{"url_path":"/sec/apex/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 ****KEY","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2069858/0001213900-26-054917-index.html","accession_number":"0001213900-26-054917","cik":"0002069858","ticker":"APEX","issuer_name":"APEX Global Solutions Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2069858/0001213900-26-054917-index.html","primary_entity_key":"0002069858","primary_entity_name":"APEX Global Solutions Ltd"},"word_count":16336,"has_tables":true,"body_markdown":"**ITEM 3.****KEY\nINFORMATION**\n\n** **\n\n**3.A.\n[Reserved]**\n\n** **\n\n**3.B.\nCapitalization and Indebtedness**\n\n** **\n\nNot\nApplicable.\n\n \n\n**3.C.\nReasons for the Offer and Use of Proceeds**\n\n** **\n\nNot\nApplicable.\n\n \n\n**3.D.\nRisk Factors**\n\n** **\n\n*An\ninvestment in our Class A Ordinary Shares involves a high degree of risk. You should carefully consider the following risk factors, together\nwith the other information contained in this annual report, before purchasing our Class A Ordinary Shares. We have listed below (not necessarily\nin order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they\ndo not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition,\nresults of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this annual\nreport, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled\n“Introductory Notes—Special Note Regarding Forward-Looking Statements.” *\n\n* *\n\n**Risks\nRelated to Our Business and Industry**\n\n** **\n\n**We\nmay fail to expand our service offerings, successfully enter new markets, or adapt to industry changes.**\n\n \n\nOur\nfuture success may be influenced by our ability to expand our range of corrosion prevention and maintenance services, enter new markets,\nand adapt to changing client needs in the marine, oil & gas, and industrial sectors. There are substantial risks and uncertainties\nassociated with these efforts, particularly in markets where demand may not yet be fully developed. We may invest significant time and\nresources in developing new service capabilities, acquiring necessary certifications, or adapting our business model to new industry\nstandards. However, initial projections for service adoption and profitability may not be achieved, and unforeseen operational challenges\nmay arise.\n\n \n\nExternal\nfactors such as compliance with safety and environmental regulations, competition from alternative service providers, and shifts in industry\ntechnology may also impact the successful implementation of new service offerings. Additionally, some of our clients may be slow to adopt\nnew corrosion prevention methods or may opt for competing solutions that do not align with our expertise. Any failure to successfully\nimplement new services or meet evolving customer expectations could negatively affect our market positioning and financial performance.\n\n \n\nEven\nif we successfully expand into new regions or introduce new services, there is no guarantee that these efforts will generate the expected\nreturns. Unanticipated costs, market resistance, or operational inefficiencies could limit the profitability of expansion initiatives.\nTo mitigate these risks, we must conduct thorough market research, establish strong local partnerships, and ensure that our expansion\nstrategies align with regional industry demands and regulatory requirements.\n\n * *\n\n1\n\n \n\n* *\n\n**Although\nour revenues have grown in recent periods, our net income has declined, and we may be unable to manage our growth effectively or sustain\nprofitability, which may adversely affect our business, financial condition, and results of operations.**\n\n* *\n\nOur\nbusiness has grown rapidly in terms of revenue, and this growth has placed, and may continue to place, significant demands on our management\nand our operational, compliance, and financial infrastructure. Our total revenues increased by S$264,956, or 3.05%, to S$8,961,092 (approximately\n$6,969,041) for the year ended December 31, 2025, compared to S$8,696,136 for the year ended December 31, 2024 and S$8,000,921 for the\nyear ended December 31, 2023. However, our net income decreased by S$359,083, or 26.27%, to S$1,007,985 (approximately $783,910) for\nthe year ended December 31, 2025, compared to S$1,367,068 for the year ended December 31, 2024, although net income for the year ended\nDecember 31, 2024 had increased from S$103,682 for the year ended December 31, 2023. The decline in net income in 2025 was primarily\nattributable to higher operating expenses, including bad debts written off, operating lease expense, staff costs, and workers’\nlodging and expenses, together with a decrease in other income. This trend illustrates that increases in revenue may not translate into\ncorresponding increases in profitability. Our historical revenue growth may not be indicative of our future growth or financial results,\nand there is no assurance that we will be able to maintain our historical revenue growth rates or to restore or improve our profitability\nin future periods. Our ability to manage our growth effectively will require us to continue to expand our operational, compliance, and\nfinancial infrastructure and to continue to retain, attract, train, motivate, and manage employees. Continued growth may strain our ability\nto develop and improve our operational, compliance, financial, and management controls, enhance our reporting systems and procedures,\nrecruit, train, and retain highly skilled personnel, maintain customer satisfaction, and maintain our corporate culture. If we do not\neffectively manage the growth of our business and operations, or if we are unable to control operating expenses as we grow, the quality\nof our services may suffer, our profitability may continue to decline, or we may be subject to regulatory scrutiny or enforcement, which\nmay harm our brand and our ability to attract and retain customers. These factors may adversely affect our business, financial condition,\nand results of operations.\n\n \n\n**Our\nbusiness depends on our key management and skilled technical staff, and our operations may be adversely affected if we are unable to\nrecruit and retain them.**\n\n \n\nOur\nbusiness operations rely on the expertise and leadership of our senior management team, as well as the technical skills of our engineers,\ntechnicians, and operational specialists. Our ability to successfully deliver high-quality corrosion prevention and industrial maintenance\nservices depends on retaining experienced personnel who possess deep industry knowledge and hands-on expertise. While we offer competitive\nincentives and training programs to attract and retain skilled employees, we cannot guarantee that key personnel will remain with us\nin the long term. If we are unable to maintain a stable leadership team and workforce, our service quality, client relationships, and\noverall operational efficiency may be negatively impacted.\n\n \n\nAdditionally,\nthe specialized nature of our industry makes it challenging to replace senior management and highly skilled workers quickly. The loss\nof key employees, particularly those with extensive experience in marine and industrial corrosion prevention, could disrupt ongoing projects\nand delay service execution.\n\n \n\nFurthermore,\nthere is a risk that key employees could join competitors or establish competing businesses, leveraging their knowledge of our operations,\nclients, and proprietary service techniques. While we have employment agreements and confidentiality measures in place, enforcing them\ncan be challenging, particularly across multiple jurisdictions. If any legal disputes arise related to non-compete or confidentiality\nagreements, we may incur significant costs to protect our business interests.\n\n** **\n\n**Certain\ncustomers contributed a significant percentage of our total revenue during the fiscal years ended December 31, 2025, 2024, and 2023,\nand losing one or more of them could result in a material adverse impact on our financial performance and business prospects.**\n\n** **\n\nFor\nthe fiscal year ended December 31, 2025, we had 3 customers, each of whom contributed more than 10% of the Company’s total revenues.\nThese customers accounted for 36%, 30%, and 11% of the Company’s total revenues, respectively. For the fiscal year ended December\n31, 2024, we had 3 customers, each of whom contributed more than 10% of the Company’s total revenues. These customers accounted\nfor 29%, 20%, and 12% of the Company’s total revenues, respectively. For the fiscal year ended December 31, 2023, we had 2 customers,\neach of whom contributed more than 10% of the Company’s total revenues. These customers accounted for 30% and 20% of the Company’s\ntotal revenues, respectively\n\n \n\n2\n\n \n\n \n\nThere\nare a number of factors, including our performance, that could cause the loss of, or decrease in the volume of business from, a customer.\nEven though we have a strong record of performance, we cannot assure you that we will continue to maintain business cooperation with\nthese customers at the same level or at all. The loss of business from one or more of these significant customers, especially our top\ncustomers, could materially and adversely affect our revenue and profit. Furthermore, if any customer terminates its relationship with\nus, we cannot assure you that we will be able to secure an alternative arrangement with comparable clients in a timely manner, or at\nall. Moreover, due to the concentration of revenue from a few customers, our bargaining power in pricing and contract negotiations may\nbe limited. Our ability to forecast revenue and allocate resources efficiently may also be impaired, increasing the risk of overcapacity\nor underutilization.\n\n \n\n**We\nhave not entered into long-term contracts with our customers, and our failure to retain existing clients or attract new clients could\nmaterially and adversely affect our business, financial condition, and results of operations.**\n\n* *\n\nAs\nof December 31, 2025, we had 16 customers, including 8 shipyards, 4 vessel owners, and 4 customers to whom we provided manpower supply\nservices. We have not entered into formal long-term contracts with our customers, and instead rely on recurring work orders and repeated\nengagements to maintain these relationships. There is no guarantee that we will be able to retain our existing clients or that they will\ncontinue to place orders with us in the future.\n\n \n\nAdditionally,\nour ability to retain existing clients in the corrosion prevention and industrial maintenance sector depends on multiple factors, some\nof which are beyond our control. Clients may choose to switch to competitors if we fail to offer cost-effective solutions, maintain high\nservice quality, or adapt to changes in industry regulations and technological advancements. If our pricing is not competitive or if\nour service execution does not meet client expectations in terms of efficiency and quality, we risk losing business to alternative providers.\nEven when we deliver services in a timely manner and at competitive rates, we cannot guarantee client retention, as factors such as shifting\nbusiness strategies, budgetary constraints, and external economic conditions could influence client decisions.\n\n \n\nFurther,\nattracting new clients and expanding our market presence requires continuous investment in marketing, business development, and service\ninnovation. The effectiveness of these efforts may vary depending on market demand, industry trends, and regulatory shifts. Despite our\ninitiatives to strengthen client relationships and broaden our reach, we may not be able to achieve the expected growth in our client\nbase. If we fail to attract new customers or retain existing ones, our revenue streams and business prospects could be materially and\nadversely affected. To mitigate this risk, we must continuously enhance our service offerings, strengthen client engagement strategies,\nand monitor market trends to align our solutions with evolving industry needs.\n\n \n\n**Supply\nchain disruptions and material shortages may affect our ability to provide services efficiently.**\n\n** **\n\nWe\nrely on a stable supply of raw materials such as industrial coatings, blasting media, and specialized equipment to perform our services.\nDisruptions in the global supply chain due to geopolitical tensions, trade restrictions, or shipping delays could lead to shortages or\nprice volatility for critical materials. Rising transportation costs and fluctuating exchange rates may also impact our procurement strategies,\nincreasing overall operational expenses.\n\n \n\nIf\nwe are unable to secure essential materials in a timely and cost-effective manner, our ability to meet project deadlines and fulfill\nclient contracts could be compromised. To reduce exposure to supply chain risks, we must establish strong relationships with multiple\nsuppliers, explore local sourcing options where feasible, and implement contingency planning to ensure business continuity during periods\nof supply disruption.