As filed with the U.S. Securities and Exchange Commission on January 26, 2026.

Registration No. 333-292484

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Optimal AI Limited

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

1008 Toa Payoh North #04-12/14/15

Singapore 318996

+65 68160391

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

COGENCY GLOBAL INC.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+1-800-221-0102

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

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

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

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

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

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

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

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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The Public Offering Prospectus will exclude the alternate pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the alternate pages and will be used for the resale offering by the Selling Shareholders.

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

Optimal AI Limited

2,500,000 Class A Ordinary Shares

This is the initial public offering of Optimal AI Limited. Prior to this offering, there has been no public market for our Class A Ordinary Shares. We are offering 2,500,000 of our Class A Ordinary Shares, par value $0.0001, assuming an initial public offering price of $4.50 per share (which is the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus). It is currently estimated that the initial public offering price per share will be between $4 and $5. We intend to list our Class A Ordinary Shares on the NYSE American under the symbol “[____].” The closing of this offering is conditioned upon NYSE American’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on NYSE American.

Immediately after this offering, assuming an offering size as set forth above, Mr. Lai Kee Chwee, through Optimal Investments Limited, will hold 33.42% of our outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares, which represents approximately 68.51% of the total voting power (or approximately 67.98% of the total voting power if the underwriter’s option to purchase additional shares is exercised in full). As a result, we expect to be a “controlled company” as defined by the NYSE American Company Guide. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we currently do not intend to rely on the “controlled company” exemptions under the NYSE American Company Guide, we could elect to rely on the exemptions after we complete this offering. See section titled “Prospectus Summary—Implications of Being a Controlled Company”.

Upon completion of this offering, we will have a dual class ordinary share structure. Our Ordinary Shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A and Class B Ordinary Shares will have the same rights, including dividend rights, except that holders of Class A Ordinary Shares will be entitled to one (1) vote per share, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share, and Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances. Upon the transfer of any Class B Ordinary Share by a holder thereof to any person other than an affiliate of the holder or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not an affiliate of such holder, such Class B Ordinary Share will be automatically and immediately converted into one Class A Ordinary Share. See “Description of Share Capital—Ordinary Shares” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares.

We are not a Singaporean operating company, but an offshore holding company incorporated in the Cayman Islands on June 27, 2025 for the purpose of becoming the ultimate holding company and listing vehicle of the Group. As part of our internal corporate structure reorganization, we acquired 100% of Optimal AI Pte. Ltd. (“Optimal AI”), a Singapore intermediate holding company that was incorporated on July 13, 2024 with no business operations, which in turn holds 14.36% of IntentAI Pte. Ltd. (formerly known as Emo Technologies Pte. Ltd.) and 51% of Hiverlab Pte. Ltd. (“Hiverlab Singapore”). Hiverlab Singapore holds 100% of Hiverlab Vietnam Co., Ltd. (“Hiverlab Vietnam”). As a holding company with no material operations of our own, we conduct substantial part of our operations through our operating subsidiaries in Singapore, IntentAI and Hiverlab Singapore, and the subsidiary of Hiverlab Singapore, Hiverlab Vietnam. We used to conduct our operations through Hiverlab International Pte. Ltd. (“Hiverlab International”), a subsidiary of Hiverlab Singapore. Hiverlab International had been dormant with no ongoing activities or revenue generation. As part of our corporate reorganization, on December 23, 2025, Hiverlab Singapore entered into a share transfer agreement with Mr. Jiang Shutao, our Director and Chief Technology Officer, to transfer all outstanding shares of Hiverlab International for a consideration of S$100 to Mr. Jiang Shutao (the “Disposition”). Following the Disposition, Hiverlab International is no longer owned by the Company. 

This is an offering of the Class A Ordinary Shares of Optimal AI Limited, the holding company in the Cayman Islands, instead of the shares of Intent AI, Hiverlab Singapore and Hiverlab Vietnam. References to the “Company”, “we”, “us”, and “our” in the prospectus are to Optimal AI Limited, the Cayman Islands entity that will issue the Class A Ordinary Shares being offered. Our Singapore subsidiary, Hiverlab Singapore, is the main entity operating the business and generating most of the revenue and profit stated in the consolidated financial statements of the Company included elsewhere in this prospectus. The Company owns 51% equity interest in Hiverlab Singapore. Investors in our Class A Ordinary Shares should be aware that they may never hold equity interests in the Singapore operating companies directly. Investors are purchasing equity solely in Optimal AI Limited, our Cayman Islands holding company, which directly owns issued shares and equity interests in the Singapore operating companies.

Investing in the Class A Ordinary Shares involves a high degree of risk. See section titled “Risk Factors” beginning on page 15 of this prospectus.

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

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

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary 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 fifteen (15%) of the total number of our Class A Ordinary Shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts. If we complete this offering, net proceeds will be delivered to us on the closing date.

We have agreed to issue R.F. Lafferty & Co., Inc., the representative of the underwriters, or its assigns warrants (the “Representative’s Warrants”) to purchase such number of Class A Ordinary Shares equal to five percent (5%) of the Class A Ordinary Shares sold in this offering (including Class A Ordinary Shares issued pursuant to the exercise of the over-allotment option) and to also register herein the Class A Ordinary Shares issuable upon the exercise of the Representative’s Warrants. The Representative’s Warrants will be exercised at any time, and from time to time, in whole or in part, commencing from six months after the closing of this offering and expiring five (5) years from the closing date of this offering. The Representative’s Warrants shall have an exercise price of one hundred and ten percent (110%) of the offering price of the Class A Ordinary Shares offered in this offering. The Representative’s Warrants shall not be redeemable. See “Underwriting” beginning on page 119 for details.

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

R.F. LAFFERTY & CO., INC.

The date of this prospectus is                , 2026

TABLE OF CONTENTS

The definitions of certain capitalized terms used in this prospectus can be found in the section titled “Prospectus Summary—Conventions Which Apply to this Prospectus” beginning on page 11 of this prospectus.

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ® and TM 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.

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

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

RISK FACTORS

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

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

Risks Related to Our Business and Industry

Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers could slow the growth rate of our revenue or cause our revenue to decline.

We have certain customers whose revenue individually represents 10% or more of the Company’s total revenues. The sudden loss of any of our major customers or the renegotiation of any of our major customer contracts could have a significant impact on our revenue, the growth rate of our revenue, our reputation, and our ability to obtain new customers.

In the ordinary course of business, we engage in active discussions and renegotiations with our customers in respect of the solutions we provide and the terms of our customer agreements, including our fees. As our customers’ businesses respond to market dynamics, financial pressures, and regulatory changes or delays impacting their businesses, and as our customers make strategic business decisions regarding how to market their offerings, our customers seek to, and we expect will continue to seek to, amend the terms of their arrangements with us. In the ordinary course, we renegotiate the terms of our agreements with our customers in connection with renewals or extensions of these agreements. These discussions and future discussions could result in reductions to the fees and changes to the scope contemplated by our original customer contracts and consequently could negatively impact our revenue, business, and prospects.

Because we rely on a limited number of customers for a significant portion of our revenue, we depend on the creditworthiness of these customers. If the financial condition of our customers declines, our credit risk could increase. Should one or more of our significant customers declare bankruptcy, be declared insolvent, or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenue, the collectability of our accounts receivable, and affect our bad debt reserves and net income.

Our business depends on our ability to attract new customers and on our existing customers purchasing additional products and solutions from us and renewing their contracts and subscriptions.

To increase our revenue, we must continue to attract new customers. Our success will depend, to a substantial extent, on the widespread adoption of our Optimal Enterprise AI solutions. Although demand for spatial intelligence solutions, artificial intelligence platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. Numerous factors may impede our ability to add new customers, including but not limited to, our failure to compete effectively against alternative products or services, failure to attract and effectively train new sales and marketing personnel, failure to develop or expand relationships with partners and resellers, failure to successfully innovate and deploy new applications and other solutions, failure to provide a quality customer experience and customer support, or failure to ensure the effectiveness of our marketing programs. If we are not able to attract new customers, it will have an adverse effect on our business, financial condition and results of operations.

In addition, our future success depends on our ability to cross-sell additional components of our Optimal Enterprise AI solutions to our existing customers, and our customers renewing their contracts when the contract term expires. Our customers generally have no contractual obligation to renew, upgrade, or expand their contracts and subscriptions after the terms of their existing contracts and subscriptions expire. In addition, our customers may opt to decrease their use of our Optimal Enterprise AI solutions. Given our limited operating history, we may not be able to accurately predict customer renewal rates. Our customers’ renewal and/or expansion commitments may decline or fluctuate as a result of a number of factors, including, but not limited to, their satisfaction with our technology solution stack and our customer support, the frequency and severity of software and implementation errors or other reliability issues, the pricing of our contracts and subscriptions or competing solutions, changes in their IT budget, the effects of global economic conditions, and our customers’ financial circumstances, including their ability to maintain or expand their spending levels or continue their operations. In order for us to maintain or improve our results of operations, it is important that our customers renew or expand their contracts and subscriptions with us. If our customers do not purchase additional subscriptions or seats or increase their usage or our customers do not renew their contracts and subscriptions, our business, financial condition, and results of operations may be harmed.

Achieving renewal of contracts or expansion of usage and subscriptions may require us to engage increasingly in sophisticated and costly sales and support efforts that may not result in additional sales. In addition, the rate at which our customers expand the deployment of our Optimal Enterprise AI solutions depends on a number of factors. If our efforts to expand penetration within our customers are not successful, our business, financial condition, and results of operations may be harmed.

Because we derive substantially all of our revenue from Optimal Enterprise AI, failure of our Optimal Enterprise AI in particular to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects.

We derive and expect to continue to derive substantially all of our revenue from our Optimal Enterprise AI solutions. As such, the market acceptance of our Optimal Enterprise AI, are critical to our continued success. Market acceptance of our Optimal Enterprise AI depends in part on market awareness of the benefits can provide over spatial intelligence and digital transformation. In addition, in order for cloud-based AI solutions to be widely accepted, organizations must overcome any concerns with placing sensitive information on a cloud-based platform. In addition, demand for our platforms in particular is affected by a number of other factors, some of which are beyond our control. These factors include continued market acceptance of our Optimal Enterprise AI solutions, the pace at which existing customers realize benefits from the use of our platforms and decide to expand deployment of our platforms across their business, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. In addition, we expect that the needs of our customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our platforms continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our AI Suite and Applications in general or our platforms in particular, our business operations, financial results, and growth prospects will be materially and adversely affected.

We may not achieve or sustain profitability in the future.

We incurred net loss for the six months ended June 30, 2025 and the fiscal years ended December 31, 2024 and 2023. While we have experienced revenue growth in recent periods, we do not know whether or when we will generate sufficient revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our Optimal Enterprise AI offerings and business, including:

We will also face increased compliance costs associated with growth, the expansion of our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect, our revenue growth may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and Class A common stock may significantly decrease.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

The market for our products is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards, and frequent new platform and application introductions and improvements. We anticipate continued competitive challenges from current competitors who address different aspects of our offerings, and in many cases, these competitors are more established and enjoy greater resources than we do. We also expect competitive challenges from new entrants into the industry. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate and revenue that could adversely affect our business and results of operations.

