{"url_path":"/sec/iotr/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","accession_number":"0001213900-26-075976","cik":"0001997637","ticker":"IOTR","issuer_name":"iOThree Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","primary_entity_key":"0001997637","primary_entity_name":"iOThree Ltd"},"word_count":856,"has_tables":true,"body_markdown":"**ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS\nAND USE OF PROCEEDS**\n\n** **\n\n**Material Modifications to the Rights of Security Holders**\n\n \n\nOn October 10, 2025, at the Extraordinary General\nMeeting of Members of the Company, our shareholders approved the Second Amended and Restated Memorandum and Articles of Association (the\n“Second Amended Articles”), which became effective on October 10, 2025. The full text of the Second Amended and Restated Memorandum\nand Articles of Association is filed as Exhibit 1.1 to this Annual Report and is incorporated herein by reference. The Second Amended\nArticles made the following material modifications to the rights of the Company’s security holders:\n\n \n\n*Reclassification of Share Capital*\n\n* *\n\nPrior to the adoption of the Second Amended Articles,\nthe Company was authorized to issue 80,000,000 Ordinary Shares of a single class with a par value of $0.00625 each. Under the Second Amended\nArticles, the Company’s authorized share capital was restructured into three classes, authorizing the issuance of up to 800,000,000\nshares (on a pre-reverse-split basis), consisting of: (i) 700,000,000 Ordinary Shares, (ii) 90,000,000 Class A shares, and (iii) 10,000,000\npreferred shares, each with a par value of $0.00625 per share (pre-reverse-split). Following the one-for-ten reverse share split effective\nNovember 10, 2025, the Company’s authorized share capital consists of 70,000,000 Ordinary Shares, 9,000,000 Class A shares, and\n1,000,000 preferred shares, each with a par value of $0.0625 per share.\n\n \n\n*Voting Rights*\n\n* *\n\nEach Ordinary Share entitles its holder to one\n(1) vote on any resolution of members. Each Class A share entitles its holder to fifty (50) votes on any resolution of members. Ordinary\nShares and Class A shares vote together as one class on all matters. The rights, preferences, and privileges of the preferred shares shall\nbe determined by the board of directors pursuant to a resolution of directors, and the board is empowered to amend and restate the Memorandum\nand Articles of Association to reflect such rights without requiring member approval.\n\n \n\n*Issuance Restrictions on Class A Shares*\n\n* *\n\nClass A shares may only be issued to “Eligible\nClass A Holders,” defined as persons who are, at the time of issuance, incumbent directors, executive officers, or incumbent members\nof the Company, or companies wholly owned by such persons.\n\n \n\n*Conversion of Class A Shares*\n\n* *\n\nHolders of fully paid Class A shares may convert\ntheir shares into Ordinary Shares at any time on a one-for-one basis (the “Conversion Ratio”) by providing five (5) days’\nprior written notice to the Company. Conversion is effected by way of re-designation of Class A shares as Ordinary Shares, rather than\nby redemption and reissue, and becomes effective upon entry in the register of members. The Company is required at all times to reserve\nand keep available a sufficient number of authorized but unissued Ordinary Shares to satisfy the conversion of all outstanding Class A\nshares. Ordinary Shares are not convertible into Class A shares under any circumstances.\n\n \n\n*Automatic Conversion of Class A Shares*\n\n \n\nAll outstanding Class A shares will automatically\nconvert into Ordinary Shares at the then-applicable Conversion Ratio if the holders of Class A shares in aggregate beneficially own less\nthan one percent (1%) of the total number of Class A shares originally issued and outstanding as of the date of adoption of the Second\nAmended Articles.\n\n \n\n78\n\n \n\n \n\n*Transfer Restrictions on Class A Shares*\n\n* *\n\nAny transfer of Class A shares to a person who\nis not a “Permitted Transferee” (as defined in the Second Amended Articles) will result in the automatic conversion of such\nClass A shares into Ordinary Shares immediately prior to the registration of the transfer. The board of directors has the authority to\nreview, approve, or reject any proposed transfer of Class A shares.\n\n  \n\n**Use of Proceeds**\n\n \n\nOn April 11, 2025, we completed our initial public\noffering of 1,650,000 Ordinary Shares sold at a public offering price of $4.00 per share, or the IPO. The Ordinary Shares offered and\nsold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form F-1 (File No. 333-276674), which\nwas declared effective by the SEC on March 31, 2025. Eddid Securities USA Inc. acted as representative of the underwriters in our IPO.\n\n \n\nOur IPO, including the over-allotment, generated\ngross proceeds of $8,400,000, before deducting underwriting discounts and other related expenses, including $6,600,000 received by the\nCompany and $1,800,000 received by the selling shareholders. We paid underwriting discounts of approximately $462,000 and other issuance\ncosts of approximately $1.6 million. We paid out of pocket all of our fees, costs and expenses in connection with the IPO.\n\n \n\nNo offering proceeds were paid directly or indirectly\nto any of our directors or officers (or their associates), persons owning 10% or more of the Ordinary Shares or any other affiliates.\n\n \n\nAs of March 31, 2026, we had used approximately\n$2.6 million of the net proceeds from our IPO, primarily for solution development, obtaining class approval for our range of digital applications,\nmarketing and branding, and/or general working capital and other general corporate purposes, consistent with the expected use of proceeds\ndescribed in the final prospectus. The remaining net proceeds of approximately $1.0 million were held in bank deposits pending their use."}