\n\n \n\n**Our\nreliance on a limited number of key suppliers for materials and equipment essential to our operations could expose us to supply chain\ndisruptions, cost volatility, and operational delays.**\n\n \n\nWe\nsource a substantial portion of our essential materials and equipment from a concentrated group of suppliers. For the fiscal year ended\nDecember 31, 2025, 2 suppliers accounted for approximately 35% and 15% of our total purchases, respectively. For the fiscal year ended\nDecember 31, 2024, two suppliers accounted for approximately 54% and 15% of our total purchases, respectively. For the fiscal year ended\nDecember 31, 2023, two suppliers accounted for approximately 42% and 16% of our total purchases, respectively.\n\n \n\nOur\nlargest supplier, the one who accounted for 35%, 54%, and 42% of our total purchases in the fiscal years ended December 31, 2025, 2024,\nand 2023, is Jebs Enterprise Pte. Ltd., a related party controlled by Mr. Goh Kwang Yong, our Chief Executive Officer and Chairman. We\nhave entered into a master equipment lease agreement with Jebs Enterprise Pte. Ltd., a copy of which is filed as an exhibit to this annual\nreport. See also “*Risk Factors—Risks Related to Our Business and Industry—Our involvement in related party transactions\nmay give rise to potential conflicts of interest, and such transactions may not always be conducted on terms most favorable to us*”\nbelow.\n\n \n\n3\n\n \n\n \n\nThese\nsuppliers provide critical components, including high-pressure machines, personal protective equipment (PPE), chemical servicing supplies,\nconsumables, and diesel for equipment.\n\n \n\nThe\nloss of any major supplier, or a significant reduction in the availability of materials from these suppliers, whether due to operational\ndisruptions, financial instability, pricing disputes, or other unforeseen circumstances, could adversely impact our ability to deliver\nservices. Moreover, any delays in procurement or unexpected cost increases could result in project delays, reduced service quality, and\nmargin compression.\n\n \n\nAlthough\nwe believe that, in the event of any disruption or termination of our current supplier relationships, we would be able to identify and\nsecure replacement suppliers at reasonable costs and without significant delay or operational disruption, there can be no assurance that\nsuitable replacements would be available on favorable terms or within the required timeframe. Additionally, our reliance on a concentrated\ngroup of key suppliers increases our exposure to individual supplier risk, which could have a material adverse effect on our business,\nresults of operations, and financial condition.\n\n \n\n**Labor\nmarket challenges and workforce availability could impact service delivery.**\n\n** **\n\nOur\noperations require skilled labor, including technicians trained in blasting, coating, and industrial maintenance. Singapore’s tight\nlabor market, coupled with restrictions on foreign worker permits, may limit our ability to recruit and retain qualified employees. Rising\nlabor costs, driven by government policies aimed at reducing reliance on foreign labor, could further increase operational expenses.\n\n \n\nMoreover,\nsafety regulations and industry certification requirements necessitate continuous investment in employee training and compliance programs.\nA shortage of skilled personnel could lead to delays in service execution, reduced productivity, and increased recruitment and retention\ncosts. To address these challenges, we must develop workforce training initiatives, invest in automation where feasible, and enhance\nemployee retention strategies to maintain a skilled and motivated workforce.\n\n \n\n**The\nCompany has incurred indebtedness and may incur other debt in the future, which may adversely affect its financial condition and future\nfinancial results.**\n\n \n\nAs\nof December 31, 2025, 2024, and 2023, we had total bank borrowings of approximately and S$2.9 million, S$4.1 million and S$4.3 million,\nrespectively, consisting of term loans that bear annual interest rates ranging from 2.3% to 10.0% in 2025 and from 2.0% to 10.0% in both\n2024 and 2023, and invoice financing payable on demand. These borrowings were obtained from financial institutions in Singapore. The\nmajority of our outstanding debt is due within the next 12 months, which may place pressure on our short-term liquidity. Additionally,\nour borrowings are personally guaranteed by directors, which could further complicate our financial risk exposure.\n\n \n\nExisting\ndebt, and any debt that we may incur in the future, may adversely affect our financial condition and future financial results by, among\nother things:\n\n \n\n \n●\nincreasing\nour vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;\n\n \n\n \n●\nrequiring\nthe dedication of a portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected\ncash flow available for other purposes, including capital expenditures; and\n\n \n\n \n●\nlimiting\nour flexibility in planning for, or reacting to, changes in our businesses and our industries.\n\n \n\nIf\nwe are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things,\nto seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sell selected\nassets or reduce or delay planned capital, operating or investment expenditures. Such measures may not be sufficient to enable us to\nservice our debt. \n\n \n\n4\n\n \n\n \n\n**Our\ninvolvement in related party transactions may give rise to potential conflicts of interest, and such transactions may not always be conducted\non terms most favorable to us.**\n\n \n\nWe\nhave engaged, and expect to continue to engage, in transactions with related parties. For the fiscal years ended December 31, 2025, 2024,\nand 2023, we entered into various related party transactions with companies controlled by Mr. Goh Kwang Yong, our Chief Executive Officer\nand Chairman. For example, in 2025, we incurred rental expenses of S$720,958 (approximately $560,689) for equipment leased from Jebs\nEnterprise Pte. Ltd., a company controlled by Mr. Goh Kwang Yong.\n\n \n\nIn\naddition, historically, we have provided advances to related parties to support operational needs, working capital requirements, and\ntimely payments for goods and services in the ordinary course of business. These advances were unsecured, interest-free, and repayable\non demand, without formal agreements or fixed repayment schedules. During 2024, we made advances to related parties, net of repayments,\namounting to S$779,558. No advances were made to related parties in 2025. While such arrangements facilitated operational flexibility\nand resource sharing, they also exposed us to certain risks, including the potential for delayed repayment, disputes regarding the timing\nor amount of repayment, and challenges in enforcing repayment obligations due to the informal nature of these transactions. Following\nthe full settlement of outstanding amounts due from Jeneric Holdings in April 2025, we have not provided any additional advances to related\nparties and do not expect to do so going forward. However, there can be no assurance that we will not be required to provide such advances\nin the future due to unforeseen business needs. If we are required to provide advances to related parties in the future, we may again\nbe exposed to the risks associated with such transactions, including potential negative impacts on our liquidity, financial position,\nand results of operations.\n\n \n\nFor more information of related party transactions,\nplease see “Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transaction.”\n\n \n\nThere\ncan be no assurance that future related party transactions will be entered into on terms as favorable to us as those that may be available\nfrom unrelated third parties. Transactions with related parties may involve conflicts of interest and may not be subject to the same\nlevel of scrutiny as transactions with independent parties. Such arrangements may also raise concerns among investors, creditors, or\nregulators regarding corporate governance and fairness.\n\n \n\nIf\nwe are unable to adequately manage related party transactions or if such transactions are perceived as unfair or not transparent, our\nreputation could be adversely affected. In addition, any dispute or change in relationship with a related party could disrupt our operations\nor result in unfavorable terms, impacting our financial condition and results of operations. We continue to monitor and disclose related\nparty transactions in accordance with applicable accounting and regulatory requirements, but we cannot eliminate all risk of actual or\nperceived conflicts of interest.\n\n \n\n**We\nrely on unregistered intellectual property and contractual protections to safeguard our proprietary information, and if these protections\nare inadequate, our competitive position could be harmed.**\n\n \n\nAs\nof the date of this annual report, we do not own any patents, registered trademarks, or registered copyrights. Instead, we rely primarily\non trade secrets, proprietary know-how, customer relationships, and brand reputation to differentiate our services and maintain our competitive\nposition. To protect our proprietary information, we use internal confidentiality procedures and enter into non-disclosure agreements\nwith employees. However, there is no assurance that these measures will be sufficient to prevent the unauthorized disclosure, misappropriation,\nor use of our proprietary information by third parties.** **\n\n \n\nAdditionally,\nour ability to enforce these contractual protections may be limited by jurisdictional differences or legal constraints in certain markets\nwhere we operate. Furthermore, competitors may independently develop technologies, service methodologies, or processes that are similar\nor superior to ours without infringing on our proprietary rights. If we are unable to adequately protect our proprietary information\nor if our competitors develop similar capabilities, our business, financial condition, and results of operations could be materially\nand adversely affected.\n\n** **\n\n**APEX\nGlobal relies on dividends and other distributions on equity paid by its subsidiaries to fund any cash and financing requirements APEX\nGlobal may have, and any limitation on the ability of its subsidiaries to make payments to APEX Global could have a material adverse\neffect on our ability to conduct our business.**\n\n \n\nAPEX\nGlobal is a holding company, and it relies on dividends and other distributions on equity paid by its subsidiaries for APEX Global’s\ncash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders and\nservice any debt it may incur. While we do not expect to pay cash dividends in the foreseeable future, if our subsidiaries incur debt\non their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions\nto APEX Global.\n\n \n\n5\n\n \n\n \n\nOur\nboard of directors has complete discretion as to whether to distribute dividends, subject to certain restrictions under British Virgin\nIslands law, namely that our company may only pay dividends if our directors are satisfied, on reasonable grounds, that our company will,\nimmediately after the distribution, satisfy the solvency test, meaning that the value of our company’s assets exceeds its liabilities\nand that our company is able to pay its debts as they fall due. Even if our board of directors decides to declare and pay dividends,\nthe timing, amount, and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital\nrequirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual\nrestrictions and other factors deemed relevant by our board of directors. \n\n** **\n\n**The\ndemand for our corrosion prevention services fluctuates with market cycles and global economic conditions, which could negatively impact\nour business.**\n\n** **\n\nOur\nprimary services include hydro blasting, grit blasting, and coating/painting, catering to the marine and oil & gas industries. Demand\nfor these services depends on industry trends, technological adoption rates, and global economic conditions. A slowdown in shipbuilding,\ndecreased offshore drilling activity, or delays in infrastructure projects due to economic downturns can directly impact our business.\nAdditionally, global supply chain disruptions or financial constraints on our clients could lead to deferred maintenance and corrosion\nprevention spending, affecting our revenue streams.\n\n \n\nFurthermore,\nfluctuations in raw material costs, such as steel, abrasives, and industrial coatings, can significantly impact our operational costs\nand profitability. Economic downturns or geopolitical tensions affecting global trade can lead to price volatility and supply chain disruptions.\nThese factors can make it challenging to maintain stable pricing for our services, potentially leading to reduced margins or an inability\nto pass on increased costs to customers. To mitigate these risks, we must continuously evaluate supplier agreements, diversify sourcing\nstrategies, and optimize operational efficiencies to maintain financial stability during uncertain economic periods.