shares on the NYSE American. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after this offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

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

The public offering price for our Class A Ordinary Shares will be determined by negotiations between us, the Selling Shareholders and the underwriters and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in this offering, upon completion of this offering you will incur immediate dilution of $3.89 per share, assuming a public offering price of US$4.25 per Class A Ordinary Share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

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

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

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

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

We will incur substantial increased costs as a result of being a public company.

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

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

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior April 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

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

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

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

Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

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

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

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

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

We anticipate that we will use the net proceeds from this offering for the expansion of our core technology’s functionality and value, strategic development and scaling of our business and operational footprint, exploration for potential mergers and acquisitions (with no current commitments in place), and general administration and working capital. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares.

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

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and the content of proxy statements prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Effective March 18, 2026, our executive officers and directors will be required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. Our 10% shareholders who are not officers or directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Our Controlling Shareholder has significant voting power and may take actions that may not be in the best interests of our other shareholders.

As of the date of this prospectus, our Controlling Shareholder holds 57.4% or more of our issued and outstanding Ordinary Shares. After this offering, the Controlling Shareholder will hold 79.2% or more of our voting rights. As a result, Our Controlling Shareholder will be able to control the management and affairs of our Company and most matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. The interests of our Controlling Shareholder may not be the same as or may even conflict with your interests. For example our Controlling Shareholder could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of our Class A Ordinary Shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other shareholders.

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

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share. Due to the disparate voting powers associated with our two classes of ordinary shares, our Controlling Shareholder will beneficially own 79.2% of the aggregate voting power of our Company immediately following the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. The interests of our Controlling Shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholder differ from your interests, you may be disadvantaged by any action that he may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

We cannot predict the effect our dual-class structure may have on the market price of our Class A Ordinary Shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of our Ordinary Shares would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our Class A Ordinary Shares. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our ordinary shares, we will likely be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices 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, the market price of our Class A Ordinary Shares could be adversely affected.

As a foreign private issuer and “controlled company” within the meaning of the NYSE American’s corporate governance rules, we are permitted to rely on exemptions from certain of the NYSE American corporate governance standards. Our choice to rely on such exemptions may afford less protection to holders of our Class A Ordinary Shares. We intend to comply with the Corporate Governance rules of NYSE American applicable to foreign private issuers and do not intend to rely on such controlled company exemptions.

The corporate governance rules of the NYSE American require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. If we choose to rely on the foreign private issuer exemption to certain of the NYSE American corporate governance standards, a majority of the directors on our board of directors will not be required to be independent directors, our remuneration committee will not be required to be comprised entirely of independent directors and we will not be required to have a nominating committee. Therefore, our board of directors approach to governance will be different from that of a board of directors consisting of a majority of independent directors, and, as a result, the management oversight of our Company may be more limited than if we were subject to all of the NYSE American corporate governance standards.

A “controlled company” under the NYSE American corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group or another company. Following this offering, our principal shareholder will control a majority of the voting power of our outstanding ordinary shares, making us a “controlled company” within the meaning of the NYSE American corporate governance rules. As a controlled company, if we may elect not to comply with certain of the NYSE American corporate governance standards, including the requirement that a majority of directors on our board of directors are independent directors and the requirement that our remuneration committee and our nominating committee consist entirely of independent directors.

Should we choose to rely on the above exemptions, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE American corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced. However, we intend to comply with the NYSE American corporate governance rules applicable to foreign private issuers and do not intend to rely on the above exemptions of controlled company.

Although as a Foreign Private Issuer we are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the NYSE American, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will seek to have our securities approved for listing on the NYSE American upon consummation of this offering. There is no assurance that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the NYSE American, we cannot assure you that our securities will continue to be listed on the NYSE American.

In addition, following this offering, in order to maintain our listing on the NYSE American, we will be required to comply with certain rules of the NYSE American, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the NYSE American, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the NYSE American criteria for maintaining our listing, our securities could be subject to delisting.

If the NYSE American does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

Anti-takeover provisions in our Amended and Restated Memorandum and Articles of Association may discourage, delay, or prevent a change in control.

Some provisions of our Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including, among other things, the following:

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

Except in connection with the settlement of trades, transactions or transfers of Ordinary Shares entered into through the facilities of a stock exchange or automated quotation system on which our Ordinary Shares are listed or traded from time to time, our board of directors may, in its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any Ordinary Share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares transferred are free of any lien in favor of us; and (vi) a fee of such maximum sum as the NYSE American may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 calendar days in any calendar year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed on the NYSE American, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with DTC/Cede & Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the Depository Trust Company (“DTC”) systems.

