{"url_path":"/sec/ineo/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","accession_number":"0001493152-26-023663","cik":"0001933951","ticker":"INEO","issuer_name":"INNEOVA Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","primary_entity_key":"0001933951","primary_entity_name":"INNEOVA Holdings Ltd"},"word_count":9063,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**A.\nRESERVED**\n\n \n\n**B.\nCAPITALIZATION AND INDEBTEDNESS**\n\n \n\nNot\napplicable\n\n \n\n**C.\nREASONS FOR THE OFFER AND USE OF PROCEEDS.**\n\n \n\nNot\napplicable\n\n \n\n4\n\n \n\n \n\n**D.\nRISK FACTORS**\n\n \n\nAn\ninvestment in our Ordinary Shares is highly speculative and involves a significant degree of risk. The risks discussed below could materially\nand adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the\ntrading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial\nmay also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability\nto pay dividends, and you may lose all or a part of your investment. The realization of any of the risks described below could have a\nmaterial adverse effect on our business, results of operations and future prospects.\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\n**Our\ninability to acquire and provide quality merchandise at competitive prices could adversely affect our sales and results of operations.**\n\n \n\nWe\nare dependent upon our product suppliers continuing to supply us with quality merchandise at competitive prices. If our merchandise offerings\ndo not meet our customers’ expectations regarding quality, innovation and safety, we could experience lost sales, increased costs\nand exposure to legal and reputational risk. All of our products must comply with applicable product safety laws, and we are dependent\non our vendors to ensure that the products we buy comply with all safety and quality standards. Events that give rise to actual, potential\nor perceived product safety concerns could expose us to government enforcement action or private litigation, result in costly product\nrecalls and other liabilities and lead to reputational harm and loss of customer confidence. To the extent our suppliers are subject\nto added government regulation of their product design and/or manufacturing processes, the cost of the merchandise we purchase may rise.\n\n \n\nFurthermore,\nour vendors are impacted by global economic conditions which in turn impact our ability to source merchandise at competitive prices.\nFor example, the recent surges in consumer demand, tariffs, shortages of raw materials and disruptions to the global supply chain have\nnegatively impacted costs and inventory availability and may continue to have a negative impact on future results and profitability.\nCredit market and other macroeconomic conditions could also have a material adverse effect on the ability of our global and domestic\nsuppliers to finance and operate their businesses.\n\n \n\nIf\nwe experience transitions or changeover with any of our significant vendors, or if they experience financial difficulties or otherwise\nare unable to deliver merchandise to us on a timely basis, or at all, we could have product shortages in our stores that could adversely\naffect customers’ perceptions of us and cause us to lose customers and sales.\n\n \n\n**Our\nability to effectively implement our business strategy depends on the successful recruitment and retention of highly skilled and experienced\nmanagement and other key personnel, and we cannot assure that we will be able to hire or retain such employees.**\n\n \n\nTo\ndate, we have been successful because, in part, we have been able to consistently attract, recruit and retain a sizeable workforce of\nexperienced management and knowledgeable key employees. Our ability to effectively implement our business strategy will depend upon,\namong other factors, the successful recruitment and retention of additional highly skilled and experienced management and other key personnel.\nThese individuals are difficult to find, particularly in Singapore and Malaysia where the bulk of our operations currently take place,\nand as the economy in both Singapore and Malaysia expands, there is increasing competition for skilled workers. We cannot be certain\nthat we will be able to find, hire or retain such employees, or even if we are able to so hire such employees, that the financial costs\nof doing so will not adversely affect our net income.\n\n \n\n**Our\noperations depend highly on Chin Heng Neo (“Jimmy Neo), our Chief Executive Officer, Chin Aik Neo (“Edward Neo”), our\nDeputy Chief Executive Officer, Ching Kiat Neo (“CK Neo”), our Chief Operating Officer, and a small number of other executives.**\n\n \n\nThe\nsuccess of our operations depends greatly on a small number of key executives, including Jimmy Neo, Edward Neo and CK Neo. The loss of\nthe services of any of Jimmy Neo, Edward Neo or CK Neo, or any of the other key executives could adversely affect our ability to conduct\nour business. Although we believe we would be able to find other executives to replace any of these key executives, the search for such\nexecutives and the integration of such executives into our business will inevitably occur only over an extended period of time. During\nthat time the lack of senior leadership could affect adversely our Group’s sales and service as well as our Group’s business\ndevelopment efforts.\n\n \n\n5\n\n \n\n \n\n**The\nautomotive and general industrial equipment industries are highly competitive, and we may be unable to compete successfully with our\ncompetitors who have greater resources than we do.