\n\n \n\n**The\ntransition to sustainable and environmentally friendly solutions may require investment and adaptation.**\n\n** **\n\nThe\nindustry is experiencing increasing pressure to adopt sustainable and environmentally friendly solutions. Customers and regulators are\nshowing a growing preference for non-toxic, biodegradable coatings and surface treatments. While this presents an opportunity for differentiation,\ntransitioning to sustainable solutions may involve additional research and development expenditures. Without adequate attention to innovation,\nwe could fall behind competitors that develop more cost-effective and environmentally compliant alternatives.\n\n \n\nBeyond\nfinancial considerations, the adoption of sustainable solutions may necessitate adjustments to existing supply chains, manufacturing\nprocesses, and workforce training. Companies that do not adapt in a timely manner could experience supply chain challenges, fluctuations\nin costs for eco-friendly materials, and the need to upskill employees to work with new technologies. If we do not align with evolving\nmarket demands, we may lose customers to competitors offering more sustainable alternatives. Maintaining a balanced approach to sustainability\nwhile ensuring operational efficiency and cost-effectiveness will be important for long-term growth and compliance with industry standards.\n\n \n\n**The\nglobal transition to renewable energy and changing energy policies may affect our business and revenue streams.**\n\n** **\n\nThe\nglobal shift towards renewable energy and carbon neutrality goals could impact our oil & gas sector customers, potentially influencing\ntheir investments in offshore infrastructure and maintenance. As governments and corporations increasingly commit to reducing greenhouse\ngas emissions, there is a growing emphasis on renewable energy sources and a gradual move away from fossil fuel projects. This transition\npresents challenges, and while the extent of its effect on our services remains uncertain, it is essential to monitor these developments\nclosely.\n\n \n\nAdditionally,\nglobal initiatives such as net-zero commitments, carbon pricing, and emissions regulations may introduce changes in operating costs for\noil & gas companies. For instance, the implementation of carbon pricing mechanisms could increase operational expenses for fossil\nfuel producers, potentially leading to adjustments in maintenance and corrosion prevention budgets. The degree of impact may vary across\nregions and industry segments, influenced by local regulatory environments and the pace of policy adoption.\n\n \n\nThe\nconcept of “stranded assets” also poses a potential risk to our business. As the world transitions towards renewable energy,\ncertain fossil fuel reserves may become uneconomical to exploit, leading to asset write-downs for oil and gas companies. This could result\nin reduced capital expenditure in traditional energy infrastructure, subsequently affecting the demand for our services.\n\n \n\nHowever,\nthis transition also presents opportunities for diversification. The growing renewable energy sector requires infrastructure development\nand maintenance, areas where our expertise in corrosion prevention and maintenance could be valuable. Exploring opportunities in adjacent\nindustries, such as wind energy or sustainable infrastructure maintenance, may allow us to adapt to evolving market demands and mitigate\npotential risks associated with the decline in fossil fuel investments.\n\n \n\n6\n\n \n\n \n\n**Global\nsupply chain disruptions may increase our costs, delay service delivery, and adversely affect our operations.**\n\n \n\nWe\nrely on a range of raw materials, spares, and consumables, including industrial coatings, blasting media, and specialized equipment,\nfor the delivery of our corrosion prevention and maintenance services. Some of these inputs are sourced from international suppliers.\nAs a result, we are exposed to the risks of global supply chain disruptions, which have been intensified by post-pandemic recovery imbalances,\ngeopolitical tensions, transportation bottlenecks, and labor shortages across logistics networks. \n\n \n\nIn\nrecent periods, rising freight costs, port congestion, and restricted availability of materials have led to increased lead times and\nprice volatility. These challenges have impacted our procurement costs for spares and consumables and may continue to do so in the foreseeable\nfuture. If we are unable to secure key supplies in a timely and cost-effective manner, we may experience project delays, reduced operational\nefficiency, and erosion of profit margins. While we are taking measures to diversify our supplier base and improve inventory management,\nglobal supply chain challenges remain largely beyond our control.\n\n \n\n**Armed\nconflicts in the Middle East, including the ongoing U.S.-Iran-Israel conflict, have disrupted global energy markets and shipping lanes,\nwhich could materially and adversely affect our operations, costs, and customer demand.**\n\n \n\nOur\nbusiness is closely tied to the marine and offshore oil and gas industries, and our operations in Singapore depend on the continued vitality\nof global maritime trade and energy markets. Since late February 2026, U.S. and Israeli military operations against Iran, and Iran’s\nsubsequent retaliatory actions in the Persian Gulf, have severely disrupted shipping through the Strait of Hormuz, a waterway that carries\napproximately one-fifth of the world’s oil and a significant share of global liquefied natural gas flows. Iran has attacked vessels transiting\nthe Strait, and commercial traffic through the waterway has ground to a near halt.\n\n \n\nThese\ndevelopments have had, and may continue to have, a material impact on our business. The conflict has caused a sharp increase in global\nenergy prices. Diesel for equipment is a significant component of our cost of revenue, and marine coatings used in our services are derived\nfrom crude oil–based inputs. Any sustained increase in energy and raw material prices may materially increase our operating costs\nand compress our profit margins.\n\n \n\nThe\ndisruption has also affected the broader Singapore maritime ecosystem. Some ship operators have deferred new voyages, bunker suppliers\nhave rationed inventory and extended lead times, and MAS has warned that a prolonged disruption poses risks of higher inflation and weaker\neconomic growth. Singapore’s GDP contracted by a seasonally adjusted 0.3% on a quarterly basis in the first quarter of 2026. A reduction\nin vessel throughput at Singapore’s shipyards, or a broader economic slowdown, could reduce demand for our corrosion prevention and maintenance\nservices and negatively affect our financial performance.\n\n \n\nThe\nduration and outcome of the conflict remain highly uncertain. If hostilities escalate further or the Strait of Hormuz remains functionally\nclosed for a prolonged period, the adverse effects on our business, results of operations, and financial condition could be material.\n\n \n\n**Sustained\nincreases in energy prices and inflationary pressures could increase our operating costs and reduce our profitability.**\n\n \n\nOur\noperations are sensitive to fluctuations in energy prices and general inflationary conditions. Diesel for equipment and crude oil–derived\nmarine coatings are significant components of our cost of revenue. The ongoing conflict in the Middle East has caused Brent crude oil\nprices to surge above US$100 per barrel and has driven Singapore’s VLSFO bunker fuel prices to historic highs. Rising fuel and commodity\nprices have generated broader inflationary pressures in Singapore, leading MAS to tighten its monetary policy stance in April 2026 for\nthe first time since 2022 and raise its 2026 inflation forecasts.\n\n \n\nWe\nmay not be able to pass on increased costs to our customers in a timely manner, or at all, particularly given that we do not operate\nunder long-term contracts. If inflationary pressures persist, our profit margins could be materially compressed. Additionally, if our\nclients face their own cost pressures from higher energy prices, they may reduce or defer spending on maintenance and corrosion prevention\nservices, further adversely affecting our revenue and financial performance.\n\n \n\n7\n\n \n\n \n\n**Escalating\nglobal trade tensions, including U.S.-initiated trade actions, could exacerbate supply chain risks and impact our cost structure.**\n\n \n\nRecent\nyears have seen increasing global trade tensions, particularly due to tariffs and other trade barriers implemented by the United States\nand its trading partners. Since President Trump’s return to office in January 2025, the U.S. has implemented sweeping tariff measures\non imports from various countries, including China, Canada and Mexico, and the affected countries have imposed or indicated their intention\nto impose counter measures.\n\n \n\nOn\nFebruary 20, 2026, the U.S. Supreme Court struck down the “reciprocal” tariffs imposed under the IEEPA. In response, President\nTrump imposed a 10% tariff on nearly all countries under Section 122 of the Trade Act of 1974, effective February 24, 2026, scheduled\nto expire after 150 days. In addition, on March 11, 2026, USTR initiated new Section 301 investigations targeting 16 trading partners,\nincluding Singapore, for alleged structural excess manufacturing capacity, and on March 12, 2026, launched a second probe into 60 economies,\nincluding Singapore, regarding forced labor practices. These investigations could result in additional tariffs of 25% to 100% or more\non imports from Singapore into the United States.\n\n \n\nAlthough\nwe primarily operate in Singapore and do not directly export goods to the United States, tariffs on Singapore’s broader export sectors\ncould indirectly affect our business by reducing the competitiveness of Singapore’s shipyards in the global market. The combination of\nhigher energy costs from the Middle East conflict and potential new U.S. tariffs could weigh on overall economic growth and demand for\nour services. There continues to be significant uncertainty about the future direction of U.S. trade policies, and any further escalation\nof trade conflicts could have a material adverse effect on our business, results of operations, and financial condition.\n\n** **\n\n**Evolving\nenvironmental regulations and compliance costs could impact profitability and business operations.**\n\n** **\n\nThe\nregulatory environment for environmental protection is becoming increasingly stringent, with governments worldwide introducing new policies\naimed at reducing industrial emissions and ensuring sustainable business practices. For companies in the corrosion prevention sector,\ncompliance with these evolving regulations may require continuous investments in environmentally friendly technologies, alternative materials,\nand enhanced operational procedures. Failure to comply with such regulations may result in significant fines, operational shutdowns,\nor loss of certifications necessary for bidding on projects.\n\n \n\nAdditionally,\nas international environmental policies align with global climate goals, businesses are expected to meet higher sustainability benchmarks.\nThis could mean increased compliance costs related to emission reduction, waste disposal, and the adoption of non-toxic materials. These\nadditional costs could impact profitability, especially if competitors successfully innovate cost-effective solutions faster than we\ndo. To mitigate these risks, we must proactively monitor regulatory changes to stay ahead of compliance requirements.\n\n** **\n\n**Our\nblasting, maintenance, and coating processes expose workers to health and safety risks, which could lead to operational disruptions,\nregulatory penalties, and liability concerns for our company.**\n\n** **\n\nThe\nblasting, maintenance, and coating processes involved in corrosion prevention may expose workers to hazardous conditions, including inhalation\nof toxic dust, exposure to volatile organic compounds (VOCs), and risks from high-pressure equipment. Sandblasting, for example, generates\nfine particulate matter that can cause respiratory diseases such as silicosis if proper protective measures are not in place. Additionally,\nprolonged exposure to paint fumes and coatings with hazardous chemicals can lead to long-term health effects, including neurological\ndisorders and skin conditions. Ensuring worker safety requires stringent compliance with occupational health regulations, the use of\npersonal protective equipment (PPE), and proper ventilation systems, all of which increase operational costs.\n\n \n\nFailure\nto implement robust labor protection measures can lead to workplace accidents, regulatory penalties, and potential legal liabilities.