Our main sources of current and potential competition fall into several categories:

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

In addition, some of our larger competitors have substantially broader and more diverse platform and application offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages potential customers from subscribing to our Optimal Enterprise AI solution suite, including by selling at zero or negative margins, bundling with other offerings, or offering closed technology platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of platform or application performance or features. As a result, even if the features of our Optimal Enterprise AI solution are superior, potential customers may not purchase our offerings. These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns or other significant reductions in capital spending by customers. If we are unable to sufficiently differentiate our solutions from the integrated or bundled products of our competitors, such as by offering enhanced functionality, performance or value, we may see a decrease in demand for our offerings, which could adversely affect our business, operating results, and financial condition.

Moreover, new innovative start-up companies, and larger companies that are making significant investments in research and development, may introduce products that have greater performance or functionality, are easier to implement or use, or incorporate technological advances that we have not yet developed or implemented, or may invent similar or superior technologies that compete with ours. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

Some of our competitors have made or could make acquisitions of businesses that allow them to offer more competitive and comprehensive solutions. As a result of such acquisitions, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these platforms and applications to market, initiate or withstand substantial price competition, or develop and expand their product and service offerings more quickly than we can. These competitive pressures in our market or our failure to compete effectively may result in fewer orders, reduced revenue and gross margins, and loss of market share. In addition, it is possible that industry consolidation may impact customers’ perceptions of the viability of smaller or even mid-size software firms and consequently customers’ willingness to purchase from such firms.

We may not compete successfully against our current or potential competitors. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition, and results of operations could be adversely affected. In addition, companies competing with us may have an entirely different pricing or distribution model. Increased competition could result in fewer customer orders, price reductions, reduced operating margins, and loss of market share. Further, we may be required to make substantial additional investments in research, development, marketing, and sales in order to respond to such competitive threats, and we cannot assure you that we will be able to compete successfully in the future.

Certain revenue metrics such as net dollar-based retention rate or annual recurring revenue may not be accurate indicators of our future financial results.

Other subscription-based software companies often report on metrics such as net dollar-based revenue retention rate, annual recurring revenue or other revenue metrics, and investors and analysts sometimes look to these metrics as indicators of business activity in a period for businesses such as ours. However, given our large average contract value and our dependence on a small number of high-value customer contracts, these metrics are not accurate indicators of future revenue for any given period of time because the gain or loss of even a single high-value customer contract could cause significant volatility in these metrics. If investors and analysts view our business through these metrics, the trading price of our Class A Ordinary Shares may be adversely affected.

Changes in our pricing models could adversely affect our operating results.

As the markets for our category of products and solutions grow, as new competitors introduce new products or services that compete with ours or as we enter into new international markets, we may be unable to attract new customers at the same price or based on the same pricing model as we have historically used. Regardless of the pricing model used, large customers may demand more discounts than in the past. As a result, we may be required to reduce our prices, offer shorter contract durations or offer alternative pricing models, which could adversely affect our revenue, gross margin, profitability, financial position, and cash flow.

We have limited experience with respect to determining the optimal prices for contracts and subscriptions for our Optimal Enterprise AI solutions. In the past, we have been able to increase our prices for our product offerings but we may choose not to introduce or be unsuccessful in implementing future price increases. Our competitors may introduce new products that compete with ours or reduce their prices, or we may be unable to attract new customers or retain existing customers based on our historical subscription and pricing models. Given our limited operating history and limited experience with our historical subscription and pricing models, we may not be able to accurately predict customer renewal or retention rates. As a result, we may be required or choose to reduce our prices or change our pricing model, which could harm our business, results of operations, and financial condition.

Our revenue growth depends in part on the success of our strategic relationships with third parties, including channel partners, and if we are unable to establish and maintain successful relationships with them, our business, operating results, and financial condition could be adversely affected.

As part of our business growth strategy, we seek to grow our partner ecosystem. We anticipate to continue establishing and maintaining relationships with third parties, such as channel partners, resellers, OEMs, system integrators, independent software and hardware vendors, and platform and cloud service providers.

We plan to continue to establish and maintain similar strategic relationships in certain industry verticals and otherwise, and we expect our channel partners to become an increasingly important aspect of our business. However, these strategic relationships could limit our ability in the future to compete in certain industry verticals and, depending on the success of our third-party partners and the industries that those partners operate in generally, may negatively impact our business because of the nature of strategic alliances, exclusivity provisions, or otherwise. We work closely with select vendors to design solutions to specifically address the needs of certain industry verticals or use cases within those verticals. As our agreements with strategic partners terminate or expire, we may be unable to renew or replace these agreements on comparable terms, or at all.

Our future growth in revenue and ability to achieve and sustain profitability depends in part on our ability to identify, establish, and retain successful strategic partner relationships in Southeast Asia and internationally, which will take significant time and resources and involve significant risk. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute our Optimal Enterprise AI. We cannot be certain that we will be able to negotiate commercially attractive terms with any strategic partner, if at all. In addition, all channel partners must be trained to distribute our Optimal Enterprise AI. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training. If we do not succeed in identifying suitable strategic partners or maintain our relationships with such partners, our business, operating results, and financial condition may be adversely affected. 

Moreover, we cannot guarantee that the partners with whom we have strategic relationships will continue to devote the resources necessary to expand our reach and increase our distribution. In addition, customer satisfaction with services and other support from our strategic partners may be less than anticipated, negatively impacting anticipated revenue growth and results of operations. We cannot be certain that these partners will prioritize or provide adequate resources to selling our Optimal Enterprise AI. Further, some of our strategic partners offer competing platforms and applications or also work with our competitors. As a result of these factors, many of the companies with whom we have strategic alliances may choose to pursue alternative technologies and develop alternative platforms and applications in addition to or in lieu of our Optimal Enterprise AI, either on their own or in collaboration with others, including our competitors. We cannot assure you that our strategic partners will continue to cooperate with us. In addition, actions taken or omitted to be taken by such parties may adversely affect us. Moreover, we rely on our channel partners to operate in accordance with the terms of their contractual agreements with us. For example, our agreements with our channel partners limit the terms and conditions pursuant to which they are authorized to resell or distribute our Optimal Enterprise AI solution and offer technical support and related services. If we are unsuccessful in establishing or maintaining our relationships with third parties, or if our strategic partners do not comply with their contractual obligations to us, our business, operating results, and financial condition may be adversely affected. Even if we are successful in establishing and maintaining these relationships with third parties, we cannot assure you that these relationships will result in increased customer usage of our Optimal Enterprise AI or increased revenue to us.

In addition, some of our sales to government entities have been made, and in the future may be made, indirectly through our channel partners. Government entities may have statutory, contractual, or other legal rights to terminate contracts with our channel partners for convenience or due to a default, and, in the future, if the portion of government contracts that are subject to renegotiation or termination at the election of the government entity are material, any such termination or renegotiation may adversely impact our future operating results. In the event of such termination, it may be difficult for us to arrange for another channel partner to sell our Optimal Enterprise AI to these government entities in a timely manner, and we could lose sales opportunities during the transition. Government entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government entity refusing to renew its contracts/subscription to our Optimal Enterprise AI, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities.

If the market for our Optimal Enterprise AI fails to grow as we expect, or if businesses fail to adopt our Optimal Enterprise AI solution, our business, operating results, and financial condition could be adversely affected.

It is difficult to predict customer adoption rates and demand for Optimal Enterprise AI, the entry of competitive platforms, or the future growth rate and size of the AI usage and spatial intelligence solutions. Although demand for spatial intelligence solutions, artificial intelligence platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. We cannot be sure that this market will continue to grow or, even if it does grow, that businesses will adopt our Optimal Enterprise AI solution. Our future success will depend in large part on our ability to further penetrate the existing market for our Optimal Enterprise AI, as well as the continued growth and expansion of what we believe to be an emerging market for our platforms and applications that are faster, easier to adopt, and easier to use. Our ability to further penetrate our Optimal Enterprise AI market depends on a number of factors, including the cost, performance, and perceived value associated with our Optimal Enterprise AI, as well as customers’ willingness to adopt a different approach to spatial immersive technology. We have spent, and intend to keep spending, considerable resources to educate potential customers about digital transformation, artificial intelligence, and machine learning in general and our Optimal Enterprise AI solutions in particular. However, we cannot be sure that these expenditures will help our Optimal Enterprise AI solution stack achieve any additional market acceptance. Furthermore, potential customers may have made significant investments in legacy analytics software systems and may be unwilling to invest in new platforms and applications. If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our Optimal Enterprise AI solution, our business, operating results, and financial condition could be adversely affected.

If we fail to respond to rapid technological changes, extend our Optimal Enterprise AI or develop new features and functionality, our ability to remain competitive could be impaired.

The market for our Optimal Enterprise AI solution is characterized by rapid technological change and frequent new platform and application introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of platforms and applications embodying new technologies can quickly make existing platforms and applications obsolete and unmarketable. Spatial intelligence, machine learning, and analytics platforms and applications are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced platforms and applications. The success of any enhancements or improvements to our existing products or any new applications depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance.

Our ability to grow our customer base and generate revenue from customers will depend heavily on our ability to enhance and improve our Optimal Enterprise AI solution, to develop additional functionality and use cases, introduce new features and applications and interoperate across an increasing range of devices, operating systems, and third-party applications. Our customers may require features and capabilities that our current technology solution stack do not have or may face use cases that our current solution does not address. We invest significantly in research and development, and our goal is to focus our spending on measures that improve quality and ease of adoption and create organic customer demand for our Optimal Enterprise AI solutions. When we develop a new enhancement or improvement to our AI suite or applications, we typically incur expenses and expend resources upfront to develop, market and promote the new enhancement and improvement. Therefore, when we develop and introduce new enhancements and improvements to our Optimal Enterprise AI stack, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market. There is no assurance that our enhancements to our Optimal Enterprise AI or our new application experiences, functionality, use cases, features, or capabilities will be compelling to our customers or gain market acceptance. If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our Optimal Enterprise AI solution stack in a manner that satisfies customer preferences in a secure, timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our solution.

Any failure of our Optimal Enterprise AI solution to operate effectively with future infrastructure platforms and technologies could reduce the demand for our . If we are unable to respond to these changes in a timely and cost-effective manner, our Optimal Enterprise AI technologies may become less marketable, less competitive, or obsolete, and our operating results may be adversely affected.

The introduction of new AI platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our Optimal Enterprise AI solution obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new Optimal Enterprise AI solutions, features, or capabilities. We have in the past experienced delays in our internally planned release dates of new features and capabilities, and there can be no assurance that new Optimal Enterprise AI features or capabilities will be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business. Moreover, new productivity features for our Optimal Enterprise AI may require substantial investment, and we have no assurance that such investments will be successful. If customers do not widely adopt our new Optimal Enterprise AI features and capabilities, we may not be able to realize a return on our investment. If we are unable to develop, license, or acquire new features and capabilities to our Optimal Enterprise AI on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business could be harmed.

The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our Optimal Enterprise AI.