**\n\n \n\nIn\norder for us to have and maintain a competitive edge over our competitors, we will have to do a better job than our competitors do satisfying\nthe criteria that drive our Group’s present and potential customers’ purchase decisions. These criteria include the quality\nof our products and services, price/cost competitiveness, product performance, reliability and timeliness of delivery, new product and\ntechnology development capability, degree of global and regional presence, effectiveness of customer service, and overall management\ncapability. The number and quality of competitors will vary according to the particular industry and geographical market. Additionally,\nour competitors may have substantially greater revenues, financial resources and market presence such as stronger brand names, consumer\nrecognition, business relationships with manufacturers, and more established geographic presence than we have as we seek to expand into\nnew geographic markets. Our Group may be unable to compete favorably with new or improved competition. This may substantially harm our\nbusiness, business prospects, and results of operation.\n\n \n\nInternationally,\nwe face different market dynamics and competition. We may not be as successful as our competitors in generating revenues in international\nmarkets due to the lack of recognition of our brand, products, navigating local regulations, and hiring in new labor markets, among other\nfactors. Developing product recognition overseas is costly and time-consuming. Our Group’s international expansion efforts may\nbe more costly and less profitable than we expect. If we are unable to execute our business expansion successfully in our target markets,\nour investment in such efforts may not be returned, our overall sales could decrease, our management team may be overstretched in managing\nthese initiatives and our established business could suffer, margins could be negatively impacted and we could lose market share, any\nof which could materially harm our business, results of operations and profitability.\n\n \n\n**Our\nreliance in imported products increases our supply chain risk and foreign currency exposure.**\n\n \n\nWe\ndirectly import almost all of the products and components that we sell. Changes to the price or flow of these goods for any reason, such\nas the availability and cost of raw materials to suppliers, currency fluctuations, shipping and transport availability and cost, civil\nunrest or acts of war, disruptions in maritime lanes, port labor disputes, economic conditions and instability in the countries in which\nforeign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, issues with labor\npractices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase\nlabor costs during and following the disruption), increased import duties or tariffs, merchandise quality or safety issues, increases\nin wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are\nlocated or from which they import, often are beyond our control and could adversely affect our operations and profitability. In addition,\nthe foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, import limitations\non certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade and\nport labor agreements are beyond our control. These and other factors, such as the pandemic, affecting our suppliers and our\naccess to products could adversely affect our business and financial performance.\n\n \n\n**We\nmay be unable to sustain our past growth or successfully implement our growth strategy, which may have a negative effect on our business,\nfinancial condition, or results of operations.**\n\n \n\nOur\nsales decreased by approximately $4.3 million from approximately $62.7 million for the financial year ended December 31, 2024 to\napproximately $58.4 million for the financial year ended December 31, 2025 primarily due to the decrease from customer demands. We\nhave seen the decrease in sales for the financial year ended December 31, 2025, however, there is no assurance that this\nwill be sustainable. Our future growth will depend upon various factors, including the reliability of sourcing and timely delivery\nof the products we sell, as well as strength of our brand image, our ability to continue to produce innovative products, consumer\nacceptance of our products, competitive conditions in the marketplace, the growth in Asia Pacific, the Middle East (which in turn\nservices downstream customers in African and some European countries) and American markets and, in general, the continued growth of\nthe marine, energy, mining, construction, agricultural, and oil and gas industries into which we sell our products. If we are unable\nto sustain our past growth or successfully implement our growth strategy, our business, financial condition or results of operations\ncould be negatively affected.\n\n \n\nAs\npart of our strategy to strengthen our engineering capabilities and to grow our green technology capabilities, we acquired INNEOVA\nEngineering Pte. Ltd. through a subsidiary. We closed the transaction in April 30, 2025 and issued approximately $6.2 million\nordinary shares as consideration to the controlling shareholder, Soon Aik Global Pte. Ltd. We are expecting that this acquisition will help position us for future growth and expansion of\nour business. If these plans do not materialize, if we are unable to leverage this new business line or adequately incorporate it\ninto our business, we will have issued significant shares in the Company without seeing the benefits of additional revenue. It may\ntake time to see the benefits of the acquisition, if we do at all.\n\n \n\n6\n\n \n\n \n\n**We\nare a supplier to the marine, energy, mining, construction, agricultural, and oil and gas industries, and our business is dependent in\nlarge part on the orders we receive from these customers and from their success.**\n\n \n\nAs\na supplier to companies in the marine, energy, mining, construction, agricultural, and oil and gas industries, we are affected by larger\nmacroeconomic trends and developments that affect these industries. Losses in market share individually or a decline in the overall market\nof our Off-Highway Business customers or the discontinuance by our Off-Highway Business customers of their products could negatively\nimpact our business, financial condition, or results of operations. If any one or more of our Off-Highway Business customers reduce production\ndue to their own reduced demand or changed business, their orders to us for our products would in turn be reduced, which could negatively\naffect our business, financial condition, or results of operations.