As filed with the Securities and Exchange Commission on February 6, 2026

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Gravity AI

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

89 Nexus Way, Camana Bay,

Grand Cayman, KY1-9009, Cayman Islands,

Cayman Islands

Tel: +65 62352573

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

c/o Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 800-221-0102

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

With a Copy to:

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act: 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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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

3,750,000 Ordinary Shares

Gravity AI

This is the initial public offering of ordinary shares, US$0.0000078125 par value per share (“Ordinary Shares”), of Gravity AI (the “Company”). We are offering 3,750,000 Ordinary Shares, which number of shares is based on an assumed initial public offering price per share of $4.00, representing the low end of the initial public offering price range of $4.00 and $5.00 (this “Offering”).

Prior to this Offering, there has been no public market for our Ordinary Shares. We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “[*]”. There is no assurance that our listing application will be approved by the NASDAQ, and if our application is not approved by the NASDAQ, this Offering will be terminated.

Gravity AI is a holding company registered and incorporated in the Cayman Islands. As a holding company with no material operations, as of the date of this prospectus (the “Prospectus”), we conduct our key operations through our key operating subsidiary, Gravity Supply Chain Holdings Pte. Ltd. (“Gravity SG”), a company incorporated in Singapore. As of the date of this Prospectus, we also operate our Hong Kong subsidiary, Gravity Supply Chain Solutions Limited (“Gravity HK”), and its UK branch, Gravity Supply Chain Solutions Limited (“Gravity UK”), as cost centers.

This is an offering of the Ordinary Shares, the holding company incorporated in the Cayman Islands, instead of shares of Gravity SG. Investors are cautioned that they are buying shares of the Company and not Gravity SG through which conducts its key operations in Singapore. You may never directly hold any equity interest in Gravity SG.

Prior to this Offering, Chen Jiangnan, our Chief Executive Officer, and Hemant Kumar Bhatt, our Chief Financial Officer and Chairman of the board of directors of the Company (the “Board”), held 8.854% and 43.365% of our outstanding Ordinary Shares, respectively. Together, our directors and officers collectively held an aggregate of approximately 52.22% of the number of our outstanding Ordinary Shares representing approximately 52.22% of the total voting power of our outstanding Ordinary Shares. Immediately after this Offering of our Ordinary Shares, Chen Jiangnan, our Chief Executive Officer, and Hemant Kumar Bhatt, our Chief Financial Officer and Chairman of the Board, will hold 6.70% and 32.81% of our outstanding Ordinary Shares. Together, our directors and officers will collectively hold an aggregate of approximately 39.51% of our outstanding Ordinary Shares representing approximately 39.51% of the total voting power of our outstanding Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option. While the Board does not consider the Company to be a controlled company under NASDAQ corporate governance rules as Chen Jiangnan and Hemant Kumar Bhatt do not have any agreement with regards to voting as a group, and individually, each of these directors and officers hold less than 50% of our outstanding shares and voting power immediately after this Offering, these directors and officers could have significant influence on determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. In cases where their interests are aligned and they vote together; these directors and officers will also have the power to prevent or cause a change in control. Without the consent of some or all of these shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of these directors and officers may differ from the interests of our other shareholders. The concentration in the ownership of our Ordinary Shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our beneficial owners and their affiliated entities, see “Risk Factors - Our directors and officers currently own an aggregate of 52.22% of our outstanding Ordinary Shares representing 52.22% of the total voting power, and will approximately 39.51% of our outstanding Ordinary Shares representing approximately 39.51% of the total voting power immediately after the completion of this Offering, assuming that the underwriters do not exercise their over-allotment option,” on page 33 and “Principal Shareholders.” on page 86.

On February 4, 2026, the Company effected a recapitalization in which each ordinary share was subdivided into 64 ordinary shares, resulting in 6,400,000,000 shares authorized, and 11,658,560 and 11,658,560 shares issued and outstanding, as of December 31, 2024 and June 30, 2025, respectively. The par value was changed from $0.0005 to $0.0000078125 after such share split.

As a result of the recapitalization, all share and per share data in the combined financial statements have been retrospectively adjusted to all periods presented.

Unless otherwise stated, references to the “Company”, “Group”, “we”, “us”, and “our” in the Prospectus are to Gravity AI, the Cayman Islands entity that will issue the Ordinary Shares being offered in this Offering, together with its consolidated subsidiaries. References to “our Key Operating Subsidiary” and “Key Operating Subsidiary” refer to Gravity SG.

Investing in our Ordinary Shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Ordinary Shares in “Risk Factors” beginning on page 13 of this Prospectus.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer” for additional information. 

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy 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 purchase and pay for all of the shares if any such shares are purchased. We have granted the underwriters an option for a period of forty-five (45) days after the closing of this Offering to purchase up to 15% of the total number of our Ordinary Shares offered by us pursuant to this Prospectus, solely for the purpose of covering over-allotments, if any, at the initial public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be US$      , and the total gross proceeds to us, before underwriting discounts and expenses, will be US$      .

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

If we complete this Offering, net proceeds will be delivered to us on the closing date. The underwriters expect to deliver the Ordinary Shares against payment therefor as set forth under “Underwriting” on or about [*], 2026.

The date of this Prospectus is            , 2026.

TABLE OF CONTENTS

We are responsible for the information contained in this Prospectus and any free writing Prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell our Ordinary Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front cover of this Prospectus, regardless of the time of delivery of this Prospectus or the sale of any Ordinary Shares.

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 Ordinary Shares and the distribution of this Prospectus outside the United States.

We are registered and incorporated in the Cayman Islands and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We obtained statistical, market and other industry data and forecasts used in this Prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, all references in this Prospectus to:

We have made rounding adjustments to some of the figures included in this Prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Unless the context indicates otherwise, all information in this Prospectus assumes no exercise by the underwriters of their over-allotment option.

Gravity AI is a holding company registered and incorporated in the Cayman Islands with key operations conducted in Singapore through Gravity SG. Gravity AI’s reporting currency is U.S. dollars. Gravity SG and Gravity HK use U.S. dollars as functional currencies as it is the denominated currencies in their principal transactions.

Gravity AI’s fiscal year ends on December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year. References to a particular “year” are also to our fiscal year ended December 31 of that calendar year unless the text indicates otherwise.

INDUSTRY AND MARKET DATA

This Prospectus includes statistical, market and other industry data and forecasts used in this Prospectus from market research, publicly available information and industry publications, as well as estimates by our management based on such data. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this Prospectus should be viewed with caution.

TRADEMARKS, SERVICE MARKS, AND TRADE NAMES

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

SUMMARY FINANCIAL INFORMATION

The following summary consolidated financial data as of and for the years ended December 31, 2023, and December 31, 2024 are derived from our audited consolidated financial statements included elsewhere in this Prospectus. The following summary consolidated financial data as of June 30, 2025 and for the six months ended June 30, 2024 and 2025 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this Prospectus and have been prepared on the same basis as our audited consolidated financial statements. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

The following table presents our summary consolidated statements of comprehensive loss data for the years ended December 31, 2023 and 2024, and for the six months ended June 30, 2024 and 2025.

The following table presents our summary consolidated balance sheets data as of December 31, 2023 and 2024, and June 30, 2025.

The following table presents our summary consolidated statements of cash flows data for the years ended December 31, 2023 and 2024, and for the six months ended June 30, 2024 and 2025.

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this Prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated and combined financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this Prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Operations 

Our business depends on customers renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.

The significant majority of our revenue is recurring and consists of subscription revenue. Our subscription products generally have recurring annual subscription periods. While many of our subscriptions provide for automatic renewal, our customers may opt-out of automatic renewal and customers have no obligation to renew a subscription after the expiration of the term. Our customers may or may not renew their subscriptions as a result of a number of factors, including their satisfaction or dissatisfaction with our products and services, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of economic conditions, or reductions in our paying customers’ spending levels. In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths if they were previously on multi-year contracts, or switch to lower cost offerings of our products and services.