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.

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

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, by the Companies Act and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or Controlling Shareholder than they would as public shareholders of a corporation incorporated in a jurisdiction in the United States.

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

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our Amended and Restated Memorandum and Articles of Association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of the Company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Advance notice of not less than seven clear days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person, through their authorized representative or by proxy one or more shareholders holding shares which carry in aggregate not less than a majority of all votes attaching to all shares in issue and entitled to vote on resolutions of shareholders to be considered at the meeting.

If we are classified as a passive foreign investment company, United States taxpayers who own our Class A Ordinary Shares may have adverse United States federal income tax consequences.

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

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

In connection with this offering, our Company intends to adopt an employee share incentive plan in 2026, for the purpose of granting share-based compensation awards, in an aggregate amount of up to 15% of our issued and outstanding Class A Shares following this offering, to our employees, directors and consultants to incentivize their performance and align their interests with ours. Under the said plan, we expect to be permitted to issue options to purchase or share awards of up to 5,079,080 Class A Shares. As of the date of this prospectus, we have not awarded any shares and no options to purchase Class A Shares have been exercised and no Class A Shares have been issued upon exercised vested options, in each case under the said plan. As a result of these grants and potential future grants, we expect to continue to incur significant share-based compensation expenses in the future. The amount of these expenses is based on the fair value of the share-based awards. We account for compensation costs for all share options using a fair-value based method and recognize expenses in our statements of profit or loss and other comprehensive income. The expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional securities issued under share-based compensation plans will dilute the ownership interests of our shareholders. However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by options.

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

Sales of Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of the Class A Ordinary Shares to decline. Immediately after the completion of this offering, we will have 33,860,539 Class A Ordinary Shares outstanding, assuming the underwriters do not exercise their over-allotment option. All Class A Ordinary Shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The Company and our executive officers and directors have agreed not to sell, transfer or dispose of, directly or indirectly, any of our Class A Ordinary Shares, or securities convertible into or exercisable or exchangeable for our Class A Ordinary Shares, for a period of 180 days following the effective date of the registration statement of which this prospectus forms a part, subject to certain exceptions. Class A Ordinary Shares subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the Class A Ordinary Shares could decline. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Class A Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. See also “Risk Factors — Our pre-IPO shareholders will be able to sell their shares upon completion of this offering subject to restrictions under Rule 144 under the Securities Act.” and “Shares Eligible for Future Sale” for more information.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we make a liquidating distribution, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or its share premium account, provided that in no circumstances may a dividend be paid out of the share premium account if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Our Company and any director or manager of the Company who knowingly and willfully authorizes or permits any distribution or dividend to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would commit an offence and may be liable to a fine of Cayman Islands dollars 15,000 and to imprisonment for five years in the Cayman Islands.

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

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, as amended and by the Companies Act (As Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the English courts are generally of persuasive authority but are not binding on the courts of 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 precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and 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 for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Risks Related to Regulations and Litigation

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our brand and reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies governing the provision of IT solution services vary from jurisdiction to jurisdiction. The application of these types of laws to our operations continues to be difficult to predict but could pose operational challenges for us in the future. Because laws vary from jurisdiction to jurisdiction, our services must be continually monitored for compliance with the various rules and requirements, which may change from time to time. Furthermore, the costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. The applicable laws, regulations, standards and policies relating to the provision of IT solution services in the different jurisdictions in which our customers are located in continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may be involved in certain legal proceedings from time to time. Any adverse decision in such proceedings may render us liable to liabilities and may adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may be involved in legal proceedings from time to time. In addition to the related cost, managing and defending litigation can divert our management’s attention. We may also need to pay damages to settle claims with a substantial amount of cash. Any of these could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and industry publications through publicly available sources. Statistical data in these publications may include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the new and rapidly changing nature of the IT solutions industry, especially the increase in online activities among players at different stages of the production chain results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our operations. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

After deducting the estimated underwriters’ discount, the non-accountable expense allowance and other offering expenses payable by us, we expect to receive net proceeds of approximately $14.3 million (or $16.6 million) in the aggregate if the underwriters exercise their over-allotment option in full) from this offering. We will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.