\nRegulatory bodies impose strict safety standards, and non-compliance can result in hefty fines, suspension of operations, or even criminal\nliability for the company. Furthermore, worker injuries and health hazards can lead to reputational damage and labor disputes, affecting\nproductivity and employee retention. Our ability to maintain compliance with labor protection laws and invest in worker safety initiatives\nis crucial in minimizing these risks and ensuring sustainable operations.\n\n \n\n8\n\n \n\n \n\n**Increasingly\nstringent environmental and safety regulations may result in higher compliance costs and operational constraints.**\n\n** **\n\nWe\nare subject to stringent environmental and safety regulations in the jurisdictions where we operate. Compliance with these regulations\nmay require substantial expenditures for environmental monitoring, equipment upgrades, and operational modifications. Failure to comply\ncould result in fines, penalties, or restrictions on our operations.\n\n \n\nEnvironmental\nconcerns have led to increasingly strict emissions standards and waste disposal regulations, particularly in Singapore, where environmental\nsustainability is a key national priority. The National Environment Agency (NEA) of Singapore imposes stringent regulations regarding\nwaste management, emissions control, and hazardous material handling, requiring companies to adopt best practices in sustainability and\npollution prevention. Compliance with these requirements may necessitate operational adjustments, additional investments in waste treatment\ntechnologies, and ongoing employee training to ensure adherence to local environmental standards.\n\n \n\nIn\naddition to national regulations, international environmental policies such as the International Maritime Organization’s (IMO)\nMARPOL Annex VI set emissions limits for marine industry operations, affecting our work in ship maintenance and corrosion prevention.\nCompliance with these standards may require investment in environmentally friendly coatings, changes in operational procedures, and obtaining\nnew certifications. Non-compliance could lead to fines, project suspensions, or reputational risks that impact our ability to secure\nfuture contracts. As Singapore continues to enhance its sustainability framework, adapting to evolving regulatory expectations will be\ncritical for maintaining operational efficiency and market competitiveness.\n\n \n\n**Frequent\nchanges in government policies, regulatory frameworks, and legal requirements may disrupt our business operations.**\n\n** **\n\nChanges\nin environmental laws, health and safety standards, labor laws, or other regulations could increase our compliance costs and affect our\nability to operate efficiently. Government policies fluctuate frequently, requiring businesses to adapt quickly to new regulations or\nrisk fines, operational shutdowns, or legal liabilities. Policy uncertainty, such as shifts in industrial taxation rates, licensing requirements,\nand labor laws, can create unpredictability in long-term strategic planning. If we fail to comply with new or existing regulations, we\ncould face legal liability or operational disruptions, potentially affecting our profitability and reputation.\n\n \n\nAdditionally,\ndiffering regulatory frameworks in the countries where we operate create challenges in maintaining compliance across multiple jurisdictions.\nGovernment policies may change without prior notice, affecting taxation policies, import/export restrictions, and labor protections.\nFor instance, new tariffs on raw materials used in corrosion prevention services, such as industrial coatings and blasting media, could\nincrease costs and reduce profit margins. Likewise, regulatory actions such as increased environmental levies or restrictions on certain\nchemicals could force us to seek alternative materials or reformulate service offerings, leading to unexpected expenses and potential\ndelays in service delivery.\n\n \n\nRecent\ndevelopments in trade policies, such as tariffs and geopolitical conflicts, have further emphasized the importance of flexibility in\nregulatory compliance. Governments worldwide are increasingly scrutinizing industrial operations for environmental and safety compliance,\nresulting in a growing list of regulations that must be monitored and adhered to. To mitigate these risks, we must develop robust compliance\nmonitoring strategies and maintain adaptable operational frameworks to ensure business continuity.\n\n \n\n**Cyber-attacks\nand security vulnerabilities could result in serious harm to our reputation, business, and financial condition.**\n\n \n\nAlthough\nwe have implemented physical and electronic security measures designed to protect against the loss, misuse and alteration of our computer\nsystem and proprietary business information, no security measures are perfect and impenetrable. We and outside parties we interact with\nmay be unable to anticipate or prevent unauthorized access. Additionally, cybersecurity incidents affecting third-parties that store\nor process our confidential information could result in unauthorized disclosure or misuse of such information, potentially harming our\nreputation, business operations, and financial condition. An increasing number of organizations have disclosed breaches of their information\nsecurity systems, some of which have involved sophisticated and highly targeted attacks.\n\n \n\n9\n\n \n\n \n\nWe\nwere recently informed, in July of 2025, by our underwriter in the initial public offering that it had suffered a cybersecurity\nincident and specifically a ransomware incident, which has resulted in unauthorized access to some of the underwriter’s\nsystems and data, and the exfiltration of certain data from the underwriter’s systems as well. Based on information currently\navailable to the underwriter regarding the incident, the underwriter believes that confidential information regarding the Company\nthat we had provided to the underwriter in connection with its due diligence for our planned initial public offering was included in\nthe data that was exfiltrated. The underwriter is still investigating the extent of this incident, and has also informed us that it\ndoes not have any evidence that this data has been publicly posted or otherwise misused by the threat actors at this time. The\nincident has not impacted our business operations and we do not expect the incident to impact our business operations in the future,\nas it did not involve unauthorized access to our systems or third party systems that we use in our business operations. While we\nbelieve that any material data regarding the Company that was exfiltrated is reflected in this annual report and the Second\nRegistration Statement and therefore is or will be publicly available, we could be subject to liability risks to the extent the data\nconsists of sensitive information about our officers, directors, personnel, contractors, customers, suppliers or vendors.\n\n \n\nWe\nand third parties that we rely on may experience cybersecurity incidents due to human error, malfeasance, system errors or vulnerabilities,\nor other issues. Actual or perceived cybersecurity incidents relating to our data or confidential information could subject us to regulatory\ninvestigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and\nalleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially\ndamage our reputation and harm our business, results of operations and financial condition.\n\n \n\n**Any\nlack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent\nfraud which may affect the market for and price of our Class A Ordinary Shares.**\n\n \n\nPrior\nto filing our Initial Registration Statement, we were a private company with limited accounting personnel and other resources for addressing\nour internal control over financial reporting. Upon completion of our planned initial public offering, we will become a public company\nin the United States subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, and the rules and regulations\nof Nasdaq. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require us to include a report from management on the effectiveness\nof our internal control over financial reporting in our annual report on Form 20-F.\n\n \n\nIn\naddition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered\npublic accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management\nmay conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our\ninternal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent\ntesting, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are\ndocumented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we\nbecome a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources\nand systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely\nmanner.\n\n \n\n**We\nwill incur substantially increased costs as a result of being a public company.**\n\n \n\nUpon\nconsummation of our planned initial public offering, we will incur significant legal, accounting, and other expenses as a public company\nthat we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and\nNasdaq, impose various requirements on the corporate governance practices of public companies.\n\n \n\nCompliance\nwith these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming\nand costlier. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more\ndifficult for us to find qualified persons to serve on our board of directors or as executive officers.\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier\nof (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which\nwe have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means\nthe market value of the Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date\non which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company\nmay take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.\nThese provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth\ncompany’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until\nsuch time as those standards apply to private companies.\n\n \n\n10\n\n \n\n \n\nAfter\nwe are no longer an “emerging growth company,” or until five years following the completion of our initial public offering,\nwhichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance\nwith the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required\nto increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.\n\n \n\nWe\nare currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with\nany degree of certainty the amount of additional costs we may incur or the timing of such costs.\n\n** **\n\n**Risks\nRelated to Doing Business in Singapore**\n\n** **\n\n**Changes\nin Singapore’s regulatory environment may affect our ability to operate efficiently and remain compliant.**\n\n** **\n\nSingapore\nis known for its well-regulated business environment, but evolving laws and regulations, including those concerning environmental protection,\nlabor policies, taxation, and industry-specific compliance, may increase operational costs or impose additional legal obligations. Regulatory\nagencies such as the National Environment Agency (NEA), the Maritime and Port Authority of Singapore (MPA), and the Ministry of Manpower\n(MOM) frequently update policies to align with global standards and best practices. Changes in safety and environmental regulations may\nrequire us to modify our corrosion prevention services, invest in new technologies, or alter our operational practices, potentially increasing\nour compliance burden. Additionally, any failure to comply with evolving regulations could result in fines, legal liabilities, or reputational\nharm, adversely affecting our business.\n\n \n\nBeyond\ncompliance costs, regulatory changes may also introduce new licensing requirements, restrictions on certain chemicals used in corrosion\nprevention, or additional reporting obligations. For example, increased restrictions on volatile organic compounds (VOCs) in industrial\ncoatings could require us to reformulate or source alternative products, impacting cost structures and service offerings. Adapting to\nthese regulations requires ongoing investment in compliance management systems, legal advisory services, and employee training to ensure\nthat our operations remain in full compliance with Singapore’s evolving regulatory landscape.\n\n** **\n\n**Singapore’s\neconomic policies and trade relations could impact our business operations and profitability.**\n\n** **\n\nSingapore’s\neconomy is highly dependent on global trade, and any shifts in trade agreements, tariffs, or import/export policies could affect our\naccess to raw materials, shipping logistics, and customer demand. As a global shipping hub, Singapore plays a key role in the maritime\nand oil & gas industries, but economic slowdowns or shifts in trade policies by major economies such as China, the United States,\nor the European Union could lead to reduced demand for maintenance and corrosion prevention services. Additionally, changes in government\nincentives, tax policies, or financial regulations may also affect our long-term growth strategy.