It is difficult to accurately predict long-term customer retention. Our customers’ subscription net retention rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our products, the prices of our products, the prices of products and services offered by our competitors or reductions in our customers’ spending levels. If our customers do not renew their subscription arrangements, maintenance or other services agreements or if they renew them on less favorable terms, our revenue may decline.

Our large customers have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue, and lower average selling prices and gross margins, all of which could harm our results of operations.

Some of our customers have significant bargaining power when negotiating new subscriptions or renewals of existing agreements, and have the ability to buy similar products from other vendors or develop such systems internally. These customers have and may continue to seek advantageous pricing and other commercial and performance terms that may require us to develop additional features in the products we sell to them or add complexity to our customer agreements. Currently, as customers become larger, our pricing model recognizes various factors such as number of products purchased and the penetration of those products within a customer’s operations. As such, when a customer buys more product, their average cost per product can decline even though the total revenue from them increases, and, to date, we have generally seen sales to customers increase in proportion to or in excess of any reductions in the cost per product. However, there can be no guarantee that these results will continue in the future. If we are unable to negotiate renewals with our large customers on favorable terms, our results of operations could be harmed.

Our customers white labels our software platform to resell to end customers, which limits our brand visibility and creates reputational and other risks for us.

As our customers white labels our software platform to resell to end customers, we face a diminished brand visibility and recognition when our customer markets the platform under their own brand name, potentially leading to diluted differentiation in the market and risks arising around intellectual property protection. There are complexities around catering to customization demands, software version control, and technological support to indirect end customers. Our reliance on customers to manage the sales cycle, onboarding, and customer success introduces variability in the quality and consistency of the end-user experience. This fragmentation can lead to customer dissatisfaction, increased churn, and negative perceptions of our platform, even when such outcomes stem from factors outside our control. If our customers deliver sub-par services or mispresents the software platform to end customers, this may create reputational risks for us despite the white labelling. In addition, the reselling by our customers can also result in revenue leakage and undermines our profitability.

We also face risks related to compliance and regulatory exposure. If our customers operate in jurisdictions with stringent data protection, cybersecurity, or industry-specific regulations, and fail to implement our platform in a compliant manner, we may be subject to legal claims, penalties, or reputational harm. Despite contractual safeguards, enforcement may be challenging and costly. The white-labelling model may complicate our ability to enforce contractual rights, monitor usage, and prevent unauthorized sublicensing or redistribution. These factors collectively pose risks to our operational efficiency and long-term brand equity.

We rely on a limited number of key customers for our business.

For the years ended December 31, 2023 and 2024, our two largest customer together accounted for 62.1% and 60.2% of our revenue for the respective years; and for the six months ended June 30, 2024 and 2025, our two largest customer together accounted for 59.4% and 62.5% of our revenue, respectively, which was mainly due to the larger contract sum under their customer contracts. Our customers are fairly concentrated and we rely on a limited number of key customers during each period of our business.

In addition, our business depends on the continued success and financial stability of these customers. If any of our significant customers were to reduce their purchases, experience financial difficulties, or cease operations, our revenue could decline substantially. The loss of one or more of these customers, or a material reduction in their business with us, could have a material adverse effect on our business, financial condition, and results of operations.

The Company is aware of the risks associated with customer concentration and is taking steps to mitigate these risks by developing long-term relationships with its key customers. However, the Company remains exposed to customer concentration risk, and any significant changes in the business of its key customers could have a material adverse impact on its business.

We rely on a limited number of key suppliers for our business.

For the years ended December 31, 2023 and 2024, our two largest suppliers together accounted for 99.2% of our cost of sales for both years, mainly due to expenses associated with procuring cloud services essential to our operations. Our suppliers are fairly concentrated and we on a limited number of key suppliers during each period of our business.

If either of these suppliers were to experience operational disruptions, financial difficulties, regulatory challenges, or terminate their relationship with us, we could face delays, increased costs, or interruptions in our ability to deliver services to our customers. In addition, our bargaining power with these suppliers may be limited, which could result in unfavorable pricing or contractual terms.

Although we believe that alternative providers are available, transitioning to new suppliers could involve significant time, expense, and operational risk. Any disruption in the supply of cloud services or shipping data could materially and adversely affect our business, financial condition, and results of operations.

Our success depends on our key our senior management and key employees.

We are dependent on our Chief Executive Officer, Mr. Jiangnan Chen, and our Chief Financial Officer Mr. Hemant Kumar Bhatt, for various key aspects of our business, including but not limited to, our key business operations and maintenance of customer/supplier relationships. For more information, please see Management on page 80.

If our Chief Executive Officer, Chief Financial Officer or any member of our key personnel ceases to be involved with us in the future and we are unable to locate a suitable replacement in a timely manner, our overall management, administration, and implementation of our business development strategies may be negatively affected, which will consequently adversely affect our business, financial condition, results of operations, cash flows and prospects.

Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations, and cash flows.

Our revenue, results of operations, and cash flows depend on the overall demand for and use of technology and information for global supply chain management, which depends in part on the amount of spending allocated by our customers or potential customers on supply chain technology and information. This spending depends on worldwide economic and geopolitical conditions. The U.S. and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, bankruptcies, pandemics such as COVID-19, and overall economic uncertainty. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain.

In addition, geopolitical developments and potential trade wars, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. The recent U.S. trade tariffs imposed have introduced significant uncertainty and cost pressures across global supply chains. As supply chain companies are faced with rising import costs, disrupted sourcing strategies, and compliance complexities, many are forced to reassess their investment priorities, this may result in reduced spending and consideration on supply chain technology and information systems, as companies shift towards immediate costs containment and operational continuity. Further actions or inactions of the U.S. or other major national governments, such as the United Kingdom’s exit of the European Union, may also impact economic conditions, which could result in financial market disruptions or an economic downturn.

Concerns about the systemic impact of a recession (in the United States or globally), energy costs, geopolitical issues, or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence, and diminished growth expectations in the U.S. economy and abroad, which in turn could affect the rate of information technology spending and could adversely affect our customers’ ability or willingness to purchase our services, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscription contracts, or affect attrition rates, all of which could adversely affect our future sales and operating results. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term.

We may not be able to mitigate or alleviate the conditions that raise substantial doubt about our ability to continue as a going concern.

Our audited financial statements have been prepared assuming that we will continue as a going concern. We have incurred losses and negative operating cash flows since our inception. We incurred net losses of US$2,393,954, US$1,913,297, US$969,039 and US$1,380,506 for the years ended December 31, 2023 and 2024, and for the six months ended June 30, 2024 and 2025, respectively. Net cash used in operating activities were US$2,359,563, US$1,361,945, US$763,073 and US$934,887 for the years ended December 31, 2023 and 2024, and for the six months ended June 30, 2024 and 2025, respectively. The accumulated deficit amounted to US$32,670,450, US$34,583,747 and US$35,964,253 as of December 31, 2023 and 2024, and as of June 30, 2025, respectively. As of December 31, 2024 and June 30, 2025, we had a working capital deficit of US$1,713,700 and US$2,139,610, respectively. Our working capital deficit was approximately US$3.50 million as of December 31, 2025. These conditions raised substantial doubts about our ability to continue as a going concern.

Accordingly, we have developed mitigation plans to improve our liquidity and address material cash requirements from known contractual and other obligations in the short term.

There can be no assurances, however, that all the current mitigation plans will be achieved or that enough additional funding will be available on terms acceptable to us or at all. Due to uncertainty in the execution of management’s plans, there can be no assurances that such plans will thoroughly mitigate or alleviate the conditions that raise substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient funding, we may be required to delay our development efforts and limit activities, which could adversely affect our business and the combined financial statements.

Because our long-term success depends on our ability to operate our business internationally and increase sales of our products to customers located outside of Singapore, our business is susceptible to risks associated with international operations.

