{"url_path":"/sec/ineo/10-k/2026/item-9","section_key":"item-9","section_title":"Item 9 THE OFFER AND LISTING**","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":807,"has_tables":true,"body_markdown":"**ITEM\n9. THE OFFER AND LISTING**\n\n \n\n**Offer\nand Listing Details**\n\n \n\nOn May 1, 2025, the Company announced the acquisition of 100% stake in\nINNEOVA Engineering Pte. Ltd. from its controlling shareholder, Soon Aik Global Pte Ltd (the “Seller”), which was approved\nat during an extra-ordinary general meeting (EGM) held on March 31, 2025. On the terms and conditions set forth in the INNEOVA Agreement,\nupon consummation of the acquisition (the “Closing”), the Seller will receive 6,295,624 ordinary shares of the Company (the\n“Consideration Shares”) in return for all of the outstanding shares of INNEOVA Engineering Pte. Ltd. The calculation of the\namount of Consideration Shares was based on an implied purchase price of SGD10,235,000, the stock price for ordinary shares of the Company\nas of market close on February 28, 2025, $1.21, and a SGD to USD exchange rate of 0.74428 calculated as of February 28, 2025.\n\n \n\nOn\nApril 25, 2025, our shareholders approved changing our name to INNEOVA Holdings Limited, which name change was effective on April 28,\n2025, at which time our shares began trading under the Nasdaq symbol “INEO.”\n\n \n\nOn\nOctober 22, 2024, the Company completed its initial public offering of 875,000 Ordinary Shares at a public offering price of US$8.00\nper share (the “Public Offering”). Total gross proceeds to the Company from the Public Offering were $7 million.\nTotal offering cost was approximately $7.3 million. The Ordinary Shares began trading on October 23, 2024 on the Nasdaq\nCapital Market under the ticker symbol “SAG.”\n\n \n\n62\n\n \n\n \n\n**History\nof Ordinary Shares Issuance**\n\n \n\nThe\nfollowing is a summary of our securities issuances in the past three (3) years.\n\n \n\nFor\nthe past three (3) years, we have issued and sold the following securities without registering such securities under the Securities\nAct. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section\n4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the\nSecurities Act regarding sales by an issuer in offshore transactions. No underwriter was involved in these issuances of\nsecurities.\n\n \n\nPursuant\nto a group reorganization on September 29, 2022, the Registrant issued an aggregate of 8,915,625 Ordinary Shares, par value US$0.001,\nas follows:\n\n \n\n**Securities/Purchaser**\n** **\n**Date\nof Sale or Issuance**\n** **\n**Number\nof Securities**\n** **\n**Consideration**\n\nSoon\nAik Global Pte Ltd, a company incorporated in Singapore with its address at 14 Ang Mo Kio Street 63 Singapore 569116\n \nSeptember\n29, 2022\n \n8,915,624\nOrdinary Shares\n \n951\nshares of INNEOVA Group\n\n \n \n \n \n \n \n \n\nCelestial\nHorizon Holdings Limited, a company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services\nCentre Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands\n \nSeptember\n29, 2022\n \n459,375\nOrdinary Shares\n \n49\nshares of INNEOVA Group\n\n \n\nOn\nJanuary 5, 2024, the Company amended its memorandum of association to effect a 1:2 forward stock split and to change the authorized share\ncapital to $100,000 divided into 200,000,000 ordinary shares, of a par value of $0.0005 each. On January 5, 2024 and January 18, 2024,\nSoon Aik surrendered in aggregate 9,272,250 ordinary shares to the Company. Celestial surrendered in aggregate 477,740 ordinary shares\nto the Company.\n\n \n\nOn\nOctober 22, 2024, the Company completed its initial public offering of 875,000 Ordinary Shares at a public offering price of US$8.00\nper share (the “Public Offering”). Total gross proceeds to the Company from the Public Offering were $7 million.\nTotal offering cost was approximately $7.3 million.\n\n \n\nOn May 1, 2025, the Company announced the acquisition of 100% stake in INNEOVA Engineering Pte. Ltd. from its controlling\nshareholder, Soon Aik Global Pte Ltd (the “Seller”), which was approved at during an extra-ordinary general meeting (EGM)\nheld on March 31, 2025. On the terms and conditions set forth in the INNEOVA Agreement,\nupon consummation of the acquisition (the “Closing”), the Seller will receive 6,295,624 ordinary shares of the Company (the\n“Consideration Shares”) in return for all of the outstanding shares of INNEOVA Engineering Pte. Ltd. The calculation of the\namount of Consideration Shares was based on an implied purchase price of SGD10,235,000, the stock price for ordinary shares of the Company\nas of market close on February 28, 2025, $1.21, and a SGD to USD exchange rate of 0.74428 calculated as of February 28, 2025.\n\n \n\nOn August 25, 2025, the authorized\nshare capital of the Company shall be re-classified and re-designated from (i) US$100,000 divided into 200,000,000 ordinary shares of\npar value of US$0.0005 each to (ii) US$100,000 divided into 150,000,000 Class A ordinary shares of par value of US$0.0005 each, 25,000,000\nClass B ordinary shares of par value of US$0.0005 each, and 25,000,000 Preferred Shares of par value of US$0.0005 each.\n\n \n\n**Transfer\nAgent**\n\n \n\nThe\ntransfer agent and registrar for the ordinary shares of the Company is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598;\ntelephone: 212-828-8436, toll-free: 855-9VSTOCK; Facsimile: 646-536-3179."}