\n\n \n\n**Sales\nfrom our top five (5) customers have historically made up a significant portion of our sales and the loss of one or more major\ncustomers could have a material adverse effect on our business, financial condition and results of operations.**\n\n \n\nOur\naggregate sales generated from our top five (5) customers were approximately 21.3% and 22.4% of our revenue for the financial years\nended December 31, 2025 and 2024, respectively. Our sales to our largest customer amounted to approximately $4.2 million and $3.4 million, representing approximately 7.3% and 5.5% of our revenue for the financial years ended December 31, 2025\nand 2024, respectively. Our total sales are significantly affected by the demands of our largest customers due to vigorous price\ncompetition in the supply chain, supply chain shortage and disruption, and inflationary cost pressure as our customers will seek to\npurchase products optimizing for price and timing of delivery. The loss of one or more of our major customers, or a substantial\ndecrease in demand by any of those customers for our products, could have a material adverse effect on our business, results of\noperations and financial condition.\n\n \n\n**Our\nbusiness is sensitive to economic conditions that impact consumer spending. Our On-Highway and Off-Highway products, and the On-Highway\nvehicles and Off-Highway industrial heavy equipment into which they are incorporated may be adversely impacted by a variety of changes\nin the economy.**\n\n \n\nOur\nbusiness depends substantially on overall global economic and market conditions. In particular, a majority of the end users of our products\ncurrently reside in Asia and the Middle East. These areas are either in the process of recovering from recession or, in some cases, are\nstill struggling with recession, disruption in banking and/or financial systems, economic weakness and socio-political uncertainty. More\nbroadly, as markets we serve contract, both our retail and industrial clients have less discretion to spend on our products.\n\n \n\nThere\ncould also be various secondary effects resulting from an economic downturn, such as insolvency of our suppliers resulting in product\ndelays, an inability of our distributor and dealer customers to obtain credit to finance purchases of our products, customers delaying\npayment to us for the purchase of our products due to financial hardship or an increase in bad debt expense. Any of these effects could\nnegatively affect our business, financial condition or results of operations.\n\n \n\n**Our\nbusiness may suffer if we are unable to maintain our premium brand image.**\n\n \n\nOur\nproducts are selected by both dealers and distributors in part because of the global premium brand reputation of our business and our\nproducts. Our success depends on our ability to maintain and build our brand image. We have focused on building our brand through producing\nproducts that we believe are innovative, high in performance and highly reliable. In addition, our brand benefits from marketing programs\naimed at retail and wholesale business customers in various media and other channels, which we believe should continue and expand for\nongoing brand recognition. We need to maintain our position in the automotive and industrial heavy equipment markets by continuing to\nprovide high quality products and services and continuing to invest in marketing efforts such as sponsorships, product innovation, and\npublic relations.\n\n \n\n7\n\n \n\n \n\nThere\ncan be no assurance, however, that we will be able to maintain or enhance the strength of our brand in the future. Our brand could be\nadversely impacted by, among other things:\n\n \n\n \n●\nfailure\nto develop new products that are innovative, high-performance and reliable;\n\n \n●\nproduct\nrecalls;\n\n \n●\ninconsistent\nmarketing uses of our brand and our other intellectual property assets, as well as failure to protect our intellectual property;\nand\n\n \n●\nchanges\nin consumer trends and perceptions.\n\n \n\nAny\nadverse impact on our brand could in turn negatively affect our business, financial condition, or results of operations.\n\n \n\n**Interruptions\naffecting our supply chain may adversely affect our business.**\n\n \n\nOur\nsupply chain assets are a critical part of our operations, particularly in light of increasing customer demand for readily available\nproducts. We depend on our vendors’ abilities to timely deliver products and on third parties for the operation of certain aspects\nof our supply chain network. The factors that can adversely these aspects of our operations include, but are not limited to:\n\n \n\n \n●\ninterruptions\nto our delivery capabilities;\n\n \n●\nfailure\nof third parties to meet our standards or their commitments to us;\n\n \n●\nhindering\nour ability to meet our demand for product volumes and timing;\n\n \n●\nincreasing\ntransportation costs or other factors that could impact cost, such as having to find more expensive products that are more timely\navailable; and\n\n \n●\na\nwidespread pandemic and disruptions as a result of efforts to control or mitigate the pandemic (such as facility closures, governmental\norders, outbreaks and/or transportation capacity).\n\n \n\nOur\nrevenue decreased by approximately $4.3 million for the financial year ended December 31, 2025 as compared to the financial year ended\nDecember 31 2024, respectively, largely as a result of the decrease in customer demands. It is important that we maintain optimal levels\nof inventory in our distribution centers and retail stores and be able to respond rapidly to shifting customer demands. Any disruption\nto, or inefficiency in, our supply chain network, whether due to geopolitical conflicts, a global pandemic, supplier lapses, or other\nfactors, could affect our revenue and profitability. If we fail to manage these risks effectively, we could experience a material adverse\nimpact to our reputation, revenue and profitability.