We currently have key operations in Singapore, and we market and sell our products worldwide. The international expansion of our operations requires significant management attention and financial resources and results in increased administrative and compliance costs. Our limited experience in operating our business in certain regions increases the risk that our expansion efforts into those regions may not be successful. In particular, our business model may not be successful in particular countries or regions outside of Singapore for reasons that we currently are unable to anticipate. We are subject to risks associated with international sales and operations including, but not limited to:

The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. If we are unable to effectively manage our expansion into additional geographic markets, our financial condition and results of operations could be harmed.

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and we may not be able to do so, or do so quickly enough to respond to changes in demand. Even if we anticipate changes in demand, it may be difficult for us to transition existing customers to new versions of our solutions.

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and to do so on a timely basis. Successful module development and marketing depends on numerous factors, including anticipating customer requirements, changes in technology requirements, our ability to differentiate our solutions from those of our competitors, and market acceptance of our solutions. Enterprises are requiring their software application vendors to provide ever increasing levels of functionality and broader offerings. Moreover, our industry is characterized by rapid evolution, and shifts in technology and customer needs. We may not be able to develop and market new or enhanced modules in a timely or cost-effective manner or at all. Our solutions also may not achieve market acceptance or correctly anticipate technological changes or the changing needs of our customers or potential customers.

In addition, even if we correctly anticipate changes in technology or demand, it might be difficult for us to transition existing customers to new versions of our solutions. Such transitions or upgrades may require considerable professional services effort and expense and customers may choose to discontinue using our solutions rather than proceed with a lengthy and expensive upgrade. If customers fail to accept new versions of our solution, if our newest solutions contain errors, or if we expend too many resources supporting multiple versions of our solutions, we may suffer a material adverse effect on our business, financial position, results of operations and cash flows.

The market for cloud-based supply chain management solutions is still evolving. If this market develops more slowly than we expect, our revenue may decline or fail to grow, and we may incur additional operating losses.

We derive, and expect to continue to derive, substantially all of our revenue from providing cloud-based supply chain management platforms, solutions and related services. The market for cloud-based supply chain management solutions is still evolving and it is uncertain whether these platforms and solutions will sustain high levels of demand and market acceptance. Our success will depend on the willingness of companies to accept our cloud-based supply chain management platforms and solutions as an alternative to manual processes, traditional enterprise resource planning software and internally-developed supply chain management solutions. Some customers may be reluctant or unwilling to use our cloud-based supply chain management platforms or solutions for a number of reasons, including data privacy concerns, data and network security concerns and existing investments in supply chain management technology.

Traditional approaches to supply chain management have required, among other things, purchasing hardware and licensing software. Because these traditional approaches often require significant initial investments to purchase the necessary technology and to establish systems that comply with customers’ unique requirements, companies may be unwilling to abandon their current solutions for our cloud-based supply chain management platforms and solutions. Other factors that may limit market acceptance of our platforms and solutions include:

If companies do not perceive the benefits of our cloud-based supply chain management platforms or solutions, or if companies are unwilling to accept our platforms and solutions as an alternative to traditional approaches, the market for our platforms and solutions might not continue to develop or might develop more slowly than we expect, either of which could significantly adversely affect our revenues and growth prospects.

Our business, results of operations and reputation could be negatively affected by services provided by third-party cloud service providers.

We rely on U.S. based third-party cloud service providers to provide us with cloud services to support our business operations. With the expansion of our business, we may be required to upgrade our technology and infrastructure or adapt our technology and infrastructure to those of the cloud service providers to keep up with the increasing traffic to our website. If the services provided are unable to meet our demand, or are disrupted, restricted, curtailed or degraded in any way or become unavailable to us, our business may be materially and adversely affected. In addition, we cannot assure you that we will be able to maintain amicable relationships with our cloud service providers. Our cloud service providers could choose to terminate their relationships with us or propose terms that we cannot accept. If we have to engage other cloud service providers and have to migrate our business operation data to new service providers, we cannot guarantee a smooth transition. We may suffer from unexpected incidents in the transition such as data loss, service interruptions, or loss of certain functionalities. As a result, we may need to spend more money in order to reduce the potentially significant losses brought on by these incidents. Most significantly, these unanticipated events could result in business interruptions, which would have a negative impact on our operations and could materially and adversely affect our results of operations. Besides, we have no control over the costs of the services provided by cloud service providers. If the prices we pay for those services rise significantly, our results of operations may be materially and adversely affected.

The information we source from third parties to incorporate into our Order Module and Deliver Module may not be accurate and complete, and such data may not be updated on a timely basis, which can expose our customers to supply chain delays and contractual liabilities.

Our customers use our Order Module and Deliver Module solutions as tools for supply chain management and shipment management. The former relies on information provided by third party suppliers to track the manufacturing process, including lead times and order status, for various components of a product. The latter relies on information provided by third party data to track the shipment of manufactured product via rail, vessel, flight movement, and capture the timing for entry and departure of port gates. Such third party sourced data are subject to inconsistencies, delays in updates, or gaps in coverage. We can provide no assurances that our third party sourced data will always be accurate and updated in a timely manner. Errors or defects in third parties to update the supplier or shipment information we provide to our customers, can result in an inability to plan logistics in a timely manner or expose our customers to supply chain delays, missed deadlines and contractual liabilities. In addition, these errors and delays may damage our reputation with both existing and new customers and result in lost customers and decreased revenue, which could materially and adversely affect our business, revenue and results of operations.

Any of these problems may enable our customers to terminate our agreements or we may be required to issue credits or refunds, and may be subject to product liability, breach of warranty or other contractual claims. We also may be required to indemnify our customers as a result of any of these problems. Any provisions in our customer agreements intended to limit liability may not be sufficient to protect us against any such claims. Insurance may not be available on acceptable terms, or at all. In addition, any insurance we do have may not cover claims related to specific defects, errors, failures or delays, may not cover indirect or consequential damages, and otherwise may be inadequate, and defending a suit, regardless of its merit, could be costly and divert management’s attention. In general, losses from customers terminating their agreements with us and our cost of defending claims resulting from defects, errors, failures or delays might be substantial, and could have a material adverse effect on our business, financial position, results of operations and cash flows.

Because we generally recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.

We generally recognize revenue from customers ratably over the terms of their subscription and support agreements, which are typically 12 to 36 months. The effect of significant downturns in sales and market acceptance of our services, and potential changes in our attrition rate, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription and support term.

We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain customers and would impede the growth of our business.

The supply chain management market is fragmented, competitive and rapidly evolving. We compete with other cloud-based supply chain management vendors, traditional enterprise resource planning vendors, and other service providers, as well as with solutions developed internally by enterprises seeking to manage their global supply chains and global trade. Some of our actual and potential competitors may enjoy competitive advantages over us, such as greater name recognition, more varied offerings and larger marketing budgets, as well as greater financial, technical and other resources. Furthermore, some competitors may have best-of-breed solutions to problems created by the unique trading requirements of particular countries, industries and/or business processes. As a result, our competitors may be able to respond more quickly than we can to new or changing opportunities, technologies, standards or customer requirements or devote greater resources to the promotion and sale of their products and services than we can.

The intensity of competition in the supply chain management market has resulted in pricing pressure as the market has developed and our competitors very frequently offer substantial price discounts for their products. We expect the intensity of competition to increase in the future as existing competitors develop their capabilities and as new companies, which could include one or more large software or trade content providers, enter our market. Increased competition could result in additional pricing pressure, reduced sales, shorter term lengths for customer contracts, lower margins or the failure of our solutions to achieve or maintain broad market acceptance. If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates or add and retain customers, and our business, financial condition and results of operations will be harmed.

We do not have any registered intellectual property rights over our source code or brand name, and may not be able to adequately protect our rights in our data, technology or brand.

Our success is dependent, in part, upon protecting our proprietary information and technology. We currently do not have any registered intellectual property rights, such as patents or trademarks, over our source code or brand name, and may not be able to adequately protect our rights in our data, technology or brand. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions, and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our source code or brand name may go undetected. In the event that we do detect unauthorized use of our data, technology or brand, we may have limited recourse and restrictions on our claim due to our lack of registered intellectual property rights.