\n\n \n\nMoreover,\ndisruptions in key trading routes or geopolitical instability could influence operational costs and affect the availability of raw materials\ncrucial to our services. If new trade agreements impose restrictions on imports of essential industrial materials, we may need to seek\nalternative suppliers, potentially increasing procurement costs. Economic downturns can also reduce capital investments from our clients\nin the marine and industrial sectors, lowering the demand for corrosion prevention and maintenance services, which could negatively affect\nour financial performance.\n\n** **\n\n**Singapore’s\nlabor market regulations and talent shortages may increase operational costs and impact workforce availability.**\n\n** **\n\nSingapore\nenforces strict labor laws, including policies governing work visas, foreign labor quotas, and employee benefits. As our business relies\non skilled labor for industrial maintenance and corrosion prevention services, any changes in work pass regulations, wage policies, or\nlabor protection laws could impact our ability to recruit and retain talent. The government’s push for higher local employment\nrates under policies such as the Fair Consideration Framework may require us to prioritize hiring local employees, which could lead to\ntalent shortages in specialized technical roles. Additionally, rising wages and increased labor protections could escalate operational\ncosts, reducing profitability.\n\n \n\nFurthermore,\ntalent shortages in technical trades, including corrosion prevention and industrial maintenance, could pose recruitment challenges, particularly\nas the government encourages businesses to reduce reliance on foreign workers. Companies that fail to attract and retain skilled employees\nmay experience project delays, reduced service quality, and higher employee turnover rates. Addressing these challenges requires long-term\nworkforce development strategies, including training programs, competitive compensation structures, and partnerships with local educational\ninstitutions to cultivate industry-specific expertise.\n\n \n\n11\n\n \n\n \n\n**Geopolitical\ninstability and trade tensions in Southeast Asia could impact our operations and financial stability.**\n\n** **\n\nSingapore’s\nstrategic location in Southeast Asia makes it susceptible to geopolitical risks, including tensions in the South China Sea, trade conflicts,\nand diplomatic relations among major economies. As we provide essential maintenance and corrosion prevention services for vessels and\noffshore structures, any disruptions in the region’s regulatory and geopolitical climate can directly impact our operations. Government\nchanges, trade restrictions, and taxation policy shifts can increase operational costs, delay contracts, and introduce new compliance\nrequirements. Additionally, political instability in key trade hubs could result in longer approval times for permits and increased administrative\nburdens.\n\n \n\nTerritorial\ndisputes in the South China Sea, ongoing trade tensions between the United States and China, and shifting regional alliances add further\ncomplexity. These disputes can lead to heightened security risks, increased military presence, and regulatory uncertainties, all of which\nmay reduce maritime activities in the region. A decline in shipping traffic, offshore exploration, and trade routes due to geopolitical\ntensions could directly impact the demand for our maintenance and corrosion prevention services. Reduced vessel movement and delays in\noffshore infrastructure projects may limit our business opportunities, affecting revenue growth and profitability. To mitigate these\nrisks, we must remain adaptable to changing geopolitical conditions, diversify our service offerings, and explore alternative markets\nwhere demand remains stable.\n\n \n\n**Rising\noperational costs in Singapore may impact profitability and competitiveness.**\n\n** **\n\nSingapore\nis known for its high cost of living and business operations, which can pose financial challenges for companies operating in the country.\nRising rental costs, utility expenses, and regulatory compliance costs can contribute to higher overhead expenditures. Additionally,\ncosts associated with adopting new technologies, meeting sustainability requirements, and ensuring workplace safety may further strain\nprofitability. If we are unable to manage these expenses effectively or pass on increased costs to customers, our financial performance\nand market competitiveness could be negatively impacted.\n\n \n\nMoreover,\nwage increases and higher employee benefit requirements can place additional financial burdens on businesses. Government mandates for\nsalary adjustments, skill development programs, and workplace safety investments may require us to reallocate resources, potentially\nimpacting profit margins. To mitigate the risks associated with rising operational costs, we must implement cost-effective solutions,\noptimize our service processes, and explore automation where feasible to maintain efficiency without compromising service quality.\n\n** **\n\n**Dependence\non government infrastructure and industrial policies may influence our business growth.**\n\n** **\n\nThe\nSingaporean government plays a significant role in shaping the industrial landscape through infrastructure investments, sector-specific\nincentives, and policy initiatives. Our business growth may be influenced by the government’s long-term strategic plans for the\nmarine, oil & gas, and construction industries. Changes in infrastructure development projects, funding for industrial expansion,\nor shifts in investment priorities could impact demand for our services. While government-backed initiatives provide opportunities, they\nalso pose risks if policy directions change or budget allocations are reduced.\n\n \n\nIn\naddition, fluctuations in public sector funding or modifications to government support programs may influence capital expenditures across\nindustries reliant on corrosion prevention and maintenance services. Shifts in infrastructure spending priorities could affect contract\navailability and long-term revenue projections. Therefore, staying informed about policy changes and adapting business strategies accordingly\nwill be essential for continued success in Singapore’s evolving industrial landscape.\n\n \n\n**Foreign\nexchange risks could impact our financial performance.**\n\n \n\nThe\nmajority of our transactions are currently denominated in Singapore Dollars, with a portion conducted in foreign currencies. As our business\nexpands, we expect the volume of foreign currency–denominated transactions to increase. Any unfavorable shifts in exchange rates\ncould reduce the purchasing power of our foreign revenue and limit our ability to allocate funds efficiently for business growth. Since\nSingapore operates under a managed float exchange rate system regulated by the Monetary Authority of Singapore (MAS), external factors\nsuch as global economic conditions, interest rate policies, and trade relations can still influence exchange rate movements. We cannot\nassure you that future adjustments in monetary policy will not impact our financial performance.\n\n \n\n12\n\n \n\n \n\nOur\nfinancial statements are presented in Singapore Dollars. As of December 31, 2024 and 2023, our assets, liabilities, and income statements\nare all denominated in Singapore Dollars, with no foreign currency transactions or gains/losses from foreign exchange during these periods.\nAs of December 31, 2025, the majority of our transactions are denominated in Singapore Dollars, with a portion conducted in foreign currencies.\nDuring the fiscal year ended December 31, 2025, the foreign exchange gains amounted to S$10,038 (approximately $7,806). The U.S. Dollar\nbalances included in the financial statements are translated from Singapore Dollars solely for the convenience of readers.\n\n \n\nNonetheless,\nin the future, changes in the exchange rates between the Singapore Dollar and the U.S. Dollar or other foreign currencies could materially\nimpact our reported financial results. The value of the Singapore Dollar against the U.S. Dollar and other currencies is subject to macroeconomic\ntrends and regulatory policies beyond our control. Additionally, proceeds from offerings or external funding may need to be converted\ninto Singapore Dollars to support our business operations. Changes in the conversion rate between the U.S. Dollar and the Singapore Dollar\nwill affect the funds available for our business activities and expansion.\n\n** **\n\n**Risks\nRelated to Ownership of Our Class A Ordinary Shares**\n\n \n\n**Recent\nchanges to Nasdaq listing standards and Nasdaq’s expanded discretionary authority to deny initial listings may make it more difficult\nfor us to qualify for or maintain a listing on Nasdaq, which could adversely affect the liquidity and market price of our Class A Ordinary\nShares.**\n\n \n\nOn\nDecember 18, 2025, the SEC approved amendments to Nasdaq’s listing rules that increase the minimum market value of unrestricted\npublicly held shares required for new listings under the net income standard. Under the amended rules, companies seeking to list on either\nthe Nasdaq Global Market or the Nasdaq Capital Market must have a minimum public float of $15 million, consisting of unrestricted publicly\nheld shares that are not held by officers, directors or 10% shareholders and are not subject to resale restrictions. This represents\na significant increase from the prior thresholds applicable to these markets. These amendments became operative on January 17, 2026.\n\n \n\nIn\naddition, effective December 19, 2025, Nasdaq Rule IM-5101-3 expands Nasdaq’s discretion to deny initial listings, even where an\napplicant otherwise meets all applicable quantitative listing requirements. Under new Rule IM-5101-3 (Application of Discretion to Deny\nInitial Listing), Nasdaq may deny an initial listing if it determines that the company’s securities may be particularly susceptible\nto manipulation or present risks to investors or the orderly functioning of the market. In making this determination, Nasdaq may consider,\namong other factors, the company’s business profile, geographic nexus, ownership structure, and concerns regarding the company’s\nprofessional advisors such as auditors, underwriters, law firms, brokers, clearing firms or other service providers, or the advisor’s\ninvolvement in prior offerings where the securities exhibited concerning or volatile trading patterns. This rule is effective immediately\nand applies to companies currently in the listing application process.\n\n \n\nAlthough\nwe received conditional approval of listing from Nasdaq on October 21, 2025 before the foregoing rule amendments became effective, we\nnow must satisfy the increased minimum public float requirement and successfully complete Nasdaq’s initial listing review, including\nthe application of Nasdaq’s discretionary authority under Rule IM-5101-3. There can be no assurance that Nasdaq will finally approve\nour listing, based on the size, structure or pricing of our initial public offering, prevailing market conditions, investor demand for\nour Class A Ordinary Shares, or Nasdaq’s assessment of factors relating to potential market manipulation risk. If our application\nis denied or delayed, we may be required to pursue an alternative listing venue or delay or restructure our initial public offering,\nwhich may be less favorable and could involve additional costs, delays or regulatory uncertainty.\n\n \n\nA\nfailure to qualify for or maintain a Nasdaq listing could materially reduce the liquidity of our Class A Ordinary Shares, impair\ninvestors’ ability to buy or sell our Class A Ordinary Shares at desired prices or at all, increase volatility in the trading\nprice of our Class A Ordinary Shares and adversely affect our visibility and credibility with investors, analysts and other market\nparticipants. Any of these outcomes could have a material adverse effect on the market price of our Class A Ordinary Shares and\non our ability to raise additional capital in the future.\n\n ** **\n\n13\n\n \n\n** **\n\n**The\ntrading price of our Class A Ordinary Shares may be susceptible to third party market manipulation, including manipulative trading\nschemes targeting recently listed small-capitalization issuers, which could cause extreme volatility, trading halts and losses to\ninvestors.