\n\n \n\n**A\ndisruption at our suppliers’ manufacturing facilities would significantly interrupt our ability to meet the demands for our products.**\n\n \n\nWe\nimport the majority of our supplies from the Middle East, the People’s Republic of China, Japan, Europe and the United States.\nWhile we seek to diversify the source of our supplies to mitigate any disruption of supplies for our products, such as a fire, or natural\ndisaster from any of our principal suppliers’ manufacturing facilities could significantly interrupt our ability to perform. In\ncase of future disruption, we will have to establish alternative sources for our products. This would require additional capital and\ntime on our part, which we may not be able to obtain on commercially acceptable terms, or at all and are subject to delivery and availability.\n\n \n\n**Development\nof an e-commerce line of business may be more costly to build and run and less profitable than anticipated.**\n\n \n\nWe\nintend to expand our business to provide a 24/7 digital platform for view and purchase of our products. Our ability to successfully launch\nthis business will require us to develop an entirely new sales platform that needs to be user friendly, is able to be easily updated\nand that interfaces well with our existing inventory and shipping systems. We may not be able to create an effective platform that consumers\ncan use. We also will need to compete effectively on price and usability as compared with other auto parts sales companies with already\nestablished e-commerce capabilities and with more sophisticated online sales platforms that have greater resources devoted to sales and\ndevelopment of their websites. If we cannot effectively implement an ecommerce site, our efforts may divert human resources and capital\nfrom building our core business to the detriment of our profitability, and our revenues may be reduced, in the short and long term if\nour e-commerce line of business does not gain traction with customers.\n\n \n\n8\n\n \n\n \n\n**Our\nsubstantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability\nto service our indebtedness, which could negatively impact your ability to recover your investment in the common stock.**\n\n \n\nWe\nhave a substantial amount of indebtedness. As of December 31, 2025, we had approximately $18.9 million aggregate principal amount of\nindebtedness outstanding. Our indebtedness and the current constraints on our liquidity could have important consequences, including\nthe following:\n\n \n\n \n●\nwe\nmust use a substantial portion of our cash flow from operations to service our indebtedness, which reduces or will reduce funds available\nto us for other purposes such as working capital, capital expenditures, other general corporate purposes and potential acquisitions;\n\n \n●\nour\nability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions\nor general corporate purposes is limited;\n\n \n●\nour\nleverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility\nin responding to current and changing industry and financial market conditions;\n\n \n●\nthere\nare significant constraints on our ability to generate liquidity through incurring additional debt; and\n\n \n●\nwe\nmay be more vulnerable to economic downturn and adverse developments in our business.\n\n \n\nOur\nability to meet our expenses, to remain in compliance with the terms of our existing debt instruments and to make future principal and\ninterest payments in respect of our debt depends on, among other factors, our operating performance, competitive developments and financial\nmarket conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able to control\nmany of these factors. Given current industry and economic conditions, our cash flow may not be sufficient to allow us to pay principal\nand interest on our debt and meet our other obligations, making it difficult to obtain future financing, or necessitate us restructuring\nour debt in less favorable terms or going through bankruptcy proceedings, all of which would have negative impacts on our ongoing business\nor as a going concern and may reduce the value of, or result in total loss of, an equity investment in our Company.\n\n \n\n**We\nmay be exposed to product liability.**\n\n \n\nAny\nproduct liability claims against us, and any legal proceedings, arbitration or administrative sanctions or penalties arising therefrom,\nirrespective of the outcome of the merits of such claims, would adversely affect our business, financial condition, results of operations\nas well as our corporate image and reputation. Even if we are able to defend against any such claim successfully, there can be no assurance\nthat our customers will not lose confidence in our products as a result of such claim, which may in turn adversely affect our future\nbusiness. In addition, any product liability claim could result in significant costs and expenses which may or may not be recoverable.\nWe currently only have product liability insurance for our in-house brand product REV-1, and in the event of a product liability claim\nbrought against us for any other product that we manufacture or resell, we would have to bear the full expense of defending the claim\nand any payment to the plaintiffs upon settlement or an adverse judgment.\n\n \n\n**We\nare exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other\nuncontrollable events.**\n\n \n\nUnforeseeable\ncircumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics or\noutbreaks of communicable diseases such as Severe Acute Respiratory Syndrome (“SARS”), Middle East Respiratory\nSyndrome (“MERS”), Ebola or other contagious diseases, may disrupt our operations and cause loss and damage to our storage\nfacilities and processing facilities, and acts of war, terrorist attacks or other acts of violence may further materially and adversely\naffect the global financial markets and consumer confidence. Our business may also be affected by macroeconomic factors in the countries\nin which we operate, such as general economic conditions, market sentiment, social and political unrest, and regulatory, fiscal, and\nother governmental policies, all of which are beyond our control. Any such events may cause damage or disruption to our business, markets,\ncustomers, and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations and\nprospects.