We intend to use the net proceeds of this offering as follows, after we complete the remittance process:

The precise amounts and percentage of proceeds we devote to particular categories of activity, and their priority of use, will depend on prevailing market and business conditions as well as on the nature of particular opportunities that may arise from time to time. Accordingly, we reserve the right to change the use of proceeds that we presently anticipate and describe herein.

The foregoing is set forth based on the order of priority of each purpose and represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

DIVIDEND POLICY

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

CAPITALIZATION

The following tables set forth our cash and cash equivalents and capitalization as of September 30, 2025:

You should read the tables together with our consolidated 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.”

DILUTION

If you invest in our Class A Ordinary Shares, you will incur immediate dilution since the public offering price per share you will pay in this offering is more than the net tangible book value per Class A Ordinary Share immediately after this offering.

The net tangible liabilities book value of our Class A Ordinary Shares as of September 30, 2025 was US$1.6 million, or US$1.6 million per share and US$0.05 per share on pro forma basis. Net tangible liabilities book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of ordinary shares (including both Class A and Class B Ordinary Shares). Tangible assets equal our total assets less intangible assets, operating lease right-of-use assets and deferred offering cost.

The dilution in net tangible book value per share to new investors, represents the difference between the amount per share paid by purchasers of shares in this offering and the pro forma net tangible book value per share immediately after completion of this offering. After giving effect to the sale of the 3,950,000 shares being sold pursuant to this offering price of $4.25 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting underwriters’ discount, the non-accountable expense allowance and estimated offering expenses, our as adjusted net tangible book value would be approximately US$13.3 million or US$0.36 per ordinary share (including both Classes A and B Ordinary Shares). This represents an immediate increase in net tangible book value of US$0.41 per share to existing shareholders and an immediate decrease in net tangible book value of US$3.89 per share to new investors purchasing the shares in this offering.

The following table illustrates this per share dilution:

Our as adjusted net tangible book value after this offering, and the decrease to new investors in this offering, will change from the amounts shown above if the underwriters’ over-allotment option is exercised.

The following table sets forth, on a as adjusted basis as of September 30, 2025, the difference between the number of Class A Ordinary Shares purchased from us, the total cash consideration paid, and the average price per share paid by our existing shareholders and by new public investors before deducting estimated underwriters’ discounts, non-accountable expense allowance and estimated offering expenses payable by us, using an assumed public offering price of US$4.25 per Class A Ordinary Share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus:

The as adjusted 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 public offering price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

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

The following discussion and analysis of its financial condition and results of operations should be read in conjunction with the financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Its actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a Singapore-based cybersecurity and digital transformation company providing end-to-end technology solutions to public sector agencies and private enterprises across Southeast Asia. Since our establishment in 2011, we have evolved from a media business into a multidisciplinary technology firm with core focus in cybersecurity, artificial intelligence (“AI”), Internet of Things (“IoT”), cloud computing, and secured digital infrastructure.

Our mission is to help organizations modernize, secure, and manage our clients’ technology environments effectively in an increasingly complex and regulated digital landscape. By integrating security at every stage of the digital transformation journey, we enable our clients to operate with greater confidence, resilience, and operational efficiency.

We deliver our solutions through four principal business segments: (i) Cybersecurity Solutions; (ii) DevSecOps Integration Services; (iii) Security Operations Centre (“SOC”) Management Services; and (iv) Secured Media and Information Technology Management Solutions (“ITMS”). These offerings are supported by our in-house team of engineers, developers, and cybersecurity professionals, and reinforced through strategic partnerships with global technology providers.

Operating under an asset-light model, we have successfully executed large-scale projects for government agencies and enterprises in key industries such as financial services, healthcare, manufacturing, logistics, and education. With operations in Singapore and Vietnam, we are well-positioned to capture growth opportunities as the demand for secure and scalable digital solutions continues to rise across the region.

For the year ended March 31, 2025 our gross profit increased to S$2,990,140 (US$2,223,980), representing a 251.3% year-over-year increase from S$851,149 for the year ended March 31, 2024. Although we experienced an operating loss of S$619,492 for the year ended March 31, 2024, we achieved an operating profit of S$1,567,814 (US$1,166,096) for the year ended March 31, 2025, reflecting a 353.1% improvement year-over-year.

For six months ended September 30, 2025, our gross profit decreased to S$247,399 (US$191,745), representing a 48.9% decline from S$483,940 in September 30, 2024. The reduction was primarily due to a 12.1% increase in cost of revenues to S$4,750,523 (September 30, 2024: S$4,238,140), which outpaced the 5.8% growth in revenue to S$4,997,922 (September 30, 2024: S$4,722,080).