Our ability to expand our customer base and achieve broader market acceptance of our Optimal Enterprise AI solution depends, to a significant extent, on our ability to continue to expand our marketing and sales operations and the ultimate effectiveness of those operations. We plan to continue expanding our sales force and strategic partners, both domestically and internationally.

Identifying and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully trained and productive for a significant amount of time. Our Optimal Enterprise AI solutions are complicated and configurable, as such, our sales force and operations require significant time and investment for proper recruitment, onboarding, and training in order for our sales operations to be productive. In addition, as we enter new markets, expand the capabilities of our Optimal Enterprise AI solutions, we may need to identify and recruit additional sales and marketing efforts specific to such strategic expansion. Our efforts to do so may be increasingly resource intensive, time consuming, and ultimately unsuccessful. We also dedicate significant resources to sales and marketing programs, including internet and other online advertising. All of these efforts require us to invest significant financial and other resources. In addition, the cost to acquire customers is high due to these marketing and sales efforts. Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue. We will not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

In addition, our business would be adversely affected if our marketing and sales efforts are not successful and generate increases in revenue that are smaller than anticipated. If our marketing and sales efforts are not effective, our sales and revenue may grow more slowly than expected or materially decline, and our business may be significantly harmed.

If we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.

We believe that developing, maintaining, and enhancing awareness and integrity of our brand and reputation in a cost-effective manner are important to achieving widespread acceptance of our Optimal Enterprise AI solutions, and are important elements in attracting new customers and maintaining existing customers. We believe that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion of our brand depends on the effectiveness of our marketing efforts, our ability to provide a reliable and useful purpose-built A.I. technologies at competitive prices, the perceived value of our Optimal Enterprise AI solutions, our ability to maintain our customers’ trust, our ability to continue to develop additional functionality and use cases and our ability to differentiate our technology stack and capabilities from competitive offerings. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand and reputation. We also rely on our customer base in a variety of ways, including to give us feedback on our products. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers and partners or retain our existing customers and partners, and our business and financial condition may be adversely affected. Any negative publicity relating to our employees, partners, or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our Optimal Enterprise AI offerings and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful. 

Our ability to sell products and solutions to our clients and prospects could be harmed by real or perceived material defects or errors in our Optimal Enterprise AI solution offerings.

The software technology underlying Optimal Enterprise AI is inherently complex and may contain material defects or errors, particularly when new applications are first introduced, when new features or capabilities are released, or when integrated with new or updated third-party hardware or software. There can be no assurance that our existing Optimal Enterprise AI solutions will not contain defects or errors. Any real or perceived errors, failures, vulnerabilities, or bugs in Optimal Enterprise AI could result in negative publicity or lead to data security, access, retention, or other performance issues, all of which could harm our business. Correcting such defects or errors may be costly and time-consuming and could harm our business. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and would harm our business.

The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and culture and prevent us from executing our business strategy.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, data scientists, engineers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for employees with high levels of expertise in designing, developing and managing platforms and applications for spatial intelligence, machine learning, and analytics technologies, as well as for skilled data scientists, sales, and operations professionals. In addition, we are extremely selective in our hiring process which requires significant investment of time and resources from internal stakeholders and management. At times, we have experienced, and we may continue to experience, difficulty in hiring personnel who meet the demands of our selection process and with appropriate qualifications, experience, or expertise, and we may not be able to fill positions as quickly as desired.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. Job candidates may also be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could impact hiring and result in a diversion of our time and resources. Additionally, laws and regulations, such as restrictive immigration laws, or export control laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture, and career development opportunities.

We believe that a critical component to our success and our ability to retain our best people is our culture. As we continue to grow and develop a public company infrastructure, we may find it difficult to maintain our company culture. If we fail to attract new personnel or to retain our current personnel, our business would be harmed.

Our quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results of operations and key metrics may vary significantly in the future as they have in the past, particularly in light of our dependence on a limited number of high-value customer contracts, and period-to-period comparisons of our results of operations and key metrics may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly results of operations and key metrics may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuation in quarterly results may negatively impact the value of our securities. Factors that may cause fluctuations in our quarterly results of operations and key metrics include, without limitation, those listed elsewhere in this Risk Factors section and those listed below:

We rely on third-party service providers to host and deliver Optimal Enterprise AI, and any interruptions or delays in these services could impair our service offerings and harm our business.

We currently serve our customers from third-party data center hosting facilities located in Singapore, or on-premise at customer’s sites. For the software managed by us, our operations depend, in part, on our third-party facility providers’ ability to protect these facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, and similar events. In the event that our data center arrangements are terminated, or if there are any lapses of service or damage to a center, we could experience lengthy interruptions in Optimal Enterprise AI as well as delays and additional expenses in making new arrangements.

We designed our system infrastructure and procured and owned or leased the computer hardware used for Optimal Enterprise AI. Any interruptions or delays in our service, whether as a result of third-party error, our own error, natural disasters, or security breaches, whether accidental or willful, could harm our relationships with our customers and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their contracts/subscriptions, any of which could materially adversely affect our business.

Our current AI solution stack, as well as applications, features, and functionality that we may introduce in the future, may not be widely accepted by our customers or may receive negative attention or may require us to compensate or reimburse third parties, any of which may lower our margins and harm our business.

Our ability to engage, retain, and increase our base of customers and to increase our revenue will depend on our ability to successfully create new applications, features, and functionality, both independently and together with third parties. We may introduce significant changes to our existing Optimal Enterprise AI solution stack or develop and introduce new applications. These new applications and updates may fail to engage, retain, and increase our base of customers. New applications may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such applications to new and existing customers. The short- and long-term impact of any major change to Optimal Enterprise AI, or the introduction of new applications, is particularly difficult to predict. If new or enhanced applications fail to engage, retain, and increase our base of customers, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such applications, any of which may harm our business in the short term, long term, or both.

Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

We have sold and may sell to the government of Singapore, as well as foreign, governmental agency customers, as well as to customers in highly regulated industries such as financial services, telecommunications, and healthcare. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government contracting requirements may change and in doing so restrict our ability to sell into the government sector. Government demand and payment for our Optimal Enterprise AI are affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our Optimal Enterprise AI. 

Further, government and highly regulated entities may demand contract terms that differ from our standard arrangements and may be less favorable than terms agreed with private sector customers. Government entities and highly regulated organizations typically have longer implementation cycles, sometimes require acceptance provisions that can lead to a delay in revenue recognition, can have more complex IT and data environments, and may expect greater payment flexibility from vendors.

As a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to non-ordinary course audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue selling our products and services to our government customers. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, downward contract price adjustments or refund obligations, civil or criminal penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government would adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception and growth prospects.

Government and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. All these factors can add further risk to business conducted with these customers. If sales expected from a government entity or highly regulated organization for a particular quarter are not realized in that quarter or at all, our business, financial condition, results of operations, and growth prospects could be materially and adversely affected. 

If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, operating results and financial position could be adversely affected.

We actively monitor and manage our cash and cash equivalents so that sufficient liquidity is available to fund our operations and other corporate purposes. In the future, increased levels of liquidity may be required to adequately support our operations and initiatives and to mitigate the effects of business challenges or unforeseen circumstances. If we are unable to achieve and sustain such increased levels of liquidity, we may suffer adverse consequences including reduced investment in our Optimal Enterprise AI, difficulties in executing our business plan and fulfilling our obligations, and other operational challenges. Any of these developments could adversely affect our business, operating results and financial position. 

We may need additional capital and may sell additional Class A Ordinary Shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.

We may require additional cash resources due to changed business conditions or other future developments, 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 sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.

We may acquire other businesses or receive offers to be acquired, which could require significant management attention, disrupt our business or dilute stockholder value.

We have in the past made, and may in the future make, acquisitions of other companies, products, and technologies. We have limited experience in acquisitions. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by customers, developers, or investors. In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our company, the results of operations of the combined company could be adversely affected. Any integration process will require significant time and resources, require significant attention from management and disrupt the ordinary functioning of our business, and we may not be able to manage the process successfully, which could harm our business. In addition, we may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business.

 If we or our third-party service providers experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our AI solution, our AI solution may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, and we may incur significant liabilities.

While we and our third-party service providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in unauthorized disclosure, modification, misuse, unavailability, destruction, or loss of our or our customers’ data or other sensitive information. Any security breach of our AI solution, our applications, our operational systems, physical facilities, or the systems of our third-party partners, or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our partners to comply with applicable law or regulations could result in proceedings against us by governmental entities or others. 

Cyberattacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing) and other malicious internet-based activity are prevalent in our industry and our customers’ industries and continue to increase. In addition, we may experience attacks, unavailable systems, unauthorized access or disclosure due to employee or other theft or misuse, denial-of-service attacks, sophisticated attacks by nation-state and nation-state supported actors, and advanced persistent threat intrusions. We cannot guarantee that our security measures will be sufficient to protect against unauthorized access to or other compromise of the personal information and/or other confidential information of our partners, our customers and our customers’ end-users. The techniques used to sabotage, disrupt or to obtain unauthorized access to our AI solution, applications, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. The recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into our AI solution, applications, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure or data loss. Our AI solution, applications, systems, networks, and physical facilities could be breached or personal information could be otherwise compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our employees or our customers to disclose information or user names and/or passwords, or otherwise compromise the security of our AI solution, networks, systems and/or physical facilities. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, applications, systems, networks and/or physical facilities utilized by our vendors. We have previously been, and may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ data or to disrupt our operations or ability to provide our services. While we have been successful in preventing such unauthorized access and disruption in the past, we may not continue to be successful against these or other attacks in the future.

We have contractual and legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach involving customer or partner data on our systems or those of subcontractors processing customer or partner data on our behalf. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach that may cause us to breach customer contracts. Depending on the facts and circumstances of such an incident, these damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. Such an event also could harm our reputation and result in litigation against us. Any of these results could materially adversely affect our financial performance. Our agreements with certain customers may require us to use industry-standard, reasonable, or other specified measures to safeguard sensitive personal information or confidential information, and any actual or perceived breach of such measures may increase the likelihood and frequency of customer audits under our agreements, which is likely to increase the costs of doing business. An actual or perceived security breach could lead to claims by our customers, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts, which we have in certain agreements, would be enforceable or adequate or would otherwise protect us from liabilities or damages.

Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our AI solution, applications, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our AI solution capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or our AI solution, applications, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

If we fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more customers, or if we suffer a cyberattack that impacts our ability to operate Optimal Enterprise AI, we may suffer material damage to our reputation, business, financial condition, and results of operations. Further, our insurance coverage may not be adequate for data security, indemnification obligations, or other liabilities. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. Our risks are likely to increase as we continue to expand Optimal Enterprise AI, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.

We could suffer disruptions, outages, defects, and other performance and quality problems with Optimal Enterprise AI or with the public cloud and internet infrastructure on which it relies.

Our business depends on our Optimal Enterprise AI to be available without disruption. We may in the future experience, disruptions, outages, defects, and other performance and quality problems with Optimal Enterprise AI. We may also in the future experience, disruptions, outages, defects, and other performance and quality problems with the public cloud and internet infrastructure on which Optimal Enterprise AI rely. These problems can be caused by a variety of factors, including introductions of new functionality, vulnerabilities and defects in proprietary and open source software, human error or misconduct, capacity constraints, design limitations, as well as from internal and external security breaches, malware and viruses, ransomware, cyber events, denial or degradation of service attacks or other security-related incidents.