\n\n \n\n9\n\n \n\n \n\n**We\nmay be affected by adverse changes in the political, economic, regulatory, or social conditions in the countries in which we and our\ncustomers and suppliers operate or into which we intend to expand.**\n\n \n\nWe\nand our customers and suppliers are governed by the laws, regulations, and government policies in each of the countries in which we and\nour customers and suppliers operate or into which we intend to expand our business and operations, such as Singapore, the Middle East,\nAfrica, and Asia Pacific. Our business and future growth are dependent on the political, economic, regulatory, and social conditions\nin these countries, which are beyond our control. Any economic downturn, changes in policies, implementation of high tariffs, currency\nand interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations,\nduties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial\ncondition, results of operations and prospects.\n\n \n\n**If\ndemand for our products slows, then our business may be materially and adversely affected.**\n\n \n\nDemand\nfor the products we sell may be affected by a number of factors we cannot control, including rising energy prices, which may cause customers\nto drive less and automotive advances, such as the increasing demand for electric vehicles, can result in cars needing replacement parts\nless frequently. Such factors could result in a decline in the demand for our products, which could adversely affect our business and\noverall financial condition.\n\n \n\n**If\nour electronic data is compromised our business could be significantly harmed.**\n\n \n\nWe\nand our business partners maintain data electronically in locations around the world, and, accordingly, we face cybersecurity risks.\nThis data relates to many aspects of our business, and also contains certain customer, consumer, supplier, partner and employee data.\nWe maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion,\ncyber-attacks or tampering that could compromise the integrity and privacy of this data. Any compromise of the confidential data of our\ncustomers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data\nthrough breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers,\nemployees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant\ncosts and liabilities and result in a loss of business that could be material.\n\n \n\n**Risks\nRelated to Our Securities**\n\n \n\n**We\nmay not maintain the listing of our Class A Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to\nmake transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.**\n\n \n\nWe\nlist our Class A Ordinary Shares on the Nasdaq Capital Market and in order to continue listing our shares on the Nasdaq Capital Market,\nwe must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure\nyou that our shares will continue to be listed on the Nasdaq Capital Market in the future. On December 8, 2025, we received\na letter from Nasdaq that the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing\nRules 5550(a)(2), to maintain a minimum bid price of $1 per share. We have until June 8, 2026, in which to regain\ncompliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, we may\nbe eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly\nheld shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and\nis able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse\nstock split, if necessary. If it appears that the Company will not be able to cure the deficiency, or if we are otherwise\nnot eligible, our securities will be subject to delisting. \n\n \n\nIf\nthe Nasdaq Capital Market delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange,\nwe expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant\nmaterial adverse consequences, including:\n\n \n\n \n●\na\nlimited availability of market quotations for our Class A Ordinary Shares;\n\n \n●\nreduced\nliquidity for our Class A Ordinary Shares;\n\n \n●\na\ndetermination that our Class A Ordinary Shares are “penny stock,” which will require brokers trading in our shares to\nadhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our\nClass A Ordinary Shares;\n\n \n●\na\nlimited amount of news and analyst coverage; and\n\n \n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future.\n\n \n\n10\n\n \n\n \n\nAs\nlong as our Class A Ordinary Shares are listed on the Nasdaq Capital Market, U.S. federal law prevents or preempts the states from regulating\ntheir sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding\nof fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq Capital Market,\nwe would be subject to regulations in each state in which we offer our shares.\n\n \n\n**The\ntrading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.**\n\n \n\nThe\ntrading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen\nbecause of the broad market and industry factors, such as the performance and fluctuation of the market prices of other companies with\nbusiness operations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry\nfactors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the\nfollowing:\n\n \n\n \n●\nfluctuations\nin our revenues, earnings and cash flow;\n\n \n●\nchanges\nin financial estimates by securities analysts;\n\n \n●\nadditions\nor departures of key personnel;\n\n \n●\nrelease\nof lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n \n●\npotential\nlitigation or regulatory investigations.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\nIn\nthe past, shareholders of public companies have often brought securities class action suits against those companies following periods\nof instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount\nof our management’s attention and other resources from our business and operations and require us to incur significant expenses\nto defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our\nreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be\nrequired to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.