Current law may not provide for adequate protection of our platform or data. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our platform, or certain aspects of our platform, or our data may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

Our inability to protect our technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

We have experienced, and expect to continue to experience growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. As we expand, we scale our operational, financial, and management controls, as well as our reporting systems and procedures. As we continue to grow, we face challenges of responding timely to a growing customer base around the world and navigating a complex multi-national regulatory landscape. If we fail to manage our anticipated growth and change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract customers.

To manage growth in our operations, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will require capital expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.

Given that our key customers are enterprise customers, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.

Given that our largest customers are enterprise customers, which means we face longer sales cycles, greater competition, more complex customer due diligence, less favorable contractual terms, and less predictability in completing some of our sales.

Consequently, a target customer’s decision to use our services may be an enterprise-wide decision and, if so, these types of sales require us to provide greater levels of education regarding the use and benefits of our products and services, as well as education regarding privacy and data protection laws and regulations to prospective customers. In addition, larger enterprise customers may demand more configuration, integration services, and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources than to individual customers, driving up costs and time required to complete sales, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.

Our directors and officers, Jiangnan Chen and Hemant Bhatt, also serve as directors or officers of a number of other companies, therefore, their time and attention may be divided and our business, financial condition, and results of operations could be adversely affected.

Our Chief Executive Officer and director, Jiangnan Chen, and our Chief Financial Officer and Chairman of the Board of Directors, Hemant Bhatt, both currently serve as directors or officers of a number of other companies. Jiangnan Chen currently serves as a director for seven other companies, and as an officer for one other company. Hemant Bhatt currently serves as a director for five other companies, as well as an advisor to one other company. For more information, please see Management on page 80.

While we are not aware of any actual or apparent conflicts of interest arising from these external positions, these additional responsibilities may nevertheless divert their time and attention away from our company. As a result, their ability to devote sufficient focus to our business operations, strategic initiatives, and corporate governance could be constrained.

In addition, service on multiple boards and management teams may expose our directors and officers to demands from other enterprises that could compete with the time and energy required to oversee our affairs. Although we believe our directors and officers are committed to our success, there can be no assurance that their outside commitments will not impact their performance or decision-making on behalf of our company. Any such limitations could adversely affect our business, financial condition, and results of operations.

We have experienced growth in recent periods, and our recent growth rates may not be indicative of our future growth.

We have experienced organic growth in recent periods, and revenue growth in future periods may not be consistent with recent history. We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

We may not be able to successfully implement our strategic initiatives in accordance with our expectations, or in the timeframe we desire, which may result in an adverse impact on our business and financial results. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations, and financial condition will be harmed and we may not be able to achieve or maintain profitability.

Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations.

We may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. We have a secured credit facility that restricts our ability to incur additional indebtedness, requires us to maintain specified minimum liquidity and restricts our ability to pay dividends. The terms of any additional debt financing may be similar or more restrictive. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things:

We are dependent on external and related party financing to support our business growth.

We rely on loans from financial institutions and loans from our Chief Financial Officer and Chairman of the board of directors, Hemant Kumar Bhatt, to finance our operations. Our total outstanding borrowings were approximately in aggregate, US$555,658, US$1,844,926 and US$2,764,232 for simple interest-bearing loans from financial institutions, and in aggregate, US$2,413,168, US$8,050,493 and US$8,355,716 for simple interest bearing loans from Mr. Hemant Bhatt, as of December 31, 2023 and 2024, and as of June 30, 2025, respectively.

Our ability to obtain adequate financing on terms which are acceptable to us depends on a number of factors such as our financial strength, our creditworthiness and our prospects, and other factors that are beyond our control, including general economic, industry, liquidity and political conditions, the terms on which financial institutions are willing to extend credit to us, central bank’s policy rates and cash reserve requirements for banks, and the availability of other sources of debt financing or equity financing. There may also be covenants that restrict our ability to pay dividends and/or restrict our flexibility in utilizing working capital to react to changes in the business environment. Additionally, our business requires significant amount of working capital to fund the payroll of workers before the corresponding progress payments from clients, and inability to finance the payroll payment and temporary cash flow.

We may default on our obligations under our credit facilities.

We entered into banking facilities with banks in Hong Kong and Singapore which include facility agreements and term loans. A failure to repay any of the indebtedness under our banking facilities as they become due or to otherwise comply with the covenants contained in any of such agreements could result in an event of default thereunder. If not cured or waived, an event of default under any of such agreements could enable the lender thereunder to declare all borrowings outstanding on such debt, together with accrued and unpaid interest and fees, to be due and payable. In such an event, we may not be able to pay dividends or have sufficient liquidity to meet operating and capital expenditure requirements. Any such acceleration could cause us to lose a substantial portion of our assets and will substantially adversely affect our ability to continue our operations.

We are subject to various global data privacy and security regulations, which could result in additional costs and liabilities to us.

Our business is subject to a variety of local, national and international laws, directives and regulations that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data, such as the UK General Data Protection Regulation (UK GDPR). These data protection and privacy-related laws and regulations continue to evolve and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions and increased costs of compliance. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, and state breach notification laws. If we experience a security incident with personal data issue, we may be required to inform the representative state attorney general or federal or country regulator, media and credit reporting agencies, and any customers whose information was stolen, which could harm our reputation and business. Other states and countries have enacted different requirements for protecting personal information collected and maintained electronically. We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards will have on our business or the businesses of our customers.

Failure to comply with laws concerning privacy, data protection and information security could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by end customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing end customers and prospective end customers), any of which could have a material adverse effect on our operations, financial performance and business. In addition, we could suffer adverse publicity and loss of customer confidence were it known that we did not take adequate measures to assure the confidentiality of the personally identifiable information that our customers had given to us. This could result in a loss of customers and revenue that could jeopardize our success. We may not be successful in avoiding potential liability or disruption of business resulting from the failure to comply with these laws and, even if we comply with laws, may be subject to liability because of a security incident. If we were required to pay any significant amount of money in satisfaction of claims under these laws, or any similar laws enacted by other jurisdictions, or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully with any of these laws, our business, operating results and financial condition could be adversely affected. Further, complying with the applicable notice requirements in the event of a security breach could result in significant costs.

Additionally, our business efficiencies and economies of scale depend on generally uniform product offerings and uniform treatment of customers across all jurisdictions in which we operate. Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs on our business and can increase liability for compliance deficiencies. Further, new or recently implemented regulations, including the European Union’s General Data Protection Regulation, may require significant investment, including the establishment of new data centers.

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

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

We are the target of attempts to identify and exploit system vulnerabilities and/or penetrate or bypass our security measures in order to gain unauthorized access to our systems, including an incident that has resulted in exfiltration of the contact records from our database. We employ multiple methods at different layers of our systems to defend against intrusion and attack, to protect our systems and to resolve and mitigate the impact of any incidents. Despite our efforts to keep our systems secure and to remedy identified vulnerabilities, future attacks could be successful and could result in substantial liability or business risk. Third parties will continue to attempt to gain unauthorized access to our systems or facilities through various means, including hacking into our systems or facilities, or those of our customers or vendors, or attempting to fraudulently induce our employees, customers, vendors or other users of our systems into disclosing sensitive information, which may in turn be used to access our IT systems. Our cybersecurity programs and efforts to protect our systems and data, and to prevent, detect and respond to data security incidents, may not prevent these threats or provide adequate security. Further, we may be subject to additional liability risks associated with data security breaches or other incidents by virtue of the private right of action granted to individuals under certain data privacy laws for actions arising from certain data security incidents.

We may experience breaches of our security measures due to human error, malfeasance, system errors or vulnerabilities, or other irregularities. In particular, our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. Actual or perceived breaches of our security could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition.

Interruptions or performance problems associated with our internal infrastructure, and its reliance on technologies from third parties, may adversely affect our ability to manage our business and meet reporting obligations.