Further, if our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide Optimal Enterprise AI and could experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

Any disruptions, outages, defects, and other security performance and quality problems with Optimal Enterprise AI or with the public cloud and internet infrastructure on which it relies, or any material change in our contractual and other business relationships with our public cloud providers, could result in reduced use of Optimal Enterprise AI, increased expenses, including significant, unplanned capital investments and/or service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We may become subject to litigation, which could have a material adverse effect on our business, financial condition, and results of operations.

We may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having a material adverse effect on our business, financial condition, results of operations, cash flow, and per share trading price of our Class A Ordinary Shares. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and adversely impact our ability to attract directors and officers.

Our business could be disrupted by catastrophic events such as power disruptions, data security breaches, and terrorism.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, commerce, and the global economy, and thus could harm our business. In the event of a major earthquake, hurricane, fire, cyber-attack, war, terrorist attack, disease, such as COVID-19, power loss, telecommunications failure, or other catastrophic events, we may be unable to continue our operations, in part or in whole, and may endure reputational harm, breaches of data security, and loss of critical data, all of which could harm our business, results of operations, and financial condition. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster, such as fires, floods, severe weather, droughts, and travel-related health concerns including pandemics and epidemics. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, access to our platform could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solution to our customers and members would be impaired or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition, and results of operations would be harmed.

We have implemented a disaster recovery program that allows us to move website traffic to a backup data center in the event of a catastrophe. This allows us the ability to move traffic in the event of a problem, and the ability to recover in a short period of time. However, to the extent our disaster recovery program does not effectively support the movement of traffic in a timely or complete manner in the event of a catastrophe, our business and results of operations may be harmed.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, financial condition, and results of operations that may result from interruptions in access to our platform as a result of system failures.

As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor, and manage all the risks our business encounters. If our policies and procedures are not fully effective or we are not successful in identifying and mitigating all risks to which we are or may be exposed, we may suffer uninsured liability, harm to our reputation, or be subject to litigation or regulatory actions that could adversely affect our business, financial condition, or results of operations.

Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition, and results of operations.

Our commercial success depends on our ability to develop and commercialize our services and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. We are not currently subject to any material claims from third parties asserting infringement of their intellectual property rights.

Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. Whether merited or not, we may in the future face allegations that we, our partners, our licensees, or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our Class A Ordinary Shares. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore have a material adverse effect on our business, financial condition, and results of operations.

Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties. It may be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. In some cases, rather than licensing third party content, we rely on the doctrine of fair use as we incorporate excerpts of third party content in a curated content feed for our users, and we may face allegations that such use of third party content does not qualify to be treated as a fair use. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, divert management’s attention and financial resources, and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our solutions or technology, obtain licenses, modify our services and technology while we develop non-infringing substitutes or incur substantial damages, settlement costs or face a temporary or permanent injunction prohibiting us from marketing or providing the affected solutions and services. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties, upfront fees, or grant cross-licenses to intellectual property rights for our solutions and services. We may also have to redesign our solutions or services so they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology and solutions may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology, license the technology on reasonable terms, or obtain similar technology from another source, our revenue and earnings could be adversely impacted.

In addition, because patent applications can take years to issue and are often afforded confidentiality for some period of time there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more of our solutions.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology in part by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees. We also enter into confidentiality and invention or patent assignment agreements with our employees. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information, including our technology and processes. Despite these efforts, no assurance can be given that the confidentiality agreements we enter into will be effective in controlling access to such proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade secrets, and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, trade secrets, or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing the same or similar technologies and processes, which may allow them to provide a service similar or superior to ours, which could harm our competitive position.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could harm our competitive position, business, financial condition, results of operations, and prospects.

Our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

Our solutions include software covered by open source licenses. There is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide non-infringement warranties or warranties related to the performance or suitability of the software. Many of the risks associated with usage of open source software cannot be eliminated and could adversely affect our business.

We may be affected by terrorist attacks, natural disasters, outbreaks of communicable diseases and other events beyond our control.

Our business may be adversely affected by instability, disruption or destruction in a 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 (including the COVID-19 pandemic). Such events may have an adverse impact on our business, as well as give rise to sudden significant changes in regional and global economic conditions and cycles. The consequences of any such terrorist attacks, natural disasters or other events beyond our control are unpredictable, and we are not able to foresee events of such nature, which could cause interruptions to parts of our businesses and have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Additionally, an outbreak of Zika, SARS, avian influenza, Influenza A (H1N1) and/or other communicable diseases, if uncontrolled, could affect our operations, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

Further, in the event that our employees and/or employees of our suppliers are infected or suspected of being infected with any communicable disease, we and/or our suppliers may be required by health authorities to temporarily shut down the affected premises or offices and quarantine the relevant employees to prevent the spread of the disease.

In addition, our revenue and profitability may be materially affected if any health epidemic or virus outbreak affects the overall economic and market conditions in Singapore. Failure to meet our customers’ expectations could damage our sales and reputation, and may, as a result, lead to loss of business and affect our ability to attract new business. The occurrence of a catastrophic event could have a material effect on our business, prospects, financial condition and results of operations.

The wars in Ukraine and in the Middle East may materially and adversely affect our business and results of operations.

The outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business. As of the date of this prospectus, to the best knowledge of the Company, we (i) do not have any direct business or contracts with any Russian or Ukraine entity as a supplier or customer, (ii) do not have any knowledge whether any our customers or suppliers have any direct business or contracts with any Russian entity, (iii) our business segments, products, lines of service, projects, or operations are not materially impacted by supply chain disruptions by the war in Ukraine, and (iv) have not been financially affected by the war in Ukraine. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations, and prospects.

We do not anticipate any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine, and we have not taken any actions to mitigate such potential risks. Our board of directors will continue to monitor any potential risks that might arise due to the war in Ukraine which are specific to the Company, including but not limited to risks related to cybersecurity, sanctions, and supply chain, suppliers, or service providers in affected regions as well as risks connected with ongoing or halted operations or investments in affected regions.

Similarly, the war in Gaza is unpredictable and may expand into a regional or even possibly a global conflict. To date, this newest chapter in the long Middle East conflict has not resulted in any material adverse impact on the Company, but a prolonged conflict and/or significant escalation of hostilities would likely cause disruption in international relations and global trade, which in turn would likely adversely affect our business and the price of our Shares.

Risks Related to our Corporate Structure

Our partial ownership of our primary operating subsidiary and the influence of its minority shareholders may limit our ability to control its operations.

The Company holds a 51% ownership interest in Hiverlab Singapore, its primary operating subsidiary, which grants it majority voting rights and operational control. However, the Company faces certain risks related to its minority shareholders and governance structure that could impact its ability to exercise full control over Hiverlab Singapore’s operations and strategic direction.

The presence of minority shareholders, who collectively own 49% of Hiverlab Singapore, may result in potential challenges in achieving consensus on key corporate decisions, particularly in situations where their interests diverge from those of the Company. While the Company retains majority voting rights, the need for cooperation with minority shareholders on significant matters could delay decision-making or lead to disagreements that may affect the subsidiary’s operations and strategic objectives.

Two of Hiverlab Singapore’s minority shareholders, Mr. Jiang Shutao, the Chief Executive Officer of Hiverlab Singapore, and Ms. Yuan Yi, the Chief Operating Officer of Hiverlab Singapore, are affiliates of the Company due to their management roles. Their dual roles as both minority shareholders and members of Hiverlab Singapore’s leadership could create potential conflicts of interest or situations where their personal shareholder interests differ from the Company’s broader strategic objectives. This influence could impact Hiverlab Singapore’s governance, operational decisions, and alignment with the Company’s overall goals.

Despite its majority ownership, the Company may face limitations in enforcing decisions or implementing changes at Hiverlab Singapore. Certain operational or strategic decisions may require cooperation from minority shareholders or management, and any resistance or misalignment could hinder the Company’s ability to execute its strategic plans efficiently. This risk is heightened given Hiverlab Singapore’s lean workforce and reliance on key individuals for day-to-day operations.

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 including the election of directors, amendment of memorandum and articles of association and approval of major corporate transactions, 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. Lai Kee Chwee, our Chief Executive Officer, director and Controlling Shareholder, will beneficially own approximately 36.93% of our outstanding Ordinary Shares representing 68.51% of the total voting power 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 they 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.

Our Controlling Shareholder currently owns an aggregate of 42% of our outstanding Ordinary Shares representing 72.09% of the total voting power, and approximately 36.98% of our outstanding Ordinary Shares representing approximately 68.55% of the total voting power immediately after the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. Our corporate actions will be substantially controlled by our Controlling Shareholder, who will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your shares and materially reduce the value of your investment.

Currently, Mr. Lai Kee Chwee, our Chief Executive Officer and director, beneficially owns an aggregate of approximately 42.00% of our outstanding Ordinary Shares representing approximately 72.90% of the total voting power of our outstanding Ordinary Shares. Upon the completion of this offering, we will be a “controlled company” as defined under the NYSE Company Guide because after the offering, our Controlling Shareholder will beneficially own 36.98% of our ordinary shares issued and outstanding, and 68.55% of our aggregate voting power, assuming the underwriters do not exercise their over-allotment option. 

As a result, Mr. Lai Kee Chwee will have the ability to control or exert significant influence over important corporate matters and investors may be prevented from influencing important corporate matters involving our company that require approval of shareholders, including:

These actions may be taken even if they are opposed by our other shareholders, including the holders of the Class A Ordinary Shares. Without the consent of our Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of these beneficial owners may differ from the interests of our other shareholders. Furthermore, this concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reduce the price of the shares. As a result of the foregoing, the value of your investment could be materially reduced. For more information regarding our beneficial owners and their affiliated entities, see “Principal Shareholders.”

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

We are an exempted company incorporated under the laws of Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association (as may be amended from time to time), the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the 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 precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

We have been advised by our Cayman Islands legal counsel, Harney Westwood & Riegels Singapore LLP , that there is uncertainty as to whether the courts of the Cayman Islands would:

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

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

Shareholders of exempted companies incorporated under the laws of the Cayman Islands like us have no general rights under Cayman Islands law to inspect corporate records (other than memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our memorandum and articles of association (as may be amended from time to time) to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder 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 practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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

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

We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially most of our current operations are conducted in Singapore. In addition, our current officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and other countries other than the United States may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

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 this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this Offering, there was no public market for our Class A Ordinary Shares. Although we applied to have our Class A Ordinary Shares listed on the NYSE American, we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this Offering, the market price of our Ordinary Shares may decline and the liquidity of our Class A Ordinary Shares may decrease significantly.

The IPO price for our Class A Ordinary Shares will be determined by negotiation between us and the underwriters and may vary from the market price of our Class A Ordinary Shares following our IPO. We cannot assure you the price at which the Class A Ordinary Shares are traded after this Offering will not decline below the IPO price. If you purchase our Class A Ordinary Shares in our IPO, you may not be able to resell those shares at or above the IPO price. We cannot assure you that the IPO price of our Class A Ordinary Shares, or the market price following our IPO, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our IPO. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares due to insufficient or a lack of market liquidity of our Class A Ordinary Shares.