\n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations\nregarding our Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.**\n\n \n\nThe\ntrading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business.\nIf one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts\ncease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could\ncause the market price or trading volume for our shares to decline.\n\n \n\n**Short\nselling may drive down the market price of our Class A Ordinary Shares.**\n\n \n\nShort\nselling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention\nof buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value\nof the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay\nless in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline,\nmany short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its\nbusiness prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These\nshort attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,\nwhether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such\nallegations and/or defend ourselves, and the market price of our Class A Ordinary Shares may decrease. While we would strongly defend\nagainst any such short seller attacks, we may be constrained in how to proceed against the relevant short seller by principles of freedom\nof speech, applicable state law or issues of commercial confidentiality.\n\n \n\n11\n\n \n\n \n\n**Because\nwe do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a\nreturn on your investment.**\n\n \n\nWe\ncurrently intend to retain our available funds and any future earnings after the Public Offering to fund the development and growth of\nour business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an\ninvestment in our shares as a source for any future dividend income. Our board of Directors has complete discretion as to whether to\ndistribute dividends, subject to certain requirements of Cayman Islands law. Even if our board of Directors decides to declare and pay\ndividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations\nand cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial\ncondition, contractual restrictions and other factors as determined by our board of Directors. Accordingly, the return on your investment\nin our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is\nno guarantee that our Class A Ordinary Shares will appreciate in value after the Public Offering or even maintain the price at which\nyou purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.\n\n \n\n**The\ntrading price of our Class A Ordinary Shares may be subject to rapid and substantial volatility, which could make it difficult for prospective\ninvestors to assess the rapidly changing value of our Ordinary Shares and result in substantial losses to investors.**\n\n \n\nAs\na relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme\nprice run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares\nmay be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility,\nincluding any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making\nit difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.\n\n \n\nThe\ntrading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control and for reasons\nthat are unrelated to our actual or expected performance. In addition, if the trading volumes of our Class A Ordinary Shares are low,\npersons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume\nof trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly. Holders of our Class A Ordinary Shares may\nalso not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad\nmarket fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary\nShares.\n\n \n\nIn\naddition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our\nown operations, including the following:\n\n \n\n \n●\nfluctuations\nin our revenues, earnings and cash flow;\n\n \n●\nchanges\nin financial estimates by securities analysts;\n\n \n●\nadditions\nor departures of key personnel;\n\n \n●\nrelease\nof lock-up or other transfer restrictions on our issued and outstanding equity securities or sales of additional equity securities;\nand\n\n \n●\npotential\nlitigation or regulatory investigations.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\nIn\nthe event of market volatility, shareholders of public companies have often brought securities class action suits against those companies\nfollowing periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert\na significant amount of our management’s attention and other resources from our business and operations and require us to incur\nsignificant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful,\ncould harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against\nus, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results\nof operations.\n\n \n\n12\n\n \n\n \n\n**If\nwe are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States\nfederal income tax consequences.**\n\n \n\nWe\nare a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, and\nwe will be so classified if, for any taxable year, either\n\n \n\n \n●\nAt\nleast 75.0% of our gross income for the financial year is passive income; or\n\n \n●\nThe\naverage percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that\nare held for the production of passive income is at least 50.0%.\n\n \n\nPassive\nincome generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade\nor business), and gains from the disposition of passive assets.\n\n \n\nIf\nwe are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who\nholds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional\nreporting requirements.\n\n \n\nIt\nis possible that, for our current taxable year or for any subsequent year, more than 50.0% of our assets may be assets which produce\npassive income. We will make this determination following the end of any tax year. We treat our affiliated entities as being owned by\nus for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities\nbut also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results\nin our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its\npro-rata share of the gross income and assets of any entity in which it is considered to own at least 25.0% of the equity by value.\n\n \n\nFor\na more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to\nbe a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”\n\n \n\n**Our\ncontrolling shareholders collectively, beneficial ownership have substantial influence over the Company. Their interests may not be\naligned with the interests of our other shareholders, and it could prevent or cause a change of control or other\ntransactions.**\n\n \n\nAs\nat the date of this Annual Report, Chee Eng Neo (“CE Neo”), Jimmy Neo, Edward Neo, and CK Neo collectively, beneficial ownership an aggregate of 87.84% of our issued and outstanding Ordinary Shares and they will indirectly beneficial ownership approximately 87.84%\nof our issued and outstanding Ordinary Shares.\n\n \n\nAccordingly,\nour controlling shareholders could control the outcome of any corporate transaction or other matter submitted to the shareholders for\napproval, including mergers, consolidations, the election of Directors and other significant corporate actions, including the power to\nprevent or cause a change in control. The interests of our largest shareholders may differ from the interests of our other shareholders.\nWithout the consent of our controlling shareholders, we may be prevented from entering into transactions that could be beneficial to\nus or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares.\nFor more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”\n\n \n\n**As\na company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance\nmatters that differ significantly from Nasdaq Capital Market corporate governance listing standards. These practices may afford less\nprotection to shareholders than they would enjoy if we complied fully with Nasdaq Capital Market corporate governance listing standards.**\n\n \n\nAs\na foreign private issuer that has applied to list our Class A Ordinary Shares on the Nasdaq Capital Market, we may rely on a provision\nin the Nasdaq Capital Market corporate governance listing standards that allows us to follow Cayman Islands law regarding certain aspects\nof corporate governance. While we do not currently intend to rely on home country practices, if we were to do so in the future, this\nwould allow us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements\napplicable to U.S. companies listed on the Nasdaq Capital Market.\n\n \n\n13\n\n \n\n \n\nFor\nexample, we would be exempt from Nasdaq Capital Market regulations that require a listed U.S. company to:\n\n \n\n \n●\nhave\na majority of the board of directors consist of independent directors;\n\n \n●\nrequire\nnon-management directors to meet on a regular basis without management present;\n\n \n●\nmaintain\ndirector independence requirements of our compensation, nomination, and audit committees; and\n\n \n●\nseek\nshareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such\nas transactions, involving the sale of 20.0% or more of our Ordinary Shares for less than the greater of book or market value of\nthe shares.\n\n \n\nAs\na foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required\nunder Nasdaq Capital Market’s rules for domestic U.S. issuers, provided that we disclose any significant ways in which our corporate\ngovernance practices differ from those followed by domestic companies under Nasdaq Capital Market listing standards. See “Management\n–– Foreign Private Issuer Status” for more information. In the event we elected to rely on the corporate governance\nexemptions available to foreign private issuers under Nasdaq Capital Market rules, you would not have the same protection afforded to\nshareholders of companies that are subject to all of Nasdaq Capital Market’s corporate governance requirements.\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\nwe are incorporated under Cayman Islands law.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed\nby our Memorandum and Amended and Restated Articles of Association, the Companies Act (as revised) and the common law of the Cayman Islands.\nThe rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of\nour Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of\nthe Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common\nlaw, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders\nand the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or\njudicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws\nthan the United States and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the\nstanding to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the\nCayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce\na non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits provided that certain conditions are\nmet.\n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than\nthe memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. The Amended and Restated\nArticles of Association have provisions that provide our Shareholders the right to inspect the register of members without charge, and\nto receive the annual audited financial statements of our Company. Subject to the foregoing, our Directors are not otherwise required\nunder our Memorandum and Amended and Restated Articles of Association to make our corporate records available for inspection by our shareholders.\nThis may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution\nor to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as U.S. states. Currently, we do not intend to rely on home country practice with respect to\nany corporate governance matter. If we were to do so in the future, our shareholders may be afforded less protection than they otherwise\nwould under rules and regulations applicable to U.S. domestic issuers.