**\n\n** **\n\nRecently listed small-capitalization companies,\nparticularly those with a small public float, a concentrated insider ownership structure and a non-U.S. operational nexus, have in recent\nperiods experienced significant trading volatility and price movements that regulators, exchanges and market commentators have associated\nwith potential market manipulation, including coordinated promotional schemes conducted through social media, messaging platforms and\nimpersonation of licensed financial professionals. Following our initial public offering, our Class A Ordinary Shares are expected to\nhave a relatively small public float and concentrated voting power held by our controlling shareholder, both of which may make our Class\nA Ordinary Shares more susceptible to such manipulative trading activity. In addition, certain recently listed small-capitalization companies\nhave been the subject of public reports, exchange-imposed trading halts, sharp post-listing price swings and, in certain instances, pending\nfederal securities class actions alleging that the issuer’s securities were the subject of market manipulation and “pump-and-dump”\npromotional schemes.\n\n \n\nWe\nmay not be able to detect, prevent or mitigate any third party manipulative trading or coordinated promotional activity targeting\nour Class A Ordinary Shares if it occurs in the future. Such manipulative trading activity could cause the market price of our Class A\nOrdinary Shares to fluctuate sharply and without regard to our actual operating performance or financial condition, could result in\ntrading suspensions or halts by Nasdaq, could trigger regulatory inquiries or investigations by the SEC, FINRA, Nasdaq or other\nregulators, and could result in shareholder litigation against us, our directors, our officers, our underwriters or other\nprofessional advisors, any of which could divert management attention and resources, result in significant legal expenses and\nreputational harm, and adversely affect the liquidity, trading price and continued listing of our Class A Ordinary Shares. Investors\nwho purchase our Class A Ordinary Shares could lose all or a substantial portion of their investment as a result of such trading\nactivity, even if there is no material change in our underlying business or prospects.\n\n \n\n**Our\ndual class voting structure has the effect of concentrating the voting control in holders of our Class B Ordinary Shares, which will\nlimit or preclude your ability to influence corporate matters, and your interests may conflict with the interests of these shareholders.\nIt may also adversely affect the trading market for our Class A Ordinary Shares due to exclusion from certain stock market indices.**\n\n \n\nWe\nadopted a dual class voting structure such that our Ordinary Shares consist of Class A Ordinary Shares and Class B Ordinary Shares. Class\nA Ordinary Shares are entitled to one (1) vote per share and Class B Ordinary Shares are entitled to twenty (20) votes per share on proposals\nrequiring or requesting shareholder approval. As of the date of this annual report, Jeneric Holdings, a Singapore company controlled\nby Mr. Goh Kwang Yong, our Chief Executive Officer and Chairman, holds all of the 3,750,000 Class B Ordinary Shares issued and outstanding\nand 10,000,000 Class A Ordinary Shares. As a result, Mr. Goh Kwang Yong controls approximately 88.3% of the voting power of the outstanding\nOrdinary Shares of the Company before our initial public offering.\n\n \n\n14\n\n \n\n \n\nFollowing\nour initial public offering, assuming the issuance of 2,500,000 Class A Ordinary Shares in our initial public offering (or 2,875,000\nClass A Ordinary Shares if the underwriters exercise the over-allotment option in full), Mr. Goh Kwang Yong will retain controlling voting\npower in the Company based on having approximately 86.1% (or approximately 85.8% if the underwriters exercise the over-allotment option\nin full) of all voting rights. As such, Mr. Goh Kwang Yong will continue to have the ability to control the outcome of most matters requiring\nshareholder approval, including:\n\n \n\n \n●\nthe election\nof our Board and, through our Board, decision making with respect to our business direction and policies, including the appointment\nand removal of our officers;\n\n \n\n \n●\nmergers,\nde-mergers and other significant corporate transactions;\n\n \n\n \n●\nchanges\nto our constitution; and\n\n \n\n \n●\nour capital\nstructure.\n\n \n\nThis\nvoting control and influence may discourage transactions involving a change of control of the Company, including transactions in which\nyou, as a holder of our Class A Ordinary Shares, might otherwise receive a premium for your shares.\n\n**  **\n\nS&P\nDow Jones and FTSE Russell have implemented changes to their eligibility criteria for inclusion of shares of public companies on certain\nindices, including the S&P 500, namely, to exclude companies with multiple classes of shares of common stock from being added to\nsuch indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures.\nAs a result, the dual class structure of our Ordinary Shares may prevent the inclusion of the Class A Ordinary Shares in such indices\nand may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to\ncause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class\nA Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital\nstructure could also adversely affect the value of the Class A Ordinary Shares.\n\n \n\n**There\nhas been no public market for the Class A Ordinary Shares prior to our initial public offering and an active trading market for the Class\nA Ordinary Shares may not develop following the completion of our initial public offering.**\n\n \n\nPrior\nto our initial public offering, there has been no public market for the Class A Ordinary Shares. We have applied to list our Class A\nOrdinary Shares on Nasdaq under the symbol “APEX.” The closing of our initial public offering is conditioned upon Nasdaq’s\nfinal approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be finally approved\nfor listing on Nasdaq. In addition, even if our Class A Ordinary Shares are finally approved for listing, a liquid public market for\nthe Class A Ordinary Shares may not develop or, if developed, may not be sustained, following the completion of our initial public offering.\nThe lack of an active market may impair your ability to sell your Class A Ordinary Shares at the time you wish to sell them or at a price\nthat you consider reasonable.\n\n \n\n**The\nmarket price of the Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be\nable to resell your shares at or above the initial public offering price.**\n\n \n\nThe\npublic offering price of the Class A Ordinary Shares will be determined through negotiations between the underwriters, on the one side,\nand us and the Selling Shareholders, on the other side, based upon many factors and may not be indicative of prices that will prevail\nfollowing the closing of our initial public offering. After our initial public offering, the market price for the Class A Ordinary Shares\nis likely to be volatile and could fluctuate widely due to multiple factors, many of which are beyond our control, including:\n\n \n\n \n●\nactual\nor anticipated fluctuations in the operating results of the Company due to factors related to the Company’s business;\n\n \n\n \n●\nsuccess\nor failure of the strategy of the Company;\n\n \n\n \n●\nthe interim or annual earnings\nof the Company, or those of other companies in the Company’s industry;\n\n \n\n \n●\nthe Company’s ability\nto obtain third-party financing as needed;\n\n \n\n15\n\n \n\n \n\n \n●\nannouncements by us or\nthe Company’s competitors of significant acquisitions or dispositions;\n\n \n\n \n●\nchanges in accounting standards,\npolicies, guidance, interpretations or principles;\n\n \n\n \n●\nthe operating and stock\nprice performance of other comparable companies;\n\n \n\n \n●\ninvestor perception of\nthe Company;\n\n \n\n \n●\nnatural or environmental\ndisasters that investors believe may affect the Company;\n\n \n\n \n●\noverall market fluctuations;\n\n \n\n \n●\na large sale of the Class\nA Ordinary Shares by a significant shareholder;\n\n \n\n \n●\nresults from any material\nlitigation or government investigation;\n\n \n\n \n●\nchanges in laws and regulations\naffecting the Company or any of the principal products and services sold by the Company; and\n\n \n\n \n●\ngeneral economic and political\nconditions and other external factors.\n\n \n\nIn\naddition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market\nprices of equity securities of many companies. Share prices of many companies have fluctuated in a manner unrelated or disproportionate\nto the operating performance of those companies. In the past, shareholders have filed securities class litigation following periods of\nmarket volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources\nand the attention of management from our business, and adversely affect our business.\n\n \n\n**We\nmay experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects,\nmaking it difficult for prospective investors to assess the rapidly changing value of the Class A Ordinary Shares.**\n\n \n\nThe\nU.S. stock market experienced instances of extreme stock price surges followed by sharp declines among small-cap issuers in 2022. This\nshare price volatility appeared largely unrelated to the underlying business performance of the issuers following their initial public\nofferings, particularly among companies with relatively small public floats. After the consummation of our initial public offering, we\nwill have a relatively small public float due to the relatively small size of our initial public offering and the concentration of ownership\nof the Ordinary Shares in our principal shareholders. As a relatively small-capitalized company with a small public float after our initial\npublic offering, the share price of the Class A Ordinary Shares may experience extreme volatility, lower trading volume and less liquidity\nthan large-capitalized companies. Although the specific cause of such volatility is unclear, our anticipated small public float may amplify\nthe impact the actions taken by a few shareholders have on the price of the Class A Ordinary Shares, which may cause the share price\nto deviate, potentially significantly, from a price that better reflects the underlying performance of our business. The potential extreme\nvolatility may confuse public investors regarding the value of the shares, distort the market perception of the share price and our company’s\nfinancial performance and public image, and negatively affect the long-term liquidity of the Class A Ordinary Shares, regardless of our\nactual or expected operating performance. Should the Class A Ordinary Shares experience run-ups and declines that are seemingly unrelated\nto our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing\nthe rapidly changing value of the Class A Ordinary Shares and our ability to access the capital market may be materially adversely affected.\nIn addition, if the trading volumes of the Class A Ordinary Shares are low, holders of the Class A Ordinary Shares may also not be able\nto readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. As a result of this volatility,\ninvestors may experience losses on their investment in the Class A Ordinary Shares.\n\n** **\n\n**We\nmay not be able to maintain a listing of the Class A Ordinary Shares on Nasdaq.**\n\n \n\nIf\nour Class A Ordinary Shares are finally approved for listing on Nasdaq, we must meet certain financial and liquidity criteria to maintain\nsuch listing. If we fail to meet Nasdaq’s continued listing requirements, the Class A Ordinary Shares may be delisted. In addition,\nour board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits\nof such listing. A delisting of the Class A Ordinary Shares from Nasdaq may materially impair our shareholders’ ability to buy\nand sell the Class A Ordinary Shares and could have an adverse effect on the market price of, and the efficiency of the trading market\nfor, the Class A Ordinary Shares. The delisting of the Class A Ordinary Shares could significantly impair our ability to raise capital\nand the value of your investment.\n\n** **\n\n16\n\n \n\n** **\n\n**If\nsecurities or industry analysts publish unfavorable research, or do not continue to cover us, the Company’s share price and trading\nvolume could decline.**\n\n** **\n\nThe\ntrading market for the Class A Ordinary Shares depends in part on the research and reports that securities or industry analysts publish\nabout us and the Company’s business. We do not have any control over these analysts. If an analyst downgrades the Class A Ordinary\nShares or publishes unfavorable research about the Company’s business, the Company’s share price would likely decline. If\nan analyst ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the financial markets and demand\nfor the Class A Ordinary Shares could decrease, which could cause the share price or trading volume to decline.\n\n \n\n**We\nhave broad discretion as to the use of the net proceeds from our initial public offering and our use of the offering proceeds may not\nyield a favorable return on your investment. Additionally, we may use these proceeds in ways with which you may not agree or in the most\neffective way.