The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who held our Class B Ordinary Shares prior to this offering. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.

Each Class B Ordinary Share has twenty (20) votes per share, and our Class A Ordinary Shares, which we are selling in this offering, have one vote per share. Following this offering, our major shareholders, which together hold 100% of our issued and outstanding Class B Ordinary Shares, will own shares representing approximately 68.55% of the voting power of our outstanding Ordinary Shares following this offering. In addition, because of the twenty-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our Ordinary Shares and therefore control all matters submitted to our shareholders for approval until converted by the holders of our Class B Ordinary Shares. This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of our Class A Ordinary Shares. 

Future transfers by holders of Class B Ordinary Shares will generally result in those shares converting to Class A Ordinary Shares, subject to limited exceptions as specified in our amended and restated memorandum and articles of association, such as transfers to family members and certain transfers effected for estate planning purposes. The conversion of Class B Ordinary Shares to Class A Ordinary Shares will have the effect, over time, of increasing the relative voting power of those holders of Class B Ordinary Shares who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B Ordinary Shares could gain significant voting control as other holders of Class B Ordinary Shares sell or otherwise convert their shares into Class A Ordinary Shares.

We cannot predict the effect that 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.

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

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

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

Our management and our auditor have identified the following material weaknesses in our internal controls over financial reporting: (a) limited technical accounting expertise: the Company’s finance team has limited experience in addressing certain complex U.S. GAAP accounting matters and in preparing and reviewing consolidated financial statements in compliance with SEC reporting requirements; and (b) insufficient segregation of duties and review processes: the financial reporting process lacks a structured segregation of responsibilities between preparation, review, and approval, which has limited the effectiveness of oversight over the financial close and consolidation process. 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) engaging qualified professionals with U.S. GAAP and SEC reporting expertise to enhance technical capabilities and establish a more robust financial reporting and system control framework; (ii) enhancing oversight procedures and implementing a clear review and approval structure to improve segregation of duties in the financial close process; and (iii) providing regular U.S. GAAP training for finance personnel to improve accounting knowledge and keep staff updated with evolving standards. However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting. Our failure to correct these control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Furthermore, it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional material weaknesses and deficiencies. Upon completing this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management’s assessment on our internal control over financial reporting in our annual report on Form 20-F, beginning with our annual report for the fiscal year ending December 31, 2026. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective.

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

The trading price of our Class A Ordinary Shares is likely to be volatile and could fluctuate due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Singapore. The securities of some of these companies have experienced significant volatility since their IPOs, including, in some cases, substantial price declines in the trading price of their securities. The trading performances of other Singapore companies’ securities after their offerings may affect the attitudes of investors towards Singapore-based, U.S.-listed companies, which consequently may affect the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Singapore companies may also negatively affect the attitudes of investors towards Singapore companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares.

In addition to the above factors, the price and trading volume of our Class A Ordinary Shares may be highly volatile due to multiple factors, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will be traded.

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

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

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

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

Assuming our Class A Ordinary Shares begin trading on the NYSE American, our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

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

The trading market for our Class A Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our Class A Ordinary Shares or publish inaccurate or unfavorable research about our business, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Class A Ordinary Shares to decline.

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect the market price of our Class A Ordinary Shares.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this Offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. As of the date of this prospectus, an aggregate of 19,975,000 Class A Ordinary Shares and 1,275,000 Class B Ordinary Shares are outstanding, and 22,890,380 Class A Ordinary Shares and 1,275,000 Class B Ordinary Shares will be outstanding immediately after the consummation of this Offering, assuming no exercise of the underwriter’s over-allotment option, or 23,265,380 Class A Ordinary Shares and 1,275,000Class B Ordinary Shares if the underwriter exercises its over-allotment option in full. Sales of these Class A Ordinary Shares into the market could cause the market price of our Class A Ordinary Shares to decline.

You must rely on price appreciation of our Class A Ordinary Shares for return on your investment because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our Board.

Our Board has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our Board. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial conditions, contractual restrictions and other factors deemed relevant by our Board. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. Please refer to the section titled “Dividend Policy” section for more information.

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

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

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

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

We will be a “controlled company” as defined under the NYSE American Company Guide because our Controlling Shareholder will hold 33.42% of our outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares, which represents approximately 68.51% of the total voting power (or approximately 67.98% of the total voting power if the underwriter’s option to purchase additional shares is exercised in full).

Under the NYSE American Company Guide, a company of which more than 50% of the voting power with respect to the election of directors is held by an individual, a company or a group of persons acting together is a “controlled company” and may elect not to comply with certain stock exchange rules regarding corporate governance, including the following requirements:

If we elect to be treated as a controlled company and use these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of NYSE American rules regarding corporate governance, which could make our Class A Ordinary Shares less attractive to investors or otherwise harm our stock price.

As a company incorporated in Cayman Islands, we are permitted to adopt certain Cayman Islands’ practices in relation to corporate governance matters that differ significantly from the NYSE American listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE American listing standards.

As a foreign private issuer, we are subject to the NYSE American listing standards. However, the NYSE American Company Guide permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE American listing standards. We may to rely on certain home country practices with respect to our corporate governance after we complete this Offering. If we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the NYSE American listing standards applicable to U.S. domestic issuers.

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

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, including goodwill and (taking into account the expected proceeds from this Offering) the value of the assets held by our strategic investment business, the expected proceeds from this Offering as well as projections as to the market price of our Class A Ordinary Shares immediately following the completion of this Offering, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there is no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of our Class A Ordinary Shares and on the receipt of distributions on our Class A Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares.

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

Upon completion of this Offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the NYSE American detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups (“JOBS”) Act. 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 of the Sarbanes-Oxley Act of 2012 relating to internal controls over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costlier. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. 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 remain an emerging growth company until the earliest of (i) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter, (ii) the end of the fiscal year during which we have total annual gross revenues of US$1.235 billion or more, (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt, or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this Offering.

You should read the entire prospectus carefully and we strongly caution you not to place any reliance on any information contained in press articles or other media regarding us and the listing.

We wish to emphasize to prospective investors that we do not accept any responsibility for the accuracy or completeness of the information contained in any press articles or other media coverage regarding us or the offering, and such information that was not sourced from or authorized by us. We make no representation to the appropriateness, accuracy, completeness or reliability of any information contained in any press articles or other media coverage about our business or financial projections, share valuation or other information. Accordingly, prospective investors should not rely on any such information and should rely only on information included in this prospectus in making any decision as to whether to invest in our Class A Ordinary Shares.

Risks Related to Doing Business in Certain Countries and Regions

Our operating subsidiary Hiverlab Singapore is subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

As our operating subsidiary, Hiverlab Singapore, is a company incorporated under the laws of the Republic of Singapore, we are required to comply with the laws of Singapore, certain of which are capable of extraterritorial application, as well as constitutions of our Singapore operating subsidiaries. In particular, Hiverlab Singapore is required to comply with certain provisions of the Securities and Futures Act 2001, of Singapore (the “Singapore Securities and Futures Act”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

Our failure to obtain, maintain or renew licenses, approvals, permits, registrations, or filings necessary to conduct our operations could have a material adverse impact on our business, financial condition, and results of operations.

Regulatory authorities in various jurisdictions oversee different aspects of our business operations. We are required to obtain a number of licenses, approvals, permits, registrations, and filings and are subject to certain reporting obligations required for maintaining our subsidiary and personnel in such jurisdictions. We cannot assure you that we have obtained all of these licenses, approvals, permits, registrations, and filings or will continue to maintain or renew all of them or that we have complied with these requirements in full. If we fail to obtain necessary authorizations, we may be subject to various penalties, such as confiscation of illegal revenues, fines and discontinuation or restriction of business operations, which may materially and adversely affect our business, financial condition, and results of operations. In addition, there can be no assurance that we will be able to maintain our existing licenses, approvals, registrations or permits in the relevant jurisdictions, renew any of them when their current term expires, or update existing licenses or obtain additional licenses, approvals, permits, registrations, or filings necessary for our business expansion from time to time. If we fail to do so, our business, financial conditions and operational results may be materially and adversely affected.

Changes in the political, economic or social conditions or government policies in Vietnam and Southeast Asia could materially and adversely affect our business and operations.

Our operations, results of operations and prospects will be influenced to a significant degree by political, economic, regulatory and social conditions in Vietnam and Southeast Asia.

The Vietnamese and Southeast Asian economies differ from developed markets in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and regulation of industry. Risks related to the economic, political and social conditions in Vietnam and Southeast Asia include:

As a result, future political, economic and social conditions in Vietnam and Southeast Asia; unforeseen events, as well as certain actions and policies that the Vietnamese government or governments throughout Southeast Asia may or may not take or adopt; and political turmoil or shifts in staff and regulators in Vietnamese or Southeast Asian authorities which create uncertainties, could materially and adversely affect our business, financial condition and results of operations.

Emerging markets such as Vietnam and the other countries in which we operate are subject to greater risks than more developed markets, and financial turmoil in any emerging market could disrupt our business, as well as cause the price of the Class A ordinary shares to fall.

Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors should also note that emerging markets such as Vietnam are subject to rapid change and that the information set out herein may become outdated relatively quickly. Moreover, financial turmoil in any emerging market country tends to adversely affect other emerging market countries. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Vietnam and adversely affect the Vietnamese economy and our business. In addition, during such times, emerging market companies can face severe liquidity constraints as foreign funding sources are withdrawn. Thus, even if the Vietnamese economy remains relatively stable, financial turmoil in any emerging market country could seriously disrupt our business, as well as result in a decrease in the price of the Class A ordinary shares.

Inherent uncertainties in the legal systems in Vietnam could adversely affect us.

When compared to many developed economies, the legal systems in Vietnam, Southeast Asia and the other markets in which we may operate are not be as developed nor provide as robust protections to private businesses. The laws and regulatory apparatus affecting these economies are evolving with continuing improvements and increasing transparency but are still not as well established as the laws and regulatory apparatus of regions such as the United States. Policy changes and interpretations of applicable laws may produce unexpected consequences, which could have an adverse effect on domestic business operators. For example, although in recent years the legal system in Vietnam has been moving towards increasingly sophisticated, transparent access for investors, uncertainties and limitations still exist in relation to the interpretation and enforcement of laws like Vietnam’s Civil Code, Commercial Law, Vietnam’s Law on Investment and Vietnam’s Law on Enterprises, which impact related regulations and accordingly business activities, corporate government and shareholders’ rights. Authorities in Vietnam and in some of our other markets retain considerable discretion in how their laws are enforced, and enforcement can be unpredictable and inconsistent. Even if we believe that we have complied with a law, rule or regulation as generally understood in Vietnam and/or in accordance with the advice of legal counsel, there is no guarantee that the relevant regulators will agree that we have complied, in particular on matters that allow for subjectivity or interpretation. Moreover, as the industries in which we operate are relatively new in Vietnam, legislative intent and interpretation regarding new concepts and technologies might conflict, be unclear and evolving. As the legal systems in these jurisdictions develop, inconsistencies and uncertainties in their laws and regulations are likely to be addressed as new laws are interpreted and refined and older laws are repealed or updated. We cannot assure you when the legal system in Vietnam and Southeast Asia will obtain the level of certainty and predictability of other jurisdictions with more developed legal systems.