\n\n \n\n14\n\n \n\n \n\nAs\na result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our\nmanagement, members of the board of Directors or controlling shareholders than they would as shareholders of a company incorporated in\na U.S. state. For a discussion of significant differences between the provisions of the Companies Act (as revised) and the laws applicable\nto companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences\nin Corporate Law.”\n\n \n\n**Certain\njudgments obtained against us by our shareholders may not be enforceable.**\n\n \n\nWe\nare a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all\nof our current Directors and Executive Officers are nationals and residents of countries other than the United States and substantially\nall of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect\nservice of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts,\nincluding judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United\nStates. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce\na judgment against our assets or the assets of our Directors and Executive Officers. For more information regarding the relevant laws\nof the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have\nmore difficulties in protecting their interests through actions against us or our Directors, Executive Officers or major shareholders\nthan would shareholders of a corporation incorporated in a jurisdiction in the United States.\n\n \n\n**We\nare an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.**\n\n \n\nWe\nare an “Emerging Growth Company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various\nrequirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required\nto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an Emerging Growth\nCompany. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain\ninformation they may deem important.\n\n \n\nThe\nJOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards\nuntil such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words,\nan emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private\ncompanies. We have elected to take advantage of the extended transition period, although we have early adopted certain new and revised\naccounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial\nstatements may not be comparable to other public companies that comply with the public company effective dates for these new or revised\naccounting standards.\n\n \n\n**We\nare a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to\nUnited States domestic public companies.**\n\n \n\nBecause\nwe are 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\nrules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;\n\n \n●\nthe\nsections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered\nunder the Exchange Act;\n\n \n●\nthe\nsections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability\nfor insiders who profit from trades made in a short period of time; and\n\n \n●\nthe\nselective disclosure rules by issuers of material non-public information under Regulation FD.\n\n \n\n15\n\n \n\n \n\nWe\nwill be required to file an annual report on Form 20-F within four (4) months of the end of each financial year. In addition, we\nintend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and\nregulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to\nthe SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less\ntimely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same\nprotections or information that would be made available to you if you were investing in a U.S. domestic issuer.\n\n \n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.**\n\n \n\nAs\ndiscussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and\ncurrent reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business\nDay of an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect\nto us on December 31, 2026. In the future, we would lose our foreign private issuer status if (a) more than 50.0% of our outstanding\nvoting securities are owned by U.S. residents and (b) a majority of our Directors or Executive Officers are U.S. citizens or residents,\nor we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private\nissuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms,\nwhich are more detailed and extensive than the forms available to a foreign private issuer. We would also have to comply with U.S. federal\nproxy requirements, and our Directors, Executive Officers and 10.0% shareholders would become subject to the short-swing profit disclosure\nand recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain\ncorporate governance requirements under the listing rules of the Nasdaq Capital Market. As a U.S. listed public company that is not a\nforeign private issuer, we would incur significant additional legal, accounting, and other expenses that we would not incur as a foreign\nprivate issuer.\n\n \n\n**ENFORCEABILITY\nOF CIVIL LIABILITIES**\n\n \n\nOur\nCompany is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman\nIslands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective\njudicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional\nand support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides\nless protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.\n\n \n\nAll\nof our current operations are conducted outside of the United States and all of our current assets are located outside of the United\nStates, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers\nof our Company and the auditors of our Company reside outside the United States and substantially all of their assets are located outside\nthe United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or\nany such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including\njudgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.\n\n \n\nWe\nhave appointed Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168 as our agent upon\nwhom process may be served in any action brought against us under the securities laws of the United States.\n\n \n\n16"}