Currently, we use third-party vendors to manage our online marketing, system integration and web services. We believe the availability of these services is essential to the management of our high-volume, transaction-oriented business model. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time-consuming and costly to qualify and implement these relationships. Therefore, if one or more of our providers suffer an interruption in their business, or experience delays, disruptions or quality-control problems in their operations, or we have to change or add additional systems and services, our ability to manage our business and produce timely and accurate financial statements would suffer.

Interruptions or performance problems associated with our products, including disruptions at any third-party data centers upon which we rely, may impair our ability to support our customers.

Our continued growth depends in part on the ability of our existing and potential customers to access our websites, software or cloud-based products within an acceptable amount of time. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our user traffic increases. If our websites are unavailable or if our customers are unable to access our software or cloud-based products within a reasonable amount of time or at all, our business would be negatively affected. Additionally, our data centers and networks and third-party data centers and networks may experience technical failures and downtime, may fail to distribute appropriate updates, or may fail to meet the increased requirements of a growing customer base.

We leverage third-party software for use with our solution. Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software could cause delays, errors, or failures of our solution, increases in our expenses and reductions in our sales, which could materially and adversely affect our business and results of operations

We use software licensed from a variety of third parties in connection with the operation of our products. Any performance issues, errors, bugs, or defects in third-party software could result in errors or a failure of our products, which could adversely affect our business and results of operations. In the future, we might need to license other software to enhance our solution and meet evolving customer demands and requirements. Any limitations in our ability to use third-party software could significantly increase our expenses and otherwise result in delays, a reduction in functionality, or errors or failures of our solution until equivalent technology or content is either developed by us or, if available, identified, obtained through purchase or license, and integrated into our solution. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenues from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and materially and adversely affect our business and results of operations.

If we fail to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our products may become less competitive or obsolete and our results of operations would be harmed.

Our products must integrate with a variety of network and software platforms, and we need to continuously modify and enhance our products to adapt to changes in software, networking, browser and database technologies. We believe a significant component of our value proposition to customers is the ability to optimize and configure our products to integrate with our systems and those of third parties. If we are not able to integrate our products in a meaningful and efficient manner, demand for our products could decrease and our business and results of operations would be harmed.

In addition, we have a number of solutions, and maintaining and integrating them effectively requires extensive resources. Our continuing efforts to make our products more interoperative may not be successful. Failure of our products to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products, resulting in customer dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-effective manner, our products may become less marketable, less competitive or obsolete and our business and results of operations may be harmed.

Material defects or errors in our products could harm our reputation, result in significant costs to us and impair our ability to sell our products.

Software products are inherently complex and often contain defects and errors when first introduced or when new versions are released. Any defects or errors in our products could result in:

The costs incurred in correcting or remediating the impact of defects or errors in our products may be substantial and could adversely affect our operating results.

We may be subject to litigation for any of a variety of claims, which could adversely affect our business, results of operations, and financial condition.

In the ordinary course of business, we may be involved in and subject to litigation for a variety of claims or disputes and receive regulatory inquiries. These claims, lawsuits, and proceedings could include labor and employment, wage and hour, commercial, data privacy, antitrust, alleged securities law violations or other investor claims, and other matters. The number and significance of these potential claims and disputes may increase as our business expands. Any claim against us, regardless of its merit, could be costly, divert management’s attention and operational resources, and harm our reputation. As litigation is inherently unpredictable, we cannot assure you that any potential claims or disputes will not have a material adverse effect on our business, results of operations, and financial condition. Any claims or litigation, even if fully indemnified or insured, could make it more difficult to compete effectively or to obtain adequate insurance in the future.

In addition, we may be required to spend significant resources to monitor and protect our contractual, property, and other rights, including collection of payments and fees. Litigation has been and may be necessary in the future to enforce such rights. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of our rights. Furthermore, our efforts to enforce our rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of such rights. Our inability to protect our rights as well as any costly litigation or diversion of our management’s attention and resources, could have an adverse effect on our business, results of operations, and financial condition or injure our reputation.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

Some of our modules incorporate open source software, and we intend to continue to use open source software in the future. Some terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to monetize our technology platform. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source software license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license to continue offering the software or cease offering the implicated services unless and until we can re-engineer them to avoid infringement or violation. This re-engineering process could require significant additional research and development resources, and we may not be willing to entertain the cost associated with updating the software or be able to complete it successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software and, thus, may contain security vulnerabilities or infringing or broken code. Additionally, if we utilize open source licenses that require us to contribute to open source projects, this software code is publicly available; and our ability to protect our intellectual property rights with respect to such software source code may be limited or lost entirely. We may be unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, operating results and financial condition.

We may in the future be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

There is considerable patent and other intellectual property development activity in our market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in software and internet-based industries. We may receive communications from third parties, including practicing entities and non-practicing entities, claiming that we have infringed their intellectual property rights.

In addition, we may be sued by third parties for breach of contract, defamation, negligence, unfair competition, or copyright or trademark infringement or claims based on other theories. We could also be subject to claims based upon the content that is accessible from our website through links to other websites or information on our website supplied by third parties or claims that our collection of information from third-party sites without a license violates certain federal or state laws or website terms of use. We could also be subject to claims that the collection or provision of certain information breached laws or regulations relating to privacy or data protection. As a result of claims against us regarding suspected infringement, our technologies may be subject to injunction, we may be required to pay damages, or we may have to seek a license to continue certain practices (which may not be available on reasonable terms, if at all), all of which may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver our products and services and/or certain features, integrations, and capabilities of our platform. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter our products or services, which could negatively affect our business. Further, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, so any alleged infringement by us resulting in claims against such customers would increase our liability. Our exposure to risks associated with various claims, including the use of intellectual property, may be increased as a result of acquisitions of other companies. For example, we may have a lower level of visibility into the development process with respect to intellectual property or the care taken to safeguard against infringement risks with respect to the acquired company or technology. In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication, and business applications. Federal, state, or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. The adoption of any laws or regulations that could reduce the growth, popularity, or use of the internet, including laws or practices limiting internet neutrality, could decrease the demand for, or the usage of, our products and services, increase our cost of doing business, and harm our results of operations. Changes in these laws or regulations could require us to modify our platform, or certain aspects of our platform, in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees, or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based products such as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of service. Further, our platform depends on the quality of our users’ access to the internet.

Internet access is frequently provided by companies that have significant market power that could take actions that degrade, disrupt, or increase the cost of user access to our platform, which would negatively impact our business. The performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms” and similar malicious programs and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our platform could decline.

We could incur greater operating expenses and our user acquisition and retention could be negatively impacted if network operators:

In addition, national-level “fire walls” can disrupt existing usage of our applications as well as prevent expansion into certain geographies.

We are a holding company whose principal source of operating cash is the income received from our operating subsidiary.

We are dependent on the income generated by our Key Operating Subsidiary in Singapore in order to make distributions and dividends on the shares of the Key Operating Subsidiary that we own in full. The amount of distributions and dividends, if any, which may be paid to us from our Key Operating Subsidiary will depend on many factors, including the Key Operating Subsidiary’s results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governing any indebtedness, and other factors which may be outside our control. If our Key Operating Subsidiary, or any of our other Subsidiaries, do not generate sufficient cash flow, we may be unable to make distributions and dividends on our Ordinary Shares.

Changes in existing financial accounting standards or practices may harm our results of operations.

We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and interpretations that are relevant to us. Changes in existing accounting rules or practices, new accounting pronouncements, or varying interpretations of current accounting pronouncements could negatively impact our results of operations. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. GAAP is subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of SOX could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system of internal controls and integration across business systems. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our operating results.

In addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures may be useful in evaluating our operating performance. We present certain non-GAAP financial measures in this Prospectus and intend to continue to present certain non-GAAP financial measures in future filings with the SEC and other public statements. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of the Company’s Ordinary Shares.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of the Company’s Ordinary Shares.

Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of December 31 2023 and 2024, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting PCAOB of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to 1) Our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC; 2) Our lack of formal risk assessment process and internal control framework over financial reporting, including lack of a formal group-wide risk assessment process to identify, assess, address or mitigate the risks in internal control, and lack of sufficient IT general controls designed and implemented surrounding the key financial related systems.

We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including: 1) We will recruit staff with knowledge of U.S. GAAP in our financial reporting department, and are in the process of and establishing an ongoing program to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S. GAAP and SEC reporting requirement. Currently, we engaged a consulting firm with experience on U.S GAAP and SEC regulations to advise on complex accounting transactions, and standardize our financial reporting function; and (2) we are continuing to (i) set up system of internal control framework with formal documentation of polices in place, appointing independent directors, establishing an audit committee, as well as strengthening corporate governance; (ii) develop a group-wide risk assessment process to allow early detection, prevention and resolution of potential risks related to internal control, and (iii) strengthening the supervision and controls on the IT functions, including the enhancement of IT security policies and procedures setup, logical security, data backup and cyber security training.

However, we cannot assure you that we will remediate our material weaknesses in a timely manner.

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

As a result of this Offering, we will be required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company; however, we do qualify for the exemptions and transition periods available to “emerging growth companies.” As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the Jobs Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that the Board and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Risks Related to this Offering and the Trading Market

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

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

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

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

You will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of Ordinary Shares purchased.

The initial public offering price of our Ordinary Shares is substantially higher than the pro forma as adjusted net tangible book value per share of our Ordinary Shares. Consequently, when you purchase our Ordinary Shares in this Offering, upon completion of this Offering you will incur immediate dilution of US$3.92 per Ordinary Share, assuming an initial public offering price of US$4.00 per Ordinary Share, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

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

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior April 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

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

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

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

Sales of Ordinary Shares in the public market after this Offering, or the perception that these sales could occur, could cause the market price of the Ordinary Shares to decline. Immediately after the completion of this Offering, we will have 15,408,560 Ordinary Shares outstanding, assuming the underwriters do not exercise their over-allotment option. All Ordinary Shares sold in this Offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The Company and our executive officers and directors have agreed not to sell, transfer or dispose of, directly or indirectly, any of our Ordinary Shares, or securities convertible into or exercisable or exchangeable for our Ordinary Shares, for a period of 180 days following the effective date of the registration statement of which this Prospectus forms a part, subject to certain exceptions. Ordinary Shares subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the Ordinary Shares could decline. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. See also “Risk Factors—Our pre-Offering shareholders will be able to sell their shares upon completion of this Offering subject to restrictions under Rule 144 under the Securities Act.” on page 32 of this Prospectus and “Shares Eligible for Future Sale” section on page 100 of this Prospectus for more information.

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

The Company currently intends to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. However, we may rely on dividends paid to us by our subsidiaries for our cash requirements.

As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases.

We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Key Operating Subsidiary in Singapore.

The Ordinary Shares offered in this Prospectus are those of Gravity AI. Gravity AI is a holding company incorporated under the laws of the Cayman Islands with limited liability. The majority of our business operations are conducted through our Key Operating Subsidiary, and hence, our revenue and profit are substantially dependent on our Key Operating Subsidiary.

Our ability to pay dividends to our shareholders is primarily dependent upon the earnings of our Key Operating Subsidiary and its distribution of funds to us, primarily in the form of dividends. The ability of our Key Operating Subsidiary to make distributions to us depends upon, among others, their distributable earnings. The amounts of distributions that our Key Operating Subsidiary declared and made in the past are not indicative of the dividends that we may pay in the future. The Company currently intends to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

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

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

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

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

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

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

We anticipate that we will use the net proceeds from this Offering for working capital and other corporate purposes. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the market price of our Ordinary Shares.

Our status as a “foreign private issuer” under the SEC rules will exempt us from the U.S. proxy rules and the more detailed and frequent Exchange Act, reporting obligations applicable to a U.S. domestic public company.

Upon the closing of this Offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder, until March 18, 2026, when an amendment to Section 16 requiring officers and directors of “foreign private issuers” to file public reports of their share ownership becomes effective. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Shares until on or after March 18, 2026. On December 18, 2025, President Trump signed into law the HFIAA, which eliminates the exemption to comply with Section 16 of the Exchange Act. The new law will take effect on March 18, 2026. Once in effect, directors and officers of foreign private issuers will be required to publicly report their ownership in, and transactions involving, the applicable foreign private issuer’s securities to the SEC on Forms 3, 4, and 5. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

Our status as a foreign private issuer exempts us from certain of the corporate governance standards of the NASDAQ, limiting the protections afforded to investors.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the NASDAQ Listing Rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. Currently, we do not plan to rely on any home country practices with respect to our corporate governance after we complete this Offering. Under NASDAQ Listing Rules, we may in the future decide to use the home country practices exemption with respect to some or all of the other corporate governance rules, provided that we disclose the requirements we are not following and describe the home country practices we are following. However, 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 NASDAQ corporate governance listing standards applicable to U.S. domestic issuers.

Our status as a foreign private issuer under the NASDAQ Listing Rules will allow us to adopt certain home country practices in relation to corporate governance matters which may differ significantly from the NASDAQ corporate governance listing standards applicable to a U.S. domestic NASDAQ listed company.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the NASDAQ Listing Rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. Currently, we do not plan to rely on any home country practices with respect to our corporate governance after we complete this Offering. Under the NASDAQ Listing Rules, we may in the future decide to use the home country practices exemption with respect to some or all of the other corporate governance rules, provided that we disclose the requirements we are not following and describe the home country practices we are following. However, 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 NASDAQ corporate governance listing standards applicable to U.S. domestic issuers.

Anti-takeover provisions in our memorandum and articles of association may discourage, delay, or prevent a change in control.

Some provisions of our memorandum of association (the “Memorandum”) and articles of association (the “Articles of Association”), as amended from time to time (collectively the “Memorandum and Articles of Association”), which will become effective on or before the completion of this Offering, may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including, among other things, the following:

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

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

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

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

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

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

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

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

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

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our Articles of Association allow our shareholders holding shares which carry in aggregate not less than 10% of all votes attaching to the issued and outstanding shares of the Company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Advance notice of not less than seven days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person, through their authorized representative or by proxy two or more shareholders entitled to vote on resolutions of shareholders to be considered at the meeting except where there is only one shareholder entitled to vote on resolutions of shareholders to be considered at the meeting in which case the quorum shall be one shareholder.

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

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

Our pre-Offering shareholders will be able to sell their shares upon completion of this offering subject to restrictions under Rule 144 under the Securities Act.

Our pre-Offering shareholders may be able to sell their Ordinary Shares under Rule 144 after the completion of this Offering. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-Offering shares under Rule 144, they may be more willing to accept a lower sales price than the offering price. This fact could impact the trading price of the Ordinary Shares following the completion of this Offering, to the detriment of participants in this offering. Under Rule 144, before our pre-Offering shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this Offering. Our executive officers, directors and shareholders holding at least 5% or more of the voting power in the Company have agreed, subject to some exceptions, not to transfer or dispose of, directly or indirectly, any of our Shares, or any securities convertible into or exchangeable or exercisable for our Ordinary Shares, for a period of six months after the date of this Prospectus. After the expiration of the six months period, the Ordinary Shares held by our directors, executive officers and our existing shareholders may be sold pursuant to a registration statement registering the resale of such Ordinary Shares or pursuant to an exemption from registration under the Securities Act. See “Underwriting.”

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

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

Our directors and officers currently own an aggregate of 52.22% of our outstanding Ordinary Shares representing 52.22% of the total voting power, and will approximately 39.51% of our outstanding Ordinary Shares representing approximately 39.51% of the total voting power immediately after the completion of this Offering, assuming that the underwriters do not exercise their over-allotment option.

Prior to this Offering, Chen Jiangnan, our Chief executive Officer, and Hemant Kumar Bhatt, our Chief Financial Officer and Chairman of the Board, held 8.85% and 43.37% of our outstanding ordinary shares, respectfully. Together, our directors and officers collectively held an aggregate of approximately 52.22% of our outstanding Ordinary Shares representing approximately 52.22% of the total voting power of our outstanding Ordinary Shares.