**\n\n \n\nThe\nCompany intends to use the net proceeds of our initial public offering for several purposes, including business expansion, working capital,\nand general corporate purposes. However, the Company will not receive any of the proceeds from the sale of the Class A Ordinary Shares\nby the Selling Shareholder. Accordingly, management of the Company will have substantial discretion in applying the net proceeds to be\nreceived by the Company. However, based on unforeseen technical, commercial or regulatory issues, we could spend the proceeds in ways\nwith which you may not agree. Moreover, the proceeds may not be invested effectively or in a manner that yields a favorable or any return,\nand consequently, this could result in financial losses that could have a material adverse effect on our business, financial condition\nand results of operations. There can be no assurance that the Company will utilize the net proceeds in a manner that enhances value of\nthe Company. If the Company fails to spend the proceeds effectively, the Company’s business and financial condition could be harmed,\nand there may be the need to seek additional financing sooner than expected.\n\n \n\n**Since\nwe do not expect to pay dividends on the Class A Ordinary Shares in the foreseeable future, your ability to achieve a return on your\ninvestment will depend on appreciation in the price of the Class A Ordinary Shares.**\n\n** **\n\nWe\ncurrently intend to invest the Company’s future earnings, if any, to fund the Company’s growth, to develop the Company’s\nbusiness, for working capital needs, to reduce debt and for general corporate purposes. We do not expect to declare or pay any dividends\nin the foreseeable future. Therefore, the success of an investment in the Class A Ordinary Shares will depend upon any future appreciation\nin their value. There is no guarantee that the Class A Ordinary Shares will appreciate in value or even maintain their current value.\n\n \n\nAny\ndecision to pay dividends in the future will be at the full discretion of the Company’s board of directors and will depend upon\nvarious factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness,\nrestrictions imposed by applicable law, general business conditions and other factors that the Company’s board of directors may\ndeem relevant.\n\n \n\n**Substantial\nfuture sales of the Class A Ordinary Shares or the anticipation of future sales of the Class A Ordinary Shares in the public market could\ncause the price of the Class A Ordinary Shares to decline significantly following our initial public offering.**\n\n \n\nSales\nof substantial amounts of the Class A Ordinary Shares in the public market after our initial public offering, or the perception that\nthese sales could occur, could cause the market price of the Class A Ordinary Shares to decline. An aggregate of 21,250,000 Class A Ordinary\nShares were issued and outstanding before the consummation of our initial public offering. An aggregate of 23,750,000 and 24,125,000\nClass A Ordinary Shares will be issued and outstanding immediately after the consummation of our initial public offering, assuming no\nexercise and full exercise of the over-allotment option by the underwriters, respectively.\n\n \n\n17\n\n \n\n \n\nOur\ndirectors, officers and holders of 5% or more of our total outstanding Class A Ordinary Shares (or securities convertible into our Class\nA Ordinary Shares) have agreed to enter into customary “lock-up” agreements for a period of six (6) months from the effective\ndate of the registration statement for our initial public offering. However, holders of less than 5% of our total outstanding Class A\nOrdinary Shares will be able to resell their shares, without being subject to the lock-up restrictions after the completion of our initial\npublic offering, in reliance on Rule 144. Since these shareholders acquired their Class A Ordinary Shares at a lower price per share\nthan investors in our initial public offering, they may be more willing to accept a lower sales price than the initial public offering\nprice when they are able to sell under Rule 144. Sales of their shares into the market could cause the market price of the Class A Ordinary\nShares to decline significantly following the completion of our initial public offering.\n\n \n\n**We\nmay issue additional equity or debt securities, which are senior to the Class A Ordinary Shares as to distributions and in liquidation,\nwhich could materially adversely affect the market price of the Class A Ordinary Shares**.\n\n \n\nIn\nthe future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured\nby all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term\nnotes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would\nreceive a distribution of our available assets before distributions to our shareholders. In addition, any additional preferred stock,\nif issued by our company, may have a preference with respect to distributions and upon liquidation, which could further limit our ability\nto make distributions to our shareholders. Because our decision to incur debt and issue securities in our future offerings will depend\non market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings\nand debt financing.\n\n \n\nFurther,\nmarket conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear\nthe risk of our future offerings reducing the value of your Class A Ordinary Shares and diluting your interest in our company.\n\n \n\n**We\nare subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging\ngrowth companies, and the shareholders could receive less information than they might expect to receive from more mature public companies.**\n\n \n\nFollowing\nthe effectiveness of the registration statement on September 29, 2025, we are required to publicly report on an ongoing basis as an “emerging\ngrowth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain\nan emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other\nExchange Act reporting companies that are not emerging growth companies, including but not limited to:\n\n \n\n \n●\nnot being required to comply\nwith the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;\n\n \n \n \n\n \n●\nbeing permitted to comply\nwith reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and\n\n \n \n \n\n \n●\nbeing exempt from the requirement\nto hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously\napproved.\n\n \n\nIn\naddition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period\nprovided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging\ngrowth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.\nAs a result of our election to take advantage of such extended transition period, our financial statements may not be comparable to companies\nthat comply with public company effective dates.\n\n \n\nWe\nexpect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging\ngrowth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our\ninitial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to\nbe a large accelerated filer, which means the market value of the Class A Ordinary Shares that is held by non-affiliates exceeds $700\nmillion as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior\nthree-year period. Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules\nfor companies that are not emerging growth companies, the shareholders could receive less information than they might expect to receive\nfrom more mature public companies. We cannot predict if investors will find the Class A Ordinary Shares less attractive if we elect to\nrely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price\nof the Class A Ordinary Shares.\n\n \n\n18\n\n \n\n \n\n**Our\nChief Executive Officer and Chairman of the Board of Directors, Mr. Goh Kwang Yong, through Jeneric Holdings, holds significant voting\npower and may take actions that may not be in the best interests of our other shareholders.**\n\n \n\nAs\nof the date of this annual report, Jeneric Holdings, a Singapore company controlled by Mr. Goh Kwang Yong, our Chief Executive Officer\nand Chairman, holds all of our outstanding Class B Ordinary Shares and 10,000,000 Class A Ordinary Shares, representing approximately\n88.3% of the voting power of the outstanding Ordinary Shares of the Company before our initial public offering. Following our initial\npublic offering, assuming the issuance of 2,500,000 Class A Ordinary Shares in our initial public offering (or 2,875,000 Class A Ordinary\nShares if the underwriters exercise the over-allotment option in full), Mr. Goh Kwang Yong will retain controlling voting power in the\nCompany based on having approximately 86.1% (or approximately 85.8% if the underwriters exercise the over-allotment option in full) of\nall voting rights. As such, Mr. Goh Kwang Yong will be able to control the management and affairs of our Company and most matters requiring\nshareholder approval, including the election of directors and approval of significant corporate transactions. His interests may not be\nthe same as or may even conflict with your interests. For example, he could attempt to delay or prevent a change in control of us, even\nif such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium\nfor their Class A Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of the Class A\nOrdinary Shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of\nvoting power may not be in the best interests of our other shareholders.\n\n \n\n**Upon\nthe completion of our initial public offering, we expect to be a “controlled company” under the rules of Nasdaq and as a\nresult, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public\nshareholders.**\n\n \n\nUnder\nNasdaq’s rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled\ncompany” and may elect not to comply with certain corporate governance requirements, including, without limitation, (i) the requirement\nthat a majority of the board of directors consist of independent directors, (ii) the requirement that the compensation of our officers\nbe determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors,\nand (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors\nor a nominating committee comprised solely of independent directors. As of the date of this annual report, Jeneric Holdings, a Singapore\ncompany controlled by Mr. Goh Kwang Yong, our Chief Executive Officer and Chairman, holds all of our outstanding Class B Ordinary Shares\nand 10,000,000 Class A Ordinary Shares, representing approximately 88.3% of the voting power of our outstanding share capital. Following\nour initial public offering, assuming the issuance of 2,500,000 Class A Ordinary Shares in our initial public offering (or 2,875,000\nClass A Ordinary Shares if the underwriters exercise the over-allotment option in full), Mr. Goh Kwang Yong will retain controlling voting\npower in the Company based on having approximately 86.1% (or approximately 85.8% if the underwriters exercise the over-allotment option\nin full) of all voting rights. As a result, we will be a “controlled company” within the meaning of the Nasdaq listing rules.\nAlthough we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption\nin the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors\nmight not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely\nof independent directors. Our status as a controlled company could cause the Class A Ordinary Shares to look less attractive to certain\ninvestors or otherwise harm our trading price.\n\n \n\n**We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions\napplicable to U.S. domestic public companies.**\n\n \n\nBecause\nwe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations\nin the United States that are applicable to U.S. domestic issuers, including:\n\n \n\n \n●\nthe rules under the Exchange\nAct requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;\n\n \n\n \n●\nSection 14 of the\nExchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange\nAct;\n\n \n\n \n●\nSection 16 of the\nExchange Act requiring significant shareholders other than officers or directors to file public reports of their stock ownership\nand trading activities, and providing for liability for insiders (i.e. officers, directors and significant shareholders) who profit\nfrom trades made in a short period of time; and\n\n \n\n19\n\n \n\n \n\n \n●\nthe selective disclosure\nrules by issuers of material nonpublic information under Regulation FD.\n\n \n\nWe\nare required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we may publish\nour results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating\nto financial results and material events will also be furnished to the SEC in reports on Form 6-K. However, the information we are required\nto file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic\nissuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing\nin a U.S. domestic issuer.\n\n \n\n**As\na foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic\nU.S. issuers. This may afford less protection to holders of the Class A Ordinary Shares.**\n\n \n\nWe\nare exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private\nissuer, we are permitted to follow the governance practices of our home country, British Virgin Islands, in lieu of certain corporate\ngovernance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to\ndomestic U.S. issuers. For instance, we are not required to:\n\n \n\n \n●\nhave a majority of the\nboard be independent (although all of the members of the audit committee must be independent under the Exchange Act);\n\n \n\n \n●\nhave a compensation committee\nand a nominating committee to be comprised solely of “independent directors”; or\n\n \n\n \n●\nhold an annual meeting\nof shareholders no later than one year after the end of our fiscal year.\n\n \n\nNasdaq\nlisting rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity\nto vote on all equity compensation plans and material revisions to those plans, certain Ordinary Share issuances. We intend to comply\nwith the requirements of Nasdaq listing rules to have a majority of the board be independent and to appoint a compensation committee\nand a nominating and corporate governance committee. We may, however, in the future consider following home country practice in lieu\nof the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection\nto investors than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.\n\n \n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.**\n\n \n\nWe\nexpect to qualify as a foreign private issuer upon the completion of our initial public offering. We would lose our foreign private issuer\nstatus if, for example, more than 50% of the voting power of our Ordinary Shares are directly or indirectly held by residents of the\nUnited States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign\nprivate issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic\nissuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily\ncomply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders will become subject to the short-swing\nprofit recovery provisions of Section 16 of the Exchange Act and our principal shareholders will be required to file public reports of\ntheir stock ownership and trading activities under Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon\nexemptions from certain corporate governance requirements under the rules of Nasdaq. As a U.S.-listed public company that is not a foreign\nprivate issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private\nissuer in order to maintain a listing on a U.S. securities exchange.\n\n \n\n**Certain\njudgments obtained against us and the Selling Shareholder by APEX Global’s shareholders may not be enforceable.**\n\n \n\nAPEX\nGlobal is a British Virgin Islands business company and substantially all of the Company’s assets are located outside of the United\nStates. Substantially all of the Company’s current operations are conducted in Singapore.\n\n \n\n20\n\n \n\n \n\nIn\naddition, APEX Global’s existing director and officers are nationals or residents of Singapore and Malaysia and all or a substantial\nportion of their assets are located outside the United States. Additionally, the Selling Shareholder is a British Virgin Islands company,\nand substantially all of its assets are located outside the United States.   As a result, it may be difficult for investors\nto effect service of process within the U.S. upon us or these persons, or to enforce against us or them judgments obtained in U.S. courts,\nincluding judgments predicated upon the civil liability provisions of the U.S. federal securities laws or securities laws of any U.S.\nstate. Even if you are successful in bringing an action of this kind, the laws of British Virgin Islands and of Singapore may render\nyou unable to enforce a judgment against the Company’s assets or the assets of the Company’s directors and officers.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nAPEX Global is incorporated under British Virgin Islands law.**\n\n \n\nAPEX\nGlobal is a BVI business company incorporated under the laws of British Virgin Islands. Its corporate affairs are governed by the Memorandum\nand Articles of Association, the BVI Companies Act and the common law of British Virgin Islands. The rights of its shareholders to take\naction against the directors, actions by the minority shareholders and the fiduciary duties of the directors to APEX Global under British\nVirgin Islands law are to a large extent governed by the common law of British Virgin Islands. The common law of British Virgin Islands\nis derived in part from comparatively limited judicial precedent in British Virgin Islands as well as from the common law of England,\nthe decisions of whose courts are of persuasive authority, but are not binding, on a court in British Virgin Islands. The rights of APEX\nGlobal’s shareholders and the fiduciary duties of its directors under British Virgin Islands law are not as clearly established\nas they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin\nIslands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more\nfully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, British Virgin Islands\nbusiness companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\nShareholders\nof British Virgin Islands business companies like APEX Global have limited rights under British Virgin Islands law to inspect corporate\nrecords or to obtain copies of lists of shareholders of these companies. If APEX Global’s directors are satisfied that it would\nbe contrary to APEX Global’s interests to allow its shareholders to inspect any of the register of members, register of directors\nand minutes of meetings and resolutions of shareholders, they have discretion under the law to refuse to permit shareholders to inspect\nsuch documents or limit the inspection of such documents. This may make it more difficult for you to obtain the information needed to\nestablish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nAs\na result of all of the above, APEX Global’s public shareholders may have more difficulty in protecting their interests in the face\nof actions taken by APEX Global’s management, members of the board of directors or its controlling shareholders than they would\nas public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions\nof the BVI Companies Act and the laws applicable to companies incorporated in the United States and their shareholders. See “*Description\nof Shares—Differences in Corporate Law*.”\n\n \n\n**APEX\nGlobal’s Memorandum and Articles of Association contain anti-takeover provisions that could discourage a third party from acquiring\nus, which could limit APEX Global’s shareholders’ opportunity to sell their shares at a premium.**\n\n \n\nAPEX\nGlobal’s Memorandum and Articles of Association contain provisions to limit the ability of others to acquire control of our company\nor cause us to engage in change-of-control transactions. These provisions could have the effect of depriving APEX Global’s shareholders\nof an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain\ncontrol of our company in a tender offer or similar transaction. For example, our Memorandum and Articles of Association include a dual-class\nshare structure, under which Class B Ordinary Shares carry twenty (20) votes per share compared to one (1) vote per share for Class A\nOrdinary Shares, thereby allowing holders of Class B Ordinary Shares to exercise significant influence or control over matters requiring\nshareholder approval, including the election and removal of directors, amendments to the organizational documents, and approval of significant\ncorporate transactions. The board has the power to issue an unlimited number of shares of any class, with such rights and restrictions\nas they may determine without shareholder approval. Additionally, an action that may be taken by shareholders at a meeting may instead\nbe taken by written consent without a meeting, if the written consents represent the number of votes that would be required to approve\nthe action at a meeting, which allows controlling shareholders to act efficiently without a meeting. APEX Global’s Memorandum and\nArticles of Association also contain other provisions that could limit the ability of third parties to acquire control of our company\nor cause us to engage in a transaction resulting in a change of control.\n\n  \n\n21\n\n \n\n \n\n**There\nis a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income\ntax consequences to U.S. investors in the Class A Ordinary Shares.**\n\n \n\nIn\ngeneral, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more\nof its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets\nthat produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that\nowns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the\nother corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes\ndividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.\n\n  \n\nBased\non the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for\nour current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely\nclear. Because the proper characterization of certain components of our income and assets is not entirely clear, and because our PFIC\nstatus for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which\nmay be determined, in part, by reference to the market price of the Class A Ordinary Shares, which could be volatile), there can be no\nassurance that we will not be a PFIC for our current taxable year or any future taxable year.\n\n \n\nIf\nwe were a PFIC for any taxable year during which a U.S. investor holds the Class A Ordinary Shares, certain adverse U.S. federal income\ntax consequences could apply to such U.S. investor. See “*Taxation—United States Federal Income Tax Considerations—Passive\nForeign Investment Company Considerations*.”\n\n \n\n**General\nRisk Factors**\n\n \n\n**We\nand our directors and officers may be subject to litigation, arbitration, or other legal proceeding risk.**\n\n \n\nWe\nand our directors and officers may be subject to arbitration claims and lawsuits in the ordinary course of our business. As of the date\nof this annual report, we or our directors and officers are not a party to, and are not aware of any threat of, any legal proceeding\nthat, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or operations.\nActions brought against us may result in settlements, awards, injunctions, fines, penalties, and other results adverse to us. Predicting\nthe outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants\nor by a large number of claimants when claimants seek substantial or unspecified damages, or when investigations or legal proceedings\nare at an early stage. A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flows\nfor a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm\nour business prospects. In market downturns, the volume of legal claims and amount of damages sought in litigation and regulatory proceedings\nagainst industrial service providers have historically increased. The amounts involved in the contracts we perform, together with the\npotential for project disputes, can result in potentially large damage claims in any litigation resulting from such projects. Dissatisfied\nclients may make claims against us regarding the quality of service delivery, project delays, mismanagement, or even fraud, and these\nclaims may increase as our business expands.\n\n \n\nIn\naddition, even if we prevail in any litigation or enforcement proceedings against us, we could incur significant legal expenses defending\nagainst the claims, even those without merit. Moreover, because even claims without merit can damage our reputation or raise concerns\namong our clients, we may feel compelled to settle claims at significant cost. The initiation of any claim, proceeding, or investigation\nagainst us, or an adverse resolution of any such matter, could have a material adverse effect on our reputation, business, financial\ncondition, and results of operations and cash flows.\n\n \n\n**We\nmay pursue acquisitions or joint ventures that could present unforeseen integration obstacles, incur unpredicted costs or may not enhance\nour business as we expected.**\n\n \n\nWe\nmay, in the future, pursue acquisitions and joint ventures as part of our growth strategy. Any future acquisition or joint venture may\nresult in exposure to potential liabilities of the acquired companies, significant transaction costs, and present new risks associated\nwith entering additional markets or offering new products and integrating the acquired companies or newly established joint ventures.\nPotential liabilities may arise from deficiencies in due diligence findings and deficient past track record results.\n\n \n\nMoreover,\nwe may not have sufficient management, financial, and other resources to integrate companies we acquire or to successfully operate joint\nventures, and we may be unable to profitably operate our expanded company structure. Additionally, any new business that we may acquire\nor joint ventures we may form, once integrated with our existing operations, may not produce expected or intended results.\n\n** **\n\n22"}