An adverse determination by tax authorities on the tax positions we will take in connection with part or all of the reorganization and other transactions could expose us to additional tax liabilities.

We exercise significant judgment in determining our provision for taxes and there may be transactions and calculations where the proper tax treatment is uncertain. Our determinations are not binding on the applicable taxing authorities, including the Ministry of Finance and its General Department of Taxation in Vietnam. There are often transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities in Vietnam. Although we believe our tax estimates are reasonable, the final determination in a tax audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes in such circumstances could result in a material adverse effect on our tax provisions, net income or cash flows in the period or periods for which that determination is made.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately US$9,212,812, or approximately US$10,765,275 if the Underwriter exercises its option to purchase additional Class A Ordinary Shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.  These estimates are based upon an assumed initial Offer Price of $4.50 per share, the mid-point of the estimated range of the initial public Offer Price shown on the front cover of this prospectus.

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

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

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

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

DIVIDEND POLICY

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

CAPITALIZATION

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

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

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

DILUTION

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

Our net tangible liabilities book value was approximately $47,419 , or approximately $0.002 per share, as of June 30, 2025 . Our net tangible book value represents the amount of our total consolidated tangible assets (which is calculated by subtracting intangible assets from our total consolidated assets), less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per share after giving effect to this offering.

After giving effect to the issuance and sale of 2,500,000 Class A Ordinary Shares in this Offering at an assumed initial public Offer Price of $4.50 per share (which is the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus), and after deducting underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2025 would have been approximately $9,415,297 or approximately $0.4 per share. This represents an immediate increase in net tangible book value of $0.4 to existing shareholders and an immediate dilution in net tangible book value of $4.10 per share to investors purchasing Class A Ordinary Shares in this Offering. The following table illustrates such dilution:

If the underwriters exercise their over-allotment option in full, the pro forma net tangible book value per share of our share, as adjusted to give effect to this offering, would be $0.39 per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares in this offering would be $4.11 per share.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2025, the total number of Class A Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an assumed initial public Offer Price of $4.50 per share (which is the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus), for Class A Ordinary Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated Offering expenses payable by us.

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

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a digital transformation provider and technology aggregator specializing in AI-focused and AI-driven solutions, operating primarily under our brand name “Hiverlab” through our Singapore subsidiary, Hiverlab Singapore, and its subsidiary, Hiverlab Vietnam. Headquartered in Singapore, we are a key player in Southeast Asia’s immersive spatial intelligence landscape, serving some of the world’s largest enterprises across the banking, financial services, insurance, logistics and facility management, and healthcare segments. Since the inception of Hiverlab Singapore in 2014, we have empowered organizations in Southeast Asia and Middle East to achieve innovation and modernization through our comprehensive suite of technologies, including Digital Twins, Extended Reality (“XR”), Augmented Reality (“AR”), Virtual Reality (“VR”), and Generative AI (“GenAI”) chatbots.

All our clients are located in Southeast Asia and the Middle East. For the fiscal year ended December 31, 2023 and 2024, our revenues were S$1,119,779 and S$ 1,631,566 (US$1,194,236) respectively. We currently generate most of our revenues from configuration services, which represented 84.46% and 71.01% of total revenue in the fiscal year ended December 31, 2023 and 2024 respectively. For our configuration services, the Company designs software based on clients’ specific needs which require the Company to perform services including design, development, A.I. analytics, and integration, based on the components of Optimal Enterprise AI suite of offerings. These services also require significant customization.

The hardware sales and rental service revenue amounted to S$113,901 and S$338,020 (US$247,416) represented 10.17% and 20.72% of our revenue in fiscal years ended December 31, 2023 and 2024, respectively. The maintenance services amounted to S$33,753 and S$71,183 (US$52,103), represented 3.01% and 4.36% of our revenue in fiscal years ended December 31, 2023 and 2024. The license subscription revenue amounted to S$ 26,308 and S$ 63,847 (US$46,733), representing 2.35% and 3.91% of revenue in fiscal years ended December 31, 2023 and 2024.

Key Factors that Affect Results of Operations

Our results of operations have been and will continue to be affected by various factors, including those set out below:

Our ability to retain existing and acquire new customers

Our ability to retain existing customers and acquire new customers is a key driver of our revenue growth and overall financial performance. Customer retention contributes to the stability and predictability of our revenue streams, enhances operating leverage through increased adoption of our platforms and services, and strengthens long-term customer relationships. A decline in customer retention or satisfaction may result in increased churn, reduced usage of our solutions, and adverse impacts on our results of operations. In parallel, our ability to acquire new customers depends on market awareness, the effectiveness of our sales and marketing strategies, the competitiveness of our product offerings, and our ability to address the evolving needs of prospective clients across industries and geographies.

We depend on our key management team and our experienced and skilled personnel and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements. 

We depend on our key management team and our experienced and skilled personnel and our business may be severely disrupted if we are unable to maintain technological leadership and respond to the evolving demands of our customers and target markets. As a company operating in a rapidly developing sector involving artificial intelligence, spatial computing, and immersive technologies, our Chief Technological Officer, tech advisor and his technology team are essential to support innovation, enhance the functionality and scalability of our platforms, and develop new product offerings. The Company has to continue the hiring and retention of specialized technical talent, acquisition of advanced software and hardware infrastructure, and ongoing development of proprietary algorithms and systems. Our performance depends on the continued service and performance of our technology team because they play an important role in guiding the implementation of our business strategies and future plans. The relationships that our experienced management team has developed with our customers over the years are important to the future development of our business. If any of our Chief Technological Officer or either of our key employees from the technology team were to terminate their services or employment, there is no assurance that we would be able to find suitable replacements in a timely manner. The loss of services of either of these key personnel and/or the inability to identify, hire, train and retain other qualified engineering, technical and operations personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.

We may be unable to meet the specifications of our customers or keep up with fast-changing technological developments.

The needs of our customers may change as a result of new developments in technology. Our future success depends on our ability to launch better cleaning systems that meet evolving market demands of our customers, and in particular, new cleaning systems that are compatible with new products sold by our customers. The preferences and purchasing patterns of our customers can change rapidly due to technological developments in their respective industries. There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our products to the requirements and specifications of our customers. There is also no assurance that we will be able to sufficiently and promptly respond to changes in customer preferences to make corresponding adjustments to our products or services, and failing to do so may have a material and adverse effect on our business, financial condition, results of operations and prospects.

Strategic acquisitions and investments

We may selectively pursue acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. The business or financial performance of the companies in which we have invested as well as our ability to successfully integrate these investments with our existing business would impact our results of operations and financial conditions.

Key Performance Indicators

Management evaluates the performance of the Company and its subsidiaries using a combination of financial and operational key performance indicators (“KPIs”). These KPIs are reviewed together with the Company’s consolidated financial results and are used to assess operating performance, monitor business trends, allocate resources and support strategic decision-making. Management believes that these KPIs provide useful supplemental information to investors by helping them better understand the drivers of the Company’s performance and operating results.

For Optimal AI:

Revenue Growth Rate

Management tracks revenue growth rate, both overall and by business segment, to measure the scalability of operations and the ability to expand revenue streams.

Gross Margin Percentage

Gross Margin Percentage is a key indicator of the Company’s efficiency, particularly in balancing software-driven and services-driven revenue. This metric reflects the profitability of the Company’s offerings and its ability to optimize the cost structure as revenue scales.

Operating Cash Flow

Operating cash flow is monitored to evaluate the sustainability of the Company’s operations. It ensures that the Company generates sufficient cash to fund ongoing operations and future growth initiatives.

For Hiverlab Singapore and its subsidiaries:

Number of Projects Completed

For our primary operating subsidiary Hiverlab Singapore and its subsidiaries, which focus on immersive technology and enterprise AI solutions, the number of projects completed is an important metric that reflects operational throughput and customer engagement.

Active Platform Users and Licenses Issued

The adoption and usage of proprietary platforms and subscription-based services are measured through the number of active platform users and licenses issued. This metric signifies the success of the Company’s SaaS-based business model.

Project Delivery Timeliness and Customer Satisfaction Scores

Management monitors project delivery timeliness and customer satisfaction scores to ensure high-quality execution and maintain strong client relationships. These metrics help track the Company’s ability to meet customer expectations and deliver value.

Employee Utilization Rate

The efficiency of project teams and development staff is assessed using the employee utilization rate, which measures how effectively resources are allocated across active projects and development efforts.

Recurring Revenue Share

Recurring revenue share, defined as the percentage of total revenue derived from SaaS and maintenance contracts, is a critical metric for evaluating the stability and predictability of revenue streams.

The KPIs presented below are prepared on a consistent basis across periods. Certain KPIs may not be directly comparable to similarly titled measures used by other companies, as definitions and calculation methodologies may differ. The Company’s operations during the periods presented were primarily conducted through Hiverlab Singapore and its subsidiaries, and accordingly, trends in consolidated KPIs generally reflect the performance of those entities.

Fiscal Years Ended December 31, 2023 and 2024

Key Performance Indicators

Discussion and Analysis:

Revenue Growth Rate

The consolidated revenue growth rate improved to 45.7% in fiscal year 2024 from a decline of 15.5% in fiscal year 2023. This improvement is consistent with the Company’s MD&A discussion regarding increased project execution and higher contributions from operating revenue streams following the completion and delivery of projects during fiscal year 2024. The fluctuation between periods reflects the project-based nature of the Company’s business and the timing of project completion and revenue recognition.

Gross Margin Percentage

Gross margin percentage increased to 47.5% in fiscal year 2024 compared to 24.4% in fiscal year 2023. The improvement reflects higher revenue scale combined with relatively stable cost of revenues.

Operating Cash Flow

Net cash provided by operating activities of SGD 54,466 in fiscal year 2023 shifted to net cash used in operating activities of SGD (245,351) in fiscal year 2024. This change is consistent with the operating cash flow movements disclosed in the consolidated statements of cash flows and primarily reflects working capital movements and the timing of cash receipts and payments associated with project execution.

Operational Metrics

The number of projects completed decreased from 17 in fiscal year 2023 to 14 in fiscal year 2024. Despite the decrease in completed projects, operational quality remained stable, with 100% on-time delivery and customer satisfaction scores remaining unchanged at 4.8 out of 5. Active platform users increased from 406 to 588, and licenses issued increased from 4 to 6, indicating continued adoption of the Company’s platform-based solutions. Employee utilization improved to 73.7% from 69.6%, reflecting more efficient allocation of delivery resources.

Recurring Revenue Share

Recurring revenue share increased to 8.3% in fiscal year 2024 from 5.4% in fiscal year 2023. This increase is consistent with the growth in maintenance services and license subscription revenues discussed elsewhere in the MD&A and reflects management’s continued focus on increasing the proportion of recurring and predictable revenue streams.