The higher cost of revenues was mainly attributable to increased subcontractor, staff cost and project-related costs associated with new projects and expanded service scope during the period. These investments were aimed at supporting revenue growth and enhancing project delivery capabilities. While this resulted in a lower gross margin compared to the prior period, management views the cost increase as a strategic investment in capacity building to position the Group for sustainable growth in future periods.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

The level of demand for cybersecurity and digital transformation services directly impacts our revenue growth. This demand is driven by rising cyber threats, increasing regulatory requirements, and the growing need for digital resilience across both public and private sectors. Continued digitalization across industries such as government, healthcare, finance, logistics, and manufacturing in Southeast Asia has contributed to increased client engagement and contract value.

Our ability to secure large-scale, long-term contracts with government agencies and regulated industries is a key factor influencing our revenue stability and financial performance. We have secured multi-year contracts with entities including the Government Technology Agency of Singapore and the Singapore Civil Defence Force.

A substantial portion of our revenue is derived from government contracts in Singapore, covering IT infrastructure, software implementation, system integration, cybersecurity, and managed services. As a result, our financial performance is closely linked to the Singapore government’s technology procurement cycles and annual IT budget allocations. Any delays, changes in procurement policies, budget constraints, or shifts in strategic priorities — such as vendor consolidation or in-sourcing — could materially affect our revenue. Furthermore, government contracts are typically awarded through competitive tender processes, and pricing pressures or changes in qualification criteria may impact our ability to secure new contracts or renew existing ones.

The timely and cost-effective delivery of complex projects is a key factor affecting our revenue recognition and profit margins. Our ability to manage project timelines, resource allocation, subcontractors, and system integration directly influences our gross profit and customer satisfaction, which in turn impacts future business opportunities and repeat engagements.

Our business performance is also dependent on attracting, developing, and retaining skilled cybersecurity professionals, engineers, and developers. The expertise and productivity of our in-house team are critical to maintaining high standards of project execution, fostering innovation, and supporting scalable growth. Competition for qualified talent in the cybersecurity and technology sectors presents ongoing challenges that could affect our operational capabilities and business outcomes.

We are actively expanding our service offerings and investing in the development of proprietary platforms to support long-term growth and strengthen our competitive position. This includes the ongoing development of our AI-driven cybersecurity modules — Clear-Ciso, Clear-Guard, and Clear-Align — which are designed to enhance threat detection, compliance management, and incident response capabilities. The commercial success of these products, measured by market adoption, licensing revenue, and product differentiation, will significantly influence our future revenue streams and profit margins.

In addition, we are broadening our capabilities in emerging technologies such as artificial intelligence, blockchain advisory, and IoT-based solutions to address evolving client needs and create new growth opportunities. While these investments are essential to maintaining technological relevance and market leadership, they may not result in immediate revenue contribution and could impact our short-term profitability due to increased research and development costs.

Our operations are subject to a range of regulatory and compliance requirements, particularly in sectors such as government, financial services, and healthcare, where data protection and cybersecurity standards are more stringent. Changes in laws, regulations, and procurement policies — such as those relating to cybersecurity frameworks, data privacy, or cloud security — can create new business opportunities but may also impact project timelines, increase operating and compliance costs, or introduce additional contractual obligations.

We are required to comply with various laws across jurisdictions, including data protection regulations such as the General Data Protection Regulation (GDPR), the Personal Data Protection Act (PDPA) in Singapore, and similar frameworks in other regions. Failure to comply with applicable legal or regulatory requirements could result in penalties, reputational damage, or the loss of existing and prospective business. As the regulatory landscape continues to evolve, we expect our compliance obligations and associated costs to increase accordingly.

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the regulations of SEC. They include the financial statements of our Company and our subsidiaries. All transactions and balances among these entities have been eliminated upon consolidation.

Please also refer to the summary of the significant accounting policies of our Company discussed in Note 2 to the consolidated financial statements for the years ended March 31, 2025 and 2024 and the six months ended September 30, 2025 and 2024.

Results of Operations

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

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

Comparison of the Year Ended March 31, 2025 and 2024

The following table shows key components of our results of operations during the years ended March 31, 2025 and 2024, respectively:

Revenue

The majority of our revenue was generated through reselling hardware and software solutions.

For the period ended September 30, 2025, total revenue increased by 5.8% to S$4.99 million (US$3.87 million), compared to S$4.72 million in the prior period. The improvement was driven by significant growth in service-related income, which offset the decline in hardware and software resale revenue.

Reseller of Hardware and Software Solutions

Revenue from the resale of hardware and software solutions decreased by 32.0% year-over-year to S$2.91 million (September 30, 2024: S$4.28 million), accounting for 58.3% of total revenue in September 30, 2025 compared to 90.7% in September 30, 2024. The decrease was primarily attributable to lower sales volume from clients, reflecting the timing of large-scale procurement cycles and selective project deferrals during the period.

Despite this moderation, the segment continues to represent a key revenue contributor, supported by established partnerships with leading vendors and recurring demand from existing customers. The decline also reflects the Group’s strategic shift toward diversifying revenue sources and reducing dependence on transactional sales. Going forward, the Group’s aim to stabilize this segment through value-based solution bundling and deeper integration with our service delivery framework.

Service Revenue

Service revenue increased substantially by 377.2% to S$2.09 million (US$1.62 million) in September 30, 2025, compared to S$0.44 million in September 30, 2024, accounting for 41.7% of total revenue (September 30, 2024: 9.3%). The significant growth was driven by strong demand for software integration, implementation, and managed service support provided to both new and recurring clients.

This expansion reflects the Group’s strategic focus on developing a recurring and value-added revenue base, supported by long-term service contracts and increased adoption of digital and cloud-based solutions. The higher contribution from service revenue underscores management’s emphasis on scalability, customer retention, and margin improvement through service-led engagement.

In the years ended March 31, 2024, and 2025, revenue from this segment accounted for 83.2% and 72.4% of our total revenue, respectively, despite a slight decline of 3.3% to S$7.63 million. Software & digital solutions showed positive growth, increasing by 6.7% to S$1.70 million, supported by expanding demand for value added support and maintenance services.

Reseller of hardware and software solutions

Revenue from the reseller of hardware and software solutions declined marginally by S$261,947 or 3.3% year-over-year, to S$7.63 million in fiscal year 2025. The slight decrease was primarily attributable to slower purchasing cycles among select enterprise clients, particularly in sectors impacted by macroeconomic uncertainties and budget realignments. Despite this modest decline, the segment continues to serve as a foundational revenue stream, supported by long-standing vendor relationships and repeat customer engagements. However, its contribution to total revenue decreased from 83.2% to 72.4%, reflecting the Company’s broader efforts to diversify its revenue mix and reduce reliance on transactional sales. Going forward, we intend to optimize this segment through improved bundling strategies, and closer alignment with enterprise digital transformation initiatives.

Exclusive distributor fees

In fiscal year 2025, we introduced a new revenue stream from exclusive distributor fees contributing S$1.2 million or 11.4% of total revenue. This revenue was generated from agreements with overseas partners, who were granted exclusive rights to distribute the Roundesk application within designated territories. These arrangements support our go-to-market strategy by leveraging local market expertise to drive adoption, expand user reach, and accelerate international brand presence without incurring significant in-country operating costs. As a result, this initiative not only enhances recurring fee-based revenue but also provides a scalable model for geographic expansion. We expect continued growth from this channel as additional markets are secured under similar distribution frameworks.

Service revenue

Service revenue grew by 6.7% to S$1.70 million in fiscal year 2025, compared to S$1.59 million in the prior year. The increase was primarily driven by higher demand for post-sales support, software integration, and technical consulting services. These offerings complement our product portfolio and deepen customer engagement through value-added support. Although service revenue’s proportion of total revenue saw a slight decrease from 16.8% to 16.2%, it remains a strategically important component of our business model. Services contribute to revenue visibility, margin enhancement, and customer retention, and we continue to invest in expanding our technical capabilities and service offerings to meet the evolving needs of our enterprise clients.

Cost of revenue

Our cost of revenue primarily comprises purchases of hardware and cybersecurity products (such as Fortinet and Mimecast), software subscriptions, cloud infrastructure, outsourced consulting services, and direct manpower costs associated with project delivery.

For the six months ended September 30, 2025, cost of revenue increased by approximately S$0.51 million, or 12.1%, from S$4.24 million in the prior period to S$4.75 million. The increase was mainly attributable to a higher proportion of service-related projects during the period, which involved greater utilization of internal technical resources and subcontracted expertise. As service revenue carries a higher labor component relative to hardware resale, the overall cost structure reflected a temporary rise in delivery-related expenditure.

Despite the increase in cost of revenue, this shift in revenue composition supports the Group’s strategic transition toward service-led engagements, which are expected to enhance recurring income stability and gross margin resilience over the longer term.

For the year ended March 31, 2025, cost of revenue decreased by approximately S$1.09 million, or 12.7%, from S$8.63 million in the prior year to S$7.54 million. The reduction was driven by several key factors, including a strategic shift toward higher-margin software and cloud-based solutions, which typically carry lower direct costs compared to hardware resales. In addition, our expansion into new geographic markets allowed us to diversify our supplier base and leverage more cost-effective delivery models, particularly through the use of localized consulting and technical support teams.

These initiatives not only reduced our overall cost structure but also enhanced project execution efficiency. The resulting decline in cost of revenue contributed to a meaningful improvement in gross margin, reflecting the Group’s strategic focus on operational efficiency, product mix optimization, and long-term profitability.

Gross profit

Our gross profit is primarily driven by the composition of our revenue mix, pricing strategy, and direct delivery costs associated with each project. For the six months ended September 30, 2025, gross profit amounted to S$247,399 (US$191,745), compared to S$483,940 in the prior period, representing a 48.9% decrease.

The decline in gross profit was mainly attributable to a higher proportion of service-based revenue in September 30, 2025, which, while enhancing recurring income visibility and customer retention, generally carries a lower short-term margin compared to hardware resale. Additionally, the increase in manpower and subcontracting costs associated with new project implementations temporarily weighed on overall margins.

Despite the moderation in gross profit, this shift reflects the Group’s strategic repositioning toward scalable, service-oriented solutions that are expected to contribute to more sustainable and higher-margin growth over time. Management continues to focus on improving delivery efficiency through cost discipline, better resource utilization, and expanding the mix of software and cloud-based offerings, which are anticipated to strengthen margins in future reporting periods.

Our gross profit is primarily influenced by the pricing and product mix of the solutions we deliver, as well as the level of direct manpower costs incurred during project execution. For the year ended March 31, 2025, gross profit increased significantly by approximately 251.3% to S$2.99 million, compared to S$0.85 million in the prior year.

This substantial improvement was largely driven by a combination of revenue diversification, cost optimization efforts, and a strategic shift toward higher-margin software and cloud-based solutions. The decrease in cost of revenue — notably from more efficient procurement, expansion into new markets, and improved resource allocation — further contributed to enhanced profitability. The Group’s focus on operational efficiency and delivering value-added, scalable solutions has translated into a healthier gross margin and strengthened overall financial performance.

Operating expenses

Our operating expenses primarily consist of (i) employee benefit expenses; (ii) depreciation and amortization expenses; and (iii) general and administrative expenses. For the year ended March 31, 2024, and 2025, operating expenses was S$1,470,641 and S$1,422,326 (US$1,057,884), respectively. For the six months ended September 30, 2024 and 2025, operating expenses was S$722,787 and S$786,568 (US$609,623), respectively.

(i) Employee benefit expenses

Our employee benefit expenses primarily comprise personnel-related costs associated with employees and directors, including wages and salaries, directors’ remuneration, statutory contributions to the Central Provident Fund (CPF) in Singapore, and other employee benefits such as allowances and performance-based incentives.

For the period ended September 30, 2025, the Group’s total employee benefit expenses increased by 5.7% to S$303,866, compared to S$287,476 in the prior period. The increase was mainly attributable to a 23.6% rise in wages and salaries to S$158,800 (September 30, 2024: S$128,481), reflecting headcount additions to support business expansion. The increase was partly offset by a reduction in other employee benefits, which declined by 55.5% to S$12,256 (September 30, 2024: S$27,539), primarily due to lower staff allowances and reduced discretionary incentives following the implementation of cost optimization initiatives.

For the year ended March 31, 2025, the Group’s total employee benefit expenses declined slightly by 1.8% to S$534,277, compared to S$543,842 in the prior year. This reduction was primarily attributable to cost optimization initiatives and the strategic reallocation of internal resources, including the outsourcing of Security Operations Centre (SOC) personnel. The corresponding decrease in wages and salaries reflects the reclassification of these costs, which are now accounted for under consultant and outsourced labor. This transition enhanced operational flexibility and efficiency while maintaining continuity and quality of service delivery.