Immediately after this Offering, Chen Jiangnan, our Chief executive Officer, and Hemant Kumar Bhatt, our Chief Financial Officer and Chairman of the Board, will hold 6.70% and 32.81% of our outstanding ordinary shares, respectfully. Together, our directors and officers will collectively hold an aggregate of approximately 39.51% of our outstanding Ordinary Shares representing approximately 39.51% of the total voting power of our outstanding Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option.

While the Board does not consider the Company to be a controlled company under NASDAQ corporate governance rules as Chen Jiangnan and Hemant Kumar Bhatt does not have any agreement with regards to voting as a group, and individually, each of these directors and officers hold less than 50% of our outstanding shares and voting power immediately after this Offering, these directors and officers could have significant influence on determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. In cases where their interests are aligned and they vote together, these directors and officers will also have the power to prevent or cause a change in control. Without the consent of some or all of these shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of these directors and officers may differ from the interests of our other shareholders. The concentration in the ownership of our Ordinary Shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our beneficial owners and their affiliated entities, see “Principal Shareholders.”

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

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Memorandum and Articles of Association, as amended and by the Companies Act (As Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the English courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman Islands courts are also unlikely to impose liabilities against us in original actions brought in the Cayman Islands, based on the civil liability provisions of U.S. securities laws, so far as the liabilities imposed by those provisions are penal in nature.

Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

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

Risks Related to Regulations and Litigation

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

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “goal”, “objective”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” and “ongoing”, or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Prospectus are based upon information available to us as of the date of this Prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about:

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

USE OF PROCEEDS

Based upon an initial public offering price of US$4.00 per Ordinary Share, we estimate that we will receive net proceeds from this Offering, after deducting the estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses payable by us, of approximately US$12.61 million, if the underwriters do not exercise their over-allotment option, and US$14.67 million if the underwriters exercise their over-allotment option in full.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$4.00 per Ordinary Share would increase (decrease) the net proceeds to us from this Offering by US$3.44 million, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this Prospectus, remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. An increase (decrease) of 100,000 in the number of Ordinary Shares we are offering would increase (decrease) the net proceeds to us from this Offering by US$0.37 million, assuming the assumed initial public offering price remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated Offering expenses payable by us.

The primary purposes of this Offering are to create a public market for our Ordinary Shares for the benefit of all shareholders. We intend to use the net proceeds of this offering as follows:

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, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. As of the date of this Prospectus, we have no understandings, agreements or commitments for particular uses of the net proceeds from this offering and have not currently identified any targets for acquisition of companies and/or formation of joint ventures. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe in this Prospectus.

To the extent that the net proceeds we receive from this Offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY 

We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, and we do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

During the years ended December 31, 2023 and 2024, Gravity AI did not declare or pay any dividends or distributions and there was no transfer of assets among Gravity AI and its subsidiaries. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments.

The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the Cayman Islands Act and our Memorandum and Articles of Association, our Board of Directors may by resolution, authorize a distribution (which includes a dividend) by our Company to our shareholders if our Board of Directors are satisfied, on reasonable grounds, that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due in the ordinary course of business.

We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders, we rely on dividends paid to us by our subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our Key Operating Subsidiary.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.

CAPITALIZATION

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

You should read this information together with our audited consolidated and combined financial statements appearing elsewhere in this Prospectus and the information set forth under the sections titled “Exchange Rate Information”, “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$4.00 per Ordinary Share would increase (decrease) pro forma as-adjusted additional paid-in capital by approximately US$3.43 million, and pro forma as-adjusted total equity by approximately US$3.43 million, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this Prospectus, remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. An increase (decrease) of 100,000 in the number of Ordinary Shares we are offering would increase (decrease) the pro forma as-adjusted additional paid-in capital by approximately US$0.37 million, and pro forma as-adjusted total equity by approximately US$0.37 million, assuming the assumed initial public offering price remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

DILUTION

If you invest in our Ordinary Shares in this offering, your interest will be immediately diluted to the extent of the difference between the initial public offering price per Ordinary Share in this offering and the net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share. As of June 30, 2025, we had a historical net tangible book value of negative US$11.32 million, or negative US$0.97 per Ordinary Share. Our net tangible book value per Ordinary Share represents total net tangible assets less intangible asset, all divided by the number of Ordinary Shares outstanding as of June 30, 2025.

After giving effect to the receipt of the additional long-term loan of SGD300,000 (approximately US$235,868) from GLDB on December 16, 2025 and the recapitalization effectuated on February 4, 2026, our pro forma net tangible book value at June 30, 2025 would have been negative US$11.32 million, or negative US$0.97 per Ordinary Share.

After giving effect to the issuance and sale of Ordinary Shares in this offering at the assumed initial public offering price of US$4.00 per Ordinary Share, we will have 15,408,560 Ordinary Shares outstanding, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value would have been US$1,295,106, or US$0.08 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$1.05 per Ordinary Share to existing investors and immediate dilution of US$3.92 per Ordinary Share to new investors.

The following table illustrates this dilution to new investors purchasing Ordinary Shares in this offering:

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per Ordinary Share after this offering would be US$3,353,856, the increase in pro forma as adjusted net tangible book value per Ordinary Share to existing shareholders would be US$1.18, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be US$3.79.

A US$1.00 increase (decrease) in the initial public offering price of US$4.00 per Ordinary Share would increase (decrease) the pro forma as adjusted net tangible book value after giving effect to this offering by US$3.43 million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by US$0.23 per Ordinary Share, and the dilution in the pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by US$0.23 per Ordinary Share, assuming no change to the number of Ordinary Share offered by us as set forth on the front cover of this Prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 100,000 in the number of Ordinary Shares we are offering would increase (decrease) the pro forma as adjusted net tangible book value after giving effect to this offering by US$0.36 million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by US$0.03 per Ordinary Share, and the dilution in the pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by US$0.03 per Ordinary Share, assuming the assumed initial public offering price remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

To the extent that we issue additional Ordinary Shares in the future, there will be further dilution to new investors participating in this offering.

The following table summarizes, on an as adjusted basis as of June 30, 2025, the differences between the existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this offering, the total consideration paid and the average price per Ordinary Shares paid at the assumed initial public offering price of US$4.00 per Ordinary Shares, before deducting estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses. The total number of Ordinary Shares does not include Ordinary Shares issuable upon the exercise of the over-allotment option granted to the underwriters.

CORPORATE HISTORY AND STRUCTURE

Corporate History and Structure

As at the date of this Prospectus, the ownership of our subsidiary are as follows:

Corporate reorganization

In anticipation of IPO in the United States, the Company undertook an equity restructuring (“Reorganization”) in 2025 through the following steps:

The Company, incorporated on June 27, 2025 under the laws of the Cayman Islands, as an investment holding company of the Group.

On August 19, 2025, the Company issued 182,165 ordinary shares in total, with a par value of US$0.0005 each, to the existing shareholders of Gravity Supply Chain Holdings Pte. Ltd. (“Gravity SG”).

Effective on August 19, 2025, the Company acquired 100% equity interest of Gravity SG from its shareholders for the consideration of 182,165 ordinary shares, and ultimately obtained control in Gravity SG and its subsidiary.

Recent developments

On February 4, 2026, the Company effectuated a recapitalization in which each ordinary share was subdivided into 64 ordinary shares, resulting in 6,400,000,000 shares authorized, and 11,658,560 and 11,658,560 shares issued and outstanding, as of December 31, 2024 and June 30, 2025, respectively. The par value was changed from $0.0005 to $0.0000078125 after such share split.

As a result of the recapitalization, all share and per share data in the combined financial statements have been retrospectively adjusted to all periods presented.