Six Months Ended June 30, 2024 and 2025 (Unaudited)

Key Performance Indicators

Discussion and Analysis

Revenue Growth Rate

The consolidated revenue growth rate declined to (67.0)% for the six months ended June 30, 2025 compared to 10.6% for the six months ended June 30, 2024. This decline is consistent with the MD&A discussion that revenue recognition is highly dependent on the timing of project completion, with a number of projects scheduled for completion in the second half of the fiscal year, resulting in lower revenue recognition during the first half of 2025.

Gross Margin Percentage

Gross margin percentage increased slightly to 43.2% for the six months ended June 30, 2025 from 42.0% in the comparable prior-year period. The increase reflects higher revenue levels during the period while certain costs remained relatively fixed, consistent with the cost structure and margin dynamics discussed in the MD&A and reflected in the interim financial statements.

Operating Cash Flow.

Net cash used in operating activities increased to SGD (199,702) for the six months ended June 30, 2025 from SGD (151,254) for the six months ended June 30, 2024. This change is consistent with the operating cash flow trends disclosed in the interim consolidated financial statements and reflects the timing of operating expenditures relative to cash receipts during the period.

Operational Metrics.

Projects completed declined from 14 to 9 during the interim periods, consistent with the lower level of revenue recognition in the first half of 2025. Despite this decline, operational execution remained stable, with on-time project delivery at 100% and customer satisfaction scores unchanged at 4.8 out of 5. Active platform users increased from 588 to 718, reflecting continued platform adoption, while licenses issued decreased from 6 to 3, primarily reflecting timing of contract signings and renewals. Employee utilization increased modestly to 75.0%, indicating continued efficient deployment of delivery resources.

Recurring Revenue Share.

Recurring revenue share increased to 18.5% for the six months ended June 30, 2025 from 6.1% in the comparable prior-year period. This increase was primarily attributable to relatively stable maintenance and subscription revenue combined with lower total revenue during the period, consistent with the MD&A discussion regarding maintenance income generated from projects completed in prior periods.

Results of Operations

Year ended December 31, 2023 compared to year ended December 31, 2024

The following table sets forth a summary of the consolidated results of operations of us for the years indicated, both in absolute amount and as a percentage of our total revenues.

Operating Revenues

Our total operating revenues increased by 45.7% to S$1,631,566 (US$1,194,236) for the year ended December 31, 2024, from S$1,119,779 for the year ended December 31, 2023. The majority of our revenues were generated from the configuration services for the year ended December 31, 2023 and 2024, respectively. The overall increase in revenue across all service categories was primarily driven by enhanced marketing initiatives undertaken by our sales and marketing team, which successfully attracted new customers and encouraged existing clients to engage in system upgrades and subscribe to additional services.

The Company has empowered organizations to achieve innovation and modernization through our comprehensive suite of technologies, including Digital Twins, Extended Reality (“XR”), Augmented Reality (“AR”), Virtual Reality (“VR”), and Generative AI (“GenAI”) chatbots. It currently generates most of the revenues from configuration services, which represented 84.46% and 71.01% of total revenue in the fiscal year ended December 31, 2023 and 2024 respectively. And the hardware sales and rental service revenue amounted to S$113,901 and S$338,020 (US$247,416) represented 10.17% and 20.72% of the revenue in fiscal years ended December 31, 2023 and 2024, respectively. The overall increase in revenue across all service categories was primarily driven by enhanced marketing initiatives undertaken by our sales and marketing team, which successfully attracted new customers and encouraged existing clients to engage in system upgrades and subscribe to additional services.

The following table sets forth the geographic distribution of our revenues by the geographical locations of customers for the respective years indicated:

Cost of revenues

Cost of revenues increased slightly by 1.0% to S$855,777 (US$626,392) for the year ended December 31, 2024, from S$846,942 in the year ended December 31, 2023. The cost of revenues primarily comprises personnel expenses (including salaries and benefits) related to software development and subscription services, as well as costs associated with maintaining software applications, procuring hardware equipment, and logistics for hardware delivery. Despite the increase in revenue, the cost of revenues remained relatively stable year-over-year. This stability is attributed to improved staff efficiency during 2024. With the core software modules already developed, less time and resources were required to configure and implement solutions for new customers, leading to greater operational efficiency in project execution 

Gross profit and gross margin

Gross profit saw an increase of 184.3%, rising to S$775,789 (US$567,844) for the year ended December 31, 2024, compared to S$272,837 for the year ended December 31, 2023. Concurrently, the gross profit margin improved significantly to 47.5% from 24.4% over the same period. This substantial increase was primarily driven by higher revenue contributions from configuration services and hardware sales, coupled with improved operational efficiency. The development of core software modules reduced the time and resources required for new customer deployments, resulting in lower incremental costs. Additionally, staff productivity improvements and economies of scale in hardware procurement helped contain cost of revenues, contributing to stronger gross profitability.

Selling and marketing expenses

Selling and marketing expenses experienced a substantial increase of 18.6%, rising to S$380,714 (US$278,666) for the year ended December 31, 2024, from S$321,023 for the year ended December 31, 2023. Selling and marketing expenses consist of advertising and marketing material expenses and staff salary in the sales and marketing department. The increase was primarily due to the expansion of the sales and marketing team, as additional personnel were hired to support business growth initiatives. These newly added team members demonstrated strong performance and efficiency, contributing significantly to the company’s increased revenue through successful customer acquisition and retention efforts.

General and administrative expenses

General and administrative expenses increased by 51.9% to S$465,029 (US$340,381) for the year ended December 31, 2024, compared to S$306,172 for the year ended December 31, 2023. General and administrative expenses primarily consist of payroll and welfare costs for administrative staff and management, office-related expenses, travel expenses, professional service fees, entertainment costs, depreciation and amortization, bad debt write-offs, and other general overheads. The increase was mainly attributable to an ad hoc write-off of allowance for credit losses S$119,339 (US$87,351) and allowance for expected credit loss of S$42,782 (US$31,315) during the year, which significantly impacted the total. Excluding this item, most other administrative expenses saw a reduction, reflecting the company’s cost management efforts. 

Interest expenses

Interest expenses decreased slightly by 0.9% to S$16,929 (US$12,391) for the year ended December 31, 2024, from S$17,087 for the year ended December 31, 2023. Interest expenses primarily represent interest incurred on bank borrowings. The expense remained relatively consistent year-over-year, with the slight decrease attributed to a reduction in the outstanding loan principal, resulting in a lower interest basis during the year. 

Other income, net

Other income decreased by 40.1% to S$61,865 (US$45,283) for the year ended December 31, 2024, from S$103,345 for the year ended December 31, 2023. The sharp decrease was primarily due to the cessation of government grants and post-COVID-19 subsidy programs that were last received in 2023. These grants, which supported business continuity and recovery efforts during the pandemic period, were no longer available in 2024, resulting in a significant reduction in other income.

Provision for income taxes

The provision for income taxes for the year ended December 31, 2023 and 2024 were arising from the taxable income generated during the years.

Net loss

As a result of the foregoing, our net loss for the year ended December 31, 2024, was S$25,751 (US$18,848), a significant improvement from a net loss of S$269,572 for the year ended December 31, 2023. The substantial reduction in net loss was primarily driven by strong growth in revenues across all service lines, particularly in configuration services and hardware sales, which led to a significant increase in gross profit and gross margin. Despite moderate increases in selling, marketing, and administrative expenses, these were effectively managed relative to revenue growth. Additionally, interest expenses remained stable, and while there was an increase in foreign exchange loss and a one-off bad debt write-off, these were outweighed by the overall improvement in operational performance and cost efficiency

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our use of cash was primarily related to operating activities and purchase of equipment. We have historically financed our operations primarily through our cash flow generated from our business operations and bank loan.

We believe we have sufficient cash generated from operations to meet our regular working capital requirements based on the existing cash, cash generated from our operations and financial support from our controlling shareholder for the next 12 months from December 31, 2024, which is also based on our management’s experience, the debt financings available and the expected proceeds obtained through the IPO.

We have strategic plans to expand our business by investment in research and development, expanding into new markets and enhancing configuration services. We plan to utilize the proceeds raised from the Company’s IPO to achieve this. Additionally, in the event of insufficient liquidity to meet our current obligations, the Company may consider plans to raise capital through offering additional shares or tapping into an appropriate capital market.

While we acknowledge that unforeseen circumstances or changes in market conditions could impact on our liquidity, we remain committed to monitoring our financial health and will take necessary actions to secure additional financing if needed.

Years ended December 31, 2023 and 2024

The following table sets forth a summary of our cash flows information for the years indicated:

Operating activities

Our cash inflow from operating activities was principally receipt of payments from customers. Our cash outflows from operating activities were principally due to payments for payroll costs, payment project outsourcing fees, hardware costs and expenses, overhead software subscriptions and expenses, rental, and other administrative and operating expenses. Net cash used in or provided by operating activities reflects our net loss or income adjusted for depreciation of equipment, amortization of right-of-use assets and change in operating assets and liabilities items including accounts receivable, deposits, prepayments and other receivables, inventory, other payables and accrued liabilities and repayment of operating lease obligations.

Net cash used in operating activities for the year ended December 31, 2024 was S$245,351 (US$179,585), as compared to net cash provided by operating activities of S$54,466 for the year ended December 31, 2023. The turnaround of net cash used in operating activities from net cash provided by operating activities was mainly due to the decrease of other payables and accrued liabilities by S$0.9 million, decrease of accounts payable by S$0.2 million,, whilst offsetting by the increase in accounts receivables, net by S$0.5 million and increase in deposits, prepayments and other receivables of S$0.3 million, albeit to the increase of other payables and accrued liabilities by S$0.6 million, decrease in accounts receivables, net of S$0.1 million and decrease in deposits, prepayments and other receivables of S$0.3 million for the fiscal year 2023.

Investing activities

Our cash used in investing activities represented purchases of equipment.

During the year ended December 31, 2024 and 2023, we had net cash outflow from investing activities of S$4,239 (US$3,103) and S$8,739 which arose from the purchases of equipment.

Financing activities

Our cash inflows from financing activities primarily resulted from proceed from new bank loans, while cash outflows were due to repayments of bank loan.

During the year ended December 31, 2024, we had net cash used in financing activities of S$35,640 (US$ 26,087), which mainly arose from the repayment of bank loans.

During the year ended December 31, 2023, we had net cash provided by financing activities amounted to S$180,446, which was mainly a result of drawdown of a new working capital loan.

Contractual Obligations

The following table summarized our contractual obligations, which include principal in the cases of bank borrowings and finance leases, as of December 31, 2024:

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.

Quantitative and Qualitative Disclosure About Market Risk

Concentration of credit risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the service clients. To reduce credit risk, we perform on-going credit evaluations of the financial condition of these service clients. We establish a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service clients and other information.

Concentration of clients and vendors

Concentration of clients

As of December 31, 2024, three clients, Company A, Company B and Company C, accounted for 50.49%, 22.90% and 16.51% of the Company’s total accounts receivable respectively. As of December 31, 2023, four clients, Company D, Company E, Company F and Company J accounted for 34.08%, 24.24%, 22.49% and 13.06% of the Company’s total accounts receivable respectively.