Overall, the Group continues to manage its human capital costs prudently while ensuring adequate resources to support operational and strategic growth objectives.

(ii) Depreciation and amortization expenses

For the six months ended September 30, 2025, the Group’s total depreciation and amortization expenses decreased by 6.5% to S$99,509, compared to S$106,413 in the prior period. The decrease was primarily due to a 42.1% reduction in depreciation of plant and equipment to S$9,509 (September 30, 2024: S$16,413), mainly attributable to certain fixed assets reaching the end of their useful lives and being fully depreciated during the period.

Amortization of intangible assets remained unchanged at S$90,000, reflecting continued amortization of the software license relating to the Roundesk platform capitalized in the previous period.

For the financial year ended March 31, 2025, the Group’s total depreciation and amortization expenses increased by 4.0% to S$205,344, compared to S$197,393 in the prior year. The increase was mainly due to a 22.7% rise in amortization expenses to S$180,000, following the capitalization of a software license relating to the Roundesk platform, valued at S$800,000, in FY2024. This capitalization contributed to higher amortization charges during the year.

Conversely, depreciation of plant, and equipment declined by 50% to S$25,344, primarily due to several assets reaching the end of their useful lives and being fully depreciated. This reduction partially offset the increase in amortization expenses.

(iii) General and administrative expenses

For the period ended September 30, 2025, the Group’s general and administrative expenses increased by 16.5% to S$383,193, compared to S$328,898 in the prior period. The increase was primarily driven by higher professional fees, licenses and subscriptions, and traveling expenses, reflecting enhanced corporate activities and operational expansion during the period.

Professional fees rose significantly by 204.8% to S$39,548 (September 30, 2024: S$12,973), mainly due to increased advisory, audit, and compliance-related costs in connection with the Group’s ongoing IPO preparation and regulatory requirements.

Licenses and subscriptions increased by 68.6% to S$54,407 (September 30, 2024: S$32,329), primarily reflecting continued investment in essential software tools, cybersecurity solutions, and digital platforms to support business operations and infrastructure scalability.

Traveling expenses rose by 56.4% to S$42,501 (September 30, 2024: S$26,889), largely attributable to increased overseas business development activities and client engagements following the resumption of normal travel operations.

Consultancy fees increased by 22.6% to S$19,000 (September 30, 2024: S$15,500), mainly due to the engagement of external consultants to support specific operational and strategic initiatives.

Insurance expenses increased modestly by 11.2% to S$20,182 (September 30, 2024: S$18,147), reflecting higher premiums associated with business coverage renewals.

Advertising and marketing expenses decreased by 34.7% to S$18,788 (September 30, 2024: S$28,763), in line with the Group’s focus on optimizing marketing spend and prioritizing digital channels with higher return on investment.

Amortization of right-of-use assets remained stable at S$24,750, while other operating expenses were relatively consistent at S$164,467 (September 30, 2024: S$169,547), reflecting prudent cost management despite increased business activities.

For the financial year ended March 31, 2025, the Group’s general and administrative expenses decreased by 6.4% to S$682,705, compared to S$729,406 in the prior year. The decrease was primarily attributable to the absence of impairment-related charges recorded in FY2024. In FY2025, no impairment in investment or financial assets was recognized, resulting in a combined cost reduction of S$46,701.

Advertising and marketing expenses declined significantly by 98.3% to S$1,030, compared to S$60,635 in the previous year, reflecting a strategic reduction in promotional activities and tighter budget control in line with cost-optimization initiatives.

Amortization of right-of-use assets decreased by 28.3% to S$49,499, down from S$68,999, primarily due to lease modifications and expiration of certain short-term leases.

Professional fees increased by 18.2% to S$34,600, primarily driven by higher advisory and compliance-related costs associated with the ongoing IPO preparation.

Licenses and subscription fees remained stable, increasing slightly by 2.4% to S$81,674, reflecting ongoing investment in essential software and platforms to support operations.

Consultancy fees surged by 223.8% to S$73,684, compared to S$22,759 in FY2024. The increase was mainly due to engagement of external consultants for strategic projects and digital infrastructure enhancement.

Other operating expenses rose by 27.8% to S$442,218, up from S$346,089, primarily driven by higher administrative overheads, IT-related costs, and employee-related office expenses.

Despite increases in certain expense categories, the overall decline in general and administrative expenses reflects the Group’s focused cost discipline and the absence of non-recurring impairment charges recognized in the prior year.

Other expenses, net