During the six months ended June 30, 2024, the convertible loans from Mr. Hemant Bhatt of US$535,500 and the convertible loans from Mr. Kshitej Bahl of US$200,000 were converted into equity shares of Gravity SG, which were corresponding to in total of 142,976 ordinary shares issuance of the Company after presented on a retrospective basis.

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

You should read the following discussion of our financial condition and results of operations in conjunction with the combined financial statements and the notes to those statements included elsewhere in this Prospectus. The discussion in this Prospectus contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Prospectus should be read as applying to all related forward-looking statements wherever they appear in this Prospectus. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” as well as those discussed elsewhere. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Gravity AI is a Cayman Islands company. As of the date of this Prospectus, we conduct our key operations through Gravity SG, our Singapore key operating subsidiary. As of the date of this Prospectus, we also operate our Hong Kong subsidiary, Gravity HK, and its UK branch, Gravity UK, as cost centers.

Through the operations of Gravity SG, we specialize in Cloud-Based Enterprise Technology, with a core focus on global supply chain visibility and execution. We primarily serve global logistics service providers (“LSPs”), who are our customers. These LSPs then white label our technology platform to resell to a range of end-customers, such as electronics suppliers, industrial technology manufacturer, multinational food and beverage and life science corporations. Our technology platform integrates with end-customer’s ERP (Enterprise Resource Planning) systems, enabling them seamless collaboration with all key stakeholders throughout their entire supply chain.

We integrate our proprietary technology platform with additional data from external data providers, to deliver a digitally connected, comprehensive, and synchronized end-to-end view of an end-customer’s global supply chain. End-customers have complete control of their supply chain, and are able to also utilize our intuitive dashboard to mitigate risk as they arise, enabling optimization and decision-making with certainty through data-driven analytics, in a seamless process. Through this visibility and increased operational efficiencies, our technology platform impacts our end-customers’ top and bottom lines.

Our senior management are logistics and supply chain veterans with deep insights into the difficulties encountered in supply chain logistics. Over the years, we have continued to secure agreements with global LSP, including LSPs ranked in the top twenty globally in terms of scale.

The supply chain visibility and execution software market is highly competitive, characterized by specialized platforms that emphasize real-time tracking and analytics and broader solutions that integrate order management, planning, and logistics orchestration. As estimated, there are over 1,000 participants in the market, from startups to established vendors, driven by e-commerce and ESG demands. Key differentiators, such as multimodal tracking, predictive ETAs, and ecosystem integrations, drive competition, though challenges like data silos and cybersecurity persist.

Gravity AI’s competitive edge lies in its unique “First Mile” focus, no-CapEx integration, user-friendly multilingual dashboards, robust data ecosystem, strategic LSP partnerships, ESG and financing innovations, and experienced leadership. These advantages enable the Group to differentiate itself against major players, offering tailored, cost-efficient solutions that address critical market needs like risk mitigation, scalability, and regulatory compliance, driving client adoption and operational success in the dynamic market.

For the years ended December 2023 and 2024, and for the six months ended June 30, 2025, we recorded net loss of US$2.39 million, US$1.91 million and US$1.38 million, respectively; and negative cash flows from operating activities of US$2.36 million, US$1.36 million and US$0.93 million, respectively. In light of significant operating losses and negative cash flows from operating activities historically, we have developed the following plans for achieving profitability and positive cash flows from operating activities in the future: 

The execution of our strategic plans is contingent upon the successful market acceptance of our premium features and the continued digitization of the global supply chain. To fund operations through the period preceding positive cash flow, we would need to secure necessary working capital financing.

Key Factors that Affect Our Results of Operations

Our business and results of operations are affected by a number of factors. While these factors present significant opportunities for our business, they also pose important risks and challenges we need to successfully address in order to growth our business.

Our ability to retain and expand our global customer base

Our results of operations are dependent upon our ability to expand and maintain our global customer base. To attract new customers, the Gravity Platform targets Global Logistics Service Providers (LSPs). Our strong relationships with LSPs have been crucial to our successes. To diversify our demand points and hence accelerate our growth, we plan to also add a direct-to-BCO/Brands strategy into our operations. This initiative involves expanding our team to include a dedicated sales and marketing team focused on directly engaging with beneficial cargo owners (“BCO”) and brands. This direct approach not only enhance our platform brand visibility and reputation within the industry, but also allows us to better understand their specific challenges and tailor our solutions to meet their unique needs, fostering greater loyalty and deeper product integration.

Our ability to provide high-quality product and service offerings

Our product focuses extensively in the First Mile, the beginning stage of production and manufacturing. Gravity platform enables users to collaborate with vendors and suppliers (including factories), to take proactive action long before issues arising. By integrating with users’ existing systems, providing an intuitive user interface and leveraging our connectors, we deliver actionable, data-driven insights. This allows our users to identify and mitigate risks early, preventing potential impacts to customer demand and planned deliveries. With the Gravity Platform, users can make business-critical decisions with confidence, shifting from a reactive approach to a proactive, strategic one.

Additionally, our product has high compatibility and integrates seamlessly with users’ existing systems, requiring no additional capital expenditures. Gravity Platform is designed to wrap around users’ current infrastructure, filling in data gaps with external information to create a complete, unified picture. By sitting on top of various operating systems, our platform provides user with a comprehensive, integrated and synchronized view of the entire supply chain. This high level of compatibility maximizes our addressable customer base by ensuring our solution works with users’ current setup, reducing their costs and expenses.

Our ability to evolve with technological advances

The supply chain management market is growing significantly due to the rising complexity of global trade, increased demand for operational transparency, and the need for flexibility in handling disruptions. Global LSPs are focusing on comprehensive visibility, predictive analytics, and real-time collaboration tools to retain and grow revenues, boost efficiency and cut costs. Recent global challenges have accelerated the move toward digitized, adaptable supply chains, prompting businesses to adopt technology-driven solutions for quicker decision-making.

We believe technological advances are shaping higher customer expectations for intelligent integrated solutions and solution response speed. Our ability to continuously improve and optimize user experience will be an important contributor to our future revenue growth. We strive to move beyond end-to-end supply chain management technology, and enhance the integration of Artificial Intelligence (AI) and Machine Learning (ML) across our entire platform, in order to offer value-added technology modules that address some of the increasingly complex challenges in supply chain management and create cost-effective solutions for the end-customers.

Our ability to control costs and expenses and enhance operational efficiency

Our results of operations have been, and will continue to be, affected by our ability to control costs and expenses and enhance our operational efficiency. Cost-effectiveness is the key to our operational management and profitability. Technology support expenses have historically represented a large portion of our total costs and expenses, consisting primarily of payroll expenses for engineering team and product team. As our business grows, we aim to further improve our operational efficiency by developing technologies and infrastructure across different business functions. We expect to achieve greater operating leverage and increase the productivity of our personnel, which would allow us to acquire customers more cost-effectively and achieve higher operational efficiency.

Our ability to leverage the capabilities of experienced management team

Our leadership team is comprised of senior professionals with deep expertise in the logistics and supply chain industries. They have a proven history of guiding multinational and publicly traded companies on both a regional and global scale. For instance, our Chairman and Chief Financial Officer, Mr. Hemant Kumar Bhatt, served for nine years on the Singapore Stock Exchange (SGX) Disciplinary Committee. This experience highlights the team’s significant public market insight, complementing their strong technical and industry knowledge. This unique combination of expertise allows us to respond swiftly and effectively to evolving market dynamics, giving us a crucial competitive edge.

Results of Operations

The following table sets forth a summary of our combined results of operations, in absolute amount and as a percentage of our revenues for the years ended December 31, 2023 and 2024 and for the six months ended June 30, 2025. This information should be read together with our combined financial statements and related notes included elsewhere in this Prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future periods.

Key Components of Results of Operations

Revenues

We are principally engaged in the supply of technology and applications. We enter into standard service agreements with customers that contain multiple performance obligations, comprising of the sale of software-as-a-service (“SaaS”) subscription and other development services, and generates revenues from therein. The following table sets forth a breakdown of our revenues, in absolute amounts and as percentages of total revenues, for the periods indicated.