For the year ended December 31, 2024, four clients, Company F, Company G, Company E, and Company D accounted for 45.06%, 19.12%, 13.04% and 11.91% of the Company’s total revenues respectively. For the year ended December 31, 2023, three clients, Company H, Company I and Company J accounted for 32.63%, 13.48% and 12.68% of the Company’s total revenues respectively.

Concentration of vendors

As of December 31, 2024, the account payable for the Company is nil. As of December 31, 2023, two vendors, Company K and Company L, accounted for 55.21% and 37.20% of the Company’s total account payable respectively.

For the year ended December 31, 2024, two vendors, Company L and Company M accounted for 27.94% and 24.28% of the Company’s total purchase respectively. For the year ended December 31, 2023, three vendors, Company M, Company K and Company L accounted for 31.78%, 23.85 and 16.07% of the Company’s total purchase respectively.

Foreign currency risk

The Company is exposed to foreign currency risk arising from fluctuations in exchange rates, primarily between the Singapore Dollar (SGD) and the Vietnamese Dong (VND), due to its subsidiary operations in Vietnam. Transactions denominated in VND include professional fees office expenses, and other local operating costs incurred by the subsidiary.

As the functional currency of the Company is SGD, the results and financial position of the Vietnamese subsidiary are translated into SGD for consolidation purposes. Monetary assets and liabilities denominated in VND are remeasured at the closing exchange rate at the reporting date and resulting exchange differences are recognized in the statement of operations.

Foreign currency risk arises primarily from:

To date, the Company has not entered into any foreign exchange contracts or other derivative instruments to hedge its foreign currency exposure. Management continues to monitor the Company’s currency risk exposure and may consider hedging strategies in the future should the exposure become material.

Interest rate risk

At the end of fiscal year 2024, we had an outstanding banking facility and a working capital loan from banks in Singapore. The loan and facilities carried a fixed interest rate of 7.75% per annum throughout their respective periods. We do not have an interest rate hedging policy to mitigate the risk of fluctuating interest rates. However, our management monitors interest rate exposures and assesses the Group’s position to secure new bank loans or finance leases.

Results of Operations

Six months period ended June 30, 2024, compared to six months period ended June 30, 2025

The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of our total revenues.

Operating Revenues

Our total operating revenues decreased by 67.9% to S$194,544 (US$152,955) for the six-month period ended June 30, 2025, from S$605,792 for the six-month period ended June 30, 2024. The majority of our revenues were generated from the configuration services for the six-month period ended June 30, 2025 and 2024, respectively. The overall decrease in revenue across all service categories, except maintenance services, was primarily attributable to the timing of project completion. Most of our projects are scheduled for completion in the second half of the fiscal year, resulting in lower revenue recognition during the first half. Revenue from maintenance services, however, increased by 45.9%, from S$ 27,340 for the six-month period ended June 30, 2024, to S$ 39,890 (US$ 31,363) for the six-month period ended June 30, 2025. This growth was mainly driven by the completion of several projects in fiscal year 2024, which subsequently generated recurring maintenance income during the current period. 

The Company has empowered organizations to achieve innovation and modernization through our comprehensive suite of technologies, including Digital Twins, Extended Reality (“XR”), Augmented Reality (“AR”), Virtual Reality (“VR”), and Generative AI (“GenAI”) chatbots. It currently generates most of the revenues from configuration services, amounted S$ 605,792 and S$ 194,544 (US$ 152,955), which represented 76.1% and 74.2% of total revenue in the six-month period ended June 30, 2024 and 2025 respectively. And the hardware sales and rental service revenue amounted to S$141,384 and S$19,121 (US$15,033) represented 17.8% and 7.3% of the revenue in six-month period ended June 30, 2024 and 2025, respectively. The maintenance services revenue amounted to S$27,340 and S$ 39,890 (US$ 31,363) represented 3.4% and 15.2% of the revenue in six-month periods ended June 30, 2024 and 2025, respectively. This growth was mainly driven by the completion of several projects in fiscal year 2024, which subsequently generated recurring maintenance income during the current period. The license subscription revenue amounted to S$ 21,138 and S$ 8,664 (US$ 6,811 represented 2.7% and 3.3% of the revenue in six-month period ended June 30, 2024 and 2025, respectively.

The following table sets forth the geographic distribution of our revenues by the geographical locations of customers for the respective periods indicated:

Cost of revenues

Cost of revenues decreased by 67.7% to S$148,997 (US$117,145) for the six-month period ended June 30, 2025, from S$461,671 for the six-month period ended June 30, 2024. The cost of revenues primarily comprises personnel expenses (including salaries and benefits) related to software development and subscription services, as well as costs associated with maintaining software applications, procuring hardware equipment, and logistics for hardware delivery. The decrease in cost of revenues was mainly attributable to the decline in total revenue during the six-month period ended June 30, 2025, as fewer projects reached completion in the current period. As the reduction in cost of revenues was proportionate to the decrease in total revenue, this indicates that the Company has maintained effective cost control measures and operational efficiency, ensuring that its cost structure remains aligned with revenue fluctuations. 

Gross profit and gross margin

Gross profit saw a decrease of 66.1%, to S$113,222 (US$89,018) for the six-month period ended June 30, 2025, compared to S$333,983 for the six-month period ended June 30, 2024. Concurrently, the gross profit margin improved slightly to 43.2% from 42.0% over the same period. This decrease in gross profit was primarily due to fewer project completion in current period. However, the slight increase in gross profit margin further emphasis on effective cost control measures and operational efficiency. The development of core software modules reduced the time and resources required for new customer deployments, resulting in lower incremental costs. Additionally, staff productivity improvements and economies of scale in hardware procurement helped contain cost of revenues, contributing to stronger gross profitability.

Selling and marketing expenses

Selling and marketing expenses experienced a decrease of 25.2%, to S$61,787 (US$48,579) for six-month period ended June 30, 2025, from S$82,556 for the six-month period ended June 30, 2024. Selling and marketing expenses consist of advertising and marketing material expenses and staff salary in the sales and marketing department. The decrease was due to cost-cutting measures and reduction in marketing personnel in the six-month period ended June 30, 2025.  

General and administrative expenses

General and administrative expenses decreased by 52.8% to S$180,063 (US$141,569) for the six-month period ended June 30, 2025, compared to S$381,119 for the six-month period ended June 30, 2024. General and administrative expenses primarily consist of payroll and welfare costs for administrative staff and management, office-related expenses, travel expenses, professional service fees, entertainment costs, depreciation and amortization, bad debt write-offs, and other general overheads. The decrease was mainly attributable to in the six-month period ended June 30, 2024 there were ad hoc write-off of allowance for credit losses S$119,339 (US$93,827) and reduction of S$ 35,292 (US$ 27,747) for payroll of general administrative staff, which significantly impacted the total administrative expenses. Excluding this item, most other administrative expenses saw a reduction, reflecting the company’s cost management efforts. 

Interest expenses

Interest expenses increased by 165.4% to S$24,438 (US$19,214) for the six-month period ended June 30, 2025, from S$9,208 for the six-month period ended June 30, 2024. Interest expenses primarily represent interest incurred on bank borrowings and the accrued interest for the convertible loan. The increase mainly due to S$15,521 (US$12,203) accrued interest for the convertible loan for the six-month period ended June 30, 2025.

Other income, net

Other income increased by 392.1% to S$14,216 (US$11,177) for the six-month period ended June 30, 2025, from S$2,889 for the six-month period ended June 30, 2024. The increase was primarily due to the increase of government grant and unrealized currency gain.

Provision for income taxes

The provision for income taxes for the six-month periods ended June 30, 2025 and 2024 were arising from the taxable income generated during the periods for the taxable income arising from operation in Vietnam.

Net loss

As a result of the foregoing, our net loss for the six-month periods ended June 30, 2025 was S$139,466 (US$109,652), representing a slight increase compared to a net loss of S$136,782 for the six-month period ended June 30, 2024. Although total revenue decreased substantially during the current period, our net loss remained relatively consistent, as the gross profit margin was maintained at a similar level. The stability of the net loss despite the lower revenue was primarily due to reductions in general and administrative expenses and marketing expenses, which partially offset the decline in revenue. However, these operating expenses continued to contribute to the overall net loss position of the Company.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our use of cash was primarily related to operating activities and purchase of equipment. We have historically financed our operations primarily through our cash flow generated from our business operations and bank loan.

We believe we have sufficient cash generated from operations to meet our regular working capital requirements based on the existing cash, cash generated from our operations and financial support from our controlling shareholder for the next 12 months from June 30, 2025, which is also based on our management’s experience, the debt financings available and the expected proceeds obtained through the IPO.

We have strategic plans to expand our business by investment in research and development, expanding into new markets and enhancing configuration services. We plan to utilize the proceeds raised from the Company’s IPO to achieve this. Additionally, in the event of insufficient liquidity to meet our current obligations, the Company may consider plans to raise capital through offering additional shares or tapping into an appropriate capital market.

While we acknowledge that unforeseen circumstances or changes in market conditions could impact on our liquidity, we remain committed to monitoring our financial health and will take necessary actions to secure additional financing if needed.

Six months periods ended June 30, 2024 and 2025

The following table sets forth a summary of our cash flows information for the years indicated:

Operating activities

Our cash inflow from operating activities was principally receipt of payments from customers. Our cash outflows from operating activities were principally due to payments for payroll costs, payment project outsourcing fees, hardware costs and expenses, overhead software subscriptions and expenses, rental, and other administrative and operating expenses. Net cash used in or provided by operating activities reflects our net loss or income adjusted for depreciation of equipment, amortization of right-of-use assets and change in operating assets and liabilities items including accounts receivable, deposits, prepayments and other receivables, inventory, other payables and accrued liabilities and repayment of operating lease obligations.

Net cash used in operating activities for the six-month period ended June 30, 2025 was S$517,555 (US$406,914), as compared to net cash used in operating activities of S$151,254 for the six-month period ended June 30, 2024. The increase of net cash used in operating activities was mainly due to the increase of trade receivable by S$390,350 (US$306,903), increase of other receivable by S$268,407 (US$211,208), whilst offsetting by the increase in other payable, net by S$ 244,963 (US$192,595).

Investing activities

Our cash used in investing activities represented purchases of equipment.

During the six-month period ended June 30, 2025, we had net cash outflow from investing activities of S$2,017 (US$1,586) which arose from the purchases of equipment.

During the six-month period ended June 30, 2024, we had net cash outflow from investing activities of S$2,186 which arose from the purchases of equipment.

Financing activities

Our cash inflows from financing activities primarily resulted from proceed from new bank loans, while cash outflows were due to repayments of bank loan.

During the six-month period ended June 30, 2025, we had net cash provided in financing activities of S$220,589 (US$173,432), which mainly arose from the proceed of convertible loan S$400,000 (US$314,490) and proceed of bank loan S$150,000 (US$117,933).

During the six-month period ended June 30, 2024, we had net cash used in financing activities amounted to S$17,476, which was mainly a repayment of bank loans.

Contractual Obligations

The following table summarized our contractual obligations, which include principal in the cases of bank borrowings and finance leases, as of June 30, 2025: