{"url_path":"/sec/iotr/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-07","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":18594,"has_tables":true,"body_markdown":"**ITEM 3. KEY INFORMATION**\n\n** **\n\n**3.A. [Reserved]**\n\n ** **\n\n**3.B. Capitalization and Indebtedness**\n\n \n\n Not applicable.\n\n \n\n**3.C. Reasons for the Offer and Use of Proceeds**\n\n \n\n Not applicable.\n\n \n\n**3.D. Risk Factors**\n\n* *\n\n*You should carefully consider\nthe following risk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed\nin the section titled “Forward-Looking Statements,” and our financial information before you decide whether to invest in our\nsecurities. One or more of a combination of these risks could materially impact our business, financial condition or results of operations.\nIn any such case, the market price of the Ordinary Shares could decline, and you may lose all or part of your investment. Additional risks\nand uncertainties not currently known to us or that we currently do not consider to be material may also materially and adversely affect\nour business, financial condition or results of operations.*\n\n* *\n\n**Summary Risk Factors**\n\n* *\n\n*Risks Related to Our Business and Industry*\n\n \n\n \n●\nWe are an early-stage company with a limited operating history. Our relatively short track record makes it difficult to evaluate our historical performance or predict our future prospects.\n\n \n\n \n●\nLoss of key employees and the inability to continuously recruit and retain qualified employees could hurt our competitive position.\n\n \n\n \n●\nThe emergence of a competing maritime digital shipboard platform or other similar product and service could reduce the competitive advantage we believe we currently enjoy with JARVISS, which offers an open, participative infrastructure for a diversified portfolio of applications to be transmitted efficiently, with built-in cybersecurity protection.\n\n \n\n \n●\nSatellite failures or degradations in satellite performance could affect our business, financial condition and results of operations.\n\n \n\n \n●\nWe generate a significant percentage of our revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and the loss of one or more of our key customers could negatively affect our business and operating results.\n\n \n\n \n●\nAs we rely on a small number of suppliers, supplier concentration may expose us to significant financial credit or performance risk.\n\n \n\n1\n\n \n\n \n\n \n●\nDefects, errors or other performance problems in our software or hardware, or the third-party software or hardware on which we rely, could harm our reputation, result in significant costs to us, impair our ability to sell our systems and subject us to substantial liability.\n\n \n\n \n●\nWe are devoting significant resources to research and development efforts that may be unsuccessful. If we are unable to improve our existing products and services and develop new, innovative products and services, our sales and market share may decline.\n\n \n\n \n●\nOur reliance on distributors could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets.\n\n** **\n\n**Risks Related to Legal, Regulatory and Governmental\nMatters**\n\n \n\n \n●\nMost of the registrant’s operations are carried out in Singapore. As a result, our operations are subject to various political, economic, and other risks and uncertainties.\n\n \n\n \n●\nIt will be difficult to obtain jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.\n\n \n\n \n●\nWe may become subject to warranty claims, product recalls and product liability claims and may be adversely affected by unfavorable court decisions or legal settlements.\n\n** **\n\n**Risks Related to Intellectual Property,\nInformation Technology, Data Privacy and Cybersecurity**\n\n \n\n \n●\nA material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business.\n\n \n\n \n●\nWe depend on cloud-based data services operated by third parties, and any disruption in the operation of these services could harm our business.\n\n \n\n \n●\nCybersecurity breaches, attacks and other similar incidents, as well as other disruptions, could compromise our confidential and proprietary information, including personal information, and expose us to liability and regulatory fines, increase our expenses, or result in legal or regulatory proceedings, which would cause our business and reputation to suffer.\n\n \n\n \n●\nWe are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.\n\n \n\n \n●\nWe use open-source software in our systems, which could negatively affect our ability to offer our systems and subject us to litigation and other actions.\n\n** **\n\n**Risks Related to Ownership of Our Securities**\n\n \n\n \n●\nWe are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.\n\n \n\n \n●\nWe may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.\n\n \n\n \n●\nIn addition to being a foreign private issuer, we are a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, are eligible for exemptions from certain corporate governance requirements.\n\n \n\n \n●\nAs a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.\n\n \n\n \n●\nYou may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.\n\n \n\n2\n\n \n\n \n\n \n●\nOur Second Amended and Restated Memorandum and Articles of Association designate the Cayman Islands as the exclusive forum for certain litigation that may be initiated by our shareholders and the United States District Court for the Southern District of New York as the exclusive forum for litigation arising under the federal securities laws of the United States, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.\n\n \n\n \n●\nBecause we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.\n\n \n\n \n●\nOur Ordinary Shares will be subject to potential delisting if we do not meet or continue to maintain the listing requirements of Nasdaq.\n\n \n\n \n●\nOur share price has fallen significantly and we could be delisted in which case broker-dealers may be discouraged from effecting transactions in our Ordinary Shares because they may be considered penny stocks and thus be subject to the penny stock rules.\n\n \n\n \n●\nOur dual-class share structure concentrates voting power in holders of Class A shares, including entities controlled by our founder, Chairman and Chief Executive Officer, which limits the ability of holders of Ordinary Shares to influence corporate decisions and may adversely affect the trading price of our Ordinary Shares.\n\n \n\n \n●\nFor as long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public companies.\n\n** **\n\n**Risks Related to Our Business and Industry**\n\n** **\n\n**We are an early-stage\ncompany with a limited operating history. Our relatively short track record makes it difficult to evaluate our historical performance\nor predict our future prospects.**\n\n \n\nSince inception in 2019,\nwe have devoted substantially all of our resources to designing, developing and manufacturing our systems and technology, enhancing our\nengineering capabilities, building our business and establishing relations with our customers, raising capital and providing general and\nadministrative support for these operations. We are still in the early stages of our development and have a limited operating history.\nConsequently, any assessment you make about our current business or future success or viability may not be as accurate as it could be\nif we had a longer operating history or an established track record in generating predictable revenues or operating cash flows sufficient\nto fund our working capital requirements.\n\n \n\nAlthough we have several\ncustomer contracts, we have limited insight into trends that may emerge and affect our business, including our ability to attract and\nretain customers, the amount of revenue we will generate from our customers and the competition we will face. If our revenue grows slower\nthan we anticipate or we otherwise fall materially short of our forecasts and expectations, we may not be able to maintain sustained profitability\nand our financial condition will be materially and adversely affected which could cause our share price to decline and investors to lose\nconfidence in us.\n\n \n\nAdditionally, our relatively\nshort track record makes it difficult to evaluate our historical performance or predict our future prospects. Investors should consider\nour business and prospects in light of the risks, expenses, and challenges frequently encountered by companies in the early stages of\ndevelopment. Any failure to address these challenges effectively could have a material adverse effect on our business, financial condition,\nand results of operations.\n\n** **\n\n**Loss of key employees\nand the inability to continuously recruit and retain qualified employees could hurt our competitive position.**\n\n \n\nWe depend on a limited number\nof key technical, marketing and management personnel to manage and operate our business. In particular, we believe our success depends\nto a significant degree on our ability to attract and retain highly skilled engineers to facilitate the enhancement of our existing technologies\nand the development of new systems. In order to compete effectively, we must:\n\n \n\n \n●\nhire and retain qualified professionals;\n\n \n\n3\n\n \n\n \n\n \n●\ncontinue to develop leaders for key business units and functions; and\n\n \n\n \n●\ntrain and motivate our employee base.\n\n \n\nThe competition for qualified\npersonnel is intense, and the number of candidates with relevant experience, particularly in radio-frequency device and satellite communications\nsystems development and engineering, integrated circuit and technical pre- and post-sale support, is limited. Changes in employment-related\nlaws and regulations may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. Additionally,\nwe may in the future decide to dismiss, certain personnel in order to save on costs and focus on our core competencies, which may have\nan adverse effect on our reputation and our ability to retain additional qualified personnel in the future. We cannot assure that we will\nbe able to attract and retain skilled personnel in the future, which could harm our business and our results of operations.\n\n** **\n\n**The markets in which\nwe compete are relatively competitive and our competitors may have greater resources than us.**\n\n \n\nAlthough we have not encountered\nany direct competitors as there is no one company that operates and provides both business segments, the markets in which we compete are\nstill relatively competitive and competition is increasing. In addition, because the markets in which we operate are constantly evolving\nand characterized by rapid technological change, it is difficult for us to predict whether, when and by whom new competing technologies,\nproducts or services may be introduced into our markets. Currently, we face competition in each of our segments. See “*Item 4.B.\nBusiness Overview — Competition*” of this report for a discussion of the competitive environment in each of our\nsegments. Many of our competitors have significant competitive advantages, including strong customer relationships, more experience with\nregulatory compliance, greater financial and management resources and access to technologies not available to us. Many of our competitors\nare also substantially larger or more specialized than we are and may have more extensive engineering, manufacturing and marketing capabilities\nthan we do. As a result, these competitors may be able to adapt more quickly to changing technology or market conditions or may be able\nto devote greater resources to the development, promotion and sale of their products. Our ability to compete in each of our segments may\nalso be adversely affected by limits on our capital resources and our ability to invest in maintaining and expanding our market share.\n\n** **\n\n**Our competitors may\ndevelop products that are less expensive, are safer or more effective, and thus may diminish or eliminate the commercial success of any\npotential products that we may commercialize.**\n\n \n\nOur competitors may develop\nproducts that are less expensive, are safer or more effective, and thus may diminish or eliminate the commercial success of any potential\nproducts that we may commercialize. If there are competitors’ market products that are less expensive, safer or more effective than\nour future products developed from our product candidates, or that reach the market before our product candidates, we may not achieve\ncommercial success. The market may choose to continue utilizing the existing products for any number of reasons, including familiarity\nwith or pricing of these existing products. The failure of any of our product candidates to compete with products marketed by our competitors\nwould impair our ability to generate revenue, which would have a material adverse effect on our future business, financial condition and\nresults of operations. We expect to compete with several companies and our competitors may:\n\n \n\n \n●\nDevelop and market products that are less expensive or more effective than our future products;\n\n \n\n \n●\nCommercialize competing products before we can launch any products developed from our product candidates;\n\n \n\n \n●\nOperate larger or more specialized research and development programs or have substantially greater financial resources than we do;\n\n \n\n \n●\nInitiate or withstand substantial price competition more successfully than we can;\n\n \n\n \n●\nHave greater success in recruiting skilled technical and scientific workers from the limited pool of available talent;\n\n \n\n \n●\nMore effectively negotiate third-party licenses and strategic relationships; and\n\n \n\n \n●\nTake advantage of acquisition or other opportunities more readily than we can.\n\n** **\n\n4\n\n \n\n \n\n**The emergence of a\ncompeting maritime digital shipboard platform or other similar products and services could reduce the competitive advantage we believe\nwe currently enjoy with JARVISS, which offers an open, participative infrastructure for a diversified portfolio of applications to be\ntransmitted efficiently, with built-in cybersecurity protection.**\n\n \n\nJARVISS is a unified digital\nshipboard platform that encompasses the full spectrum end-to-end from shipboard edge device to cloud services for operational efficiencies\nand safer voyages. JARVISS provides a diversified portfolio of digital solutions and is fully customizable and designed to meet our customers’\nindividual requirements. We believe that our array of competitive advantages positions us to not only maintain but also strengthen our\nposition in the industry. Due to our unique business offering, we have not encountered and are unaware of any direct competitors as there\nis no one company that operates and provides both business segments (i.e., connectivity and digitalization and other solutions), but any\nintroduction of such a product or company could adversely impact our success. In addition, other companies could replicate some of the\ndistinguishing features of our products, which could potentially reduce the appeal of our solution, increase price competition, and adversely\naffect sales. We do, however, face different competitors in each of the business segments. Our main competitors are Navarino, Marlink\nand Inmarsat for satellite connectivity solution; and Alpha Ori, Zero North and Storm Geo for the ‘digitalization’ segment\nunder ‘digitalization and other solutions’, and Navarino, Radio Holland, and DNV for the ‘other solutions’ segment\nunder ‘digitalization and other solutions’. Moreover, our current and future competitors vary in size and in the breadth and\nscope of the products and services they offer. They may have longer operating histories or have greater available financial, technical,\nsales, marketing and other resources than we do. Future competitors such as venture backed startups that are purely software focused may\nbe able to benefit from more capital being injected into the research and development of their products as well as business development\nefforts.\n\n** **\n\n**Any failure to maintain our brand recognition and\nvalue may adversely affect our business.**\n\n \n\nWe believe our strong market\npositions have contributed to the Company’s strong brand recognition and value. Maintaining and developing our brand recognition\nand value will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality customer service.\nIn addition, brand recognition and value are based in large part on perceptions of subjective qualities, and even isolated incidents can\nerode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation. Our Company,\nincluding our brand recognition and value, could be adversely affected if our public image or reputation is tarnished by negative publicity.\nAny loss of confidence on the part of customers in our brand or brand image would be difficult and costly to overcome and could have a\nmaterial adverse effect on our business, financial condition and results of operations.\n\n** **\n\n**Satellite failures\nor degradations in satellite performance could affect our business, financial condition and results of operations.**\n\n \n\nOur solutions utilize satellites\nto provide our customers with stable communications and other technological capabilities. Satellites utilize highly complex technology,\noperate in the harsh environment of space and are subject to significant operational risks while in orbit. These risks include malfunctions\n(commonly referred to as anomalies), such as malfunctions in the deployment of subsystems and/or components, interference from electrostatic\nstorms, and collisions with meteoroids, decommissioned spacecraft or other space debris. Anomalies can occur as a result of various factors,\nincluding satellite manufacturer error, problems with the power or control sub-system of a satellite or general failures caused by the\nharsh space environment. Our satellite providers may experience anomalies in the future. Any single anomaly or other operational failure\nor degradation on the satellites we use could have a material adverse effect on our business, financial condition and results of operations.\nAlthough the satellite operators we use have redundant or backup systems and components that operate in the event of an anomaly, operational\nfailure or degradation of primary critical components, these redundant or backup systems and components are subject to risk of failure\nsimilar to those experienced by the primary systems and components. The occurrence of a failure of any of these redundant or backup systems\nand components could materially affect our business, financial condition and results of operations.\n\n** **\n\n5\n\n \n\n \n\n**We generate a significant\npercentage of our revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and\nthe loss of one or more of our key customers could negatively affect our business and operating results.**\n\n \n\nWe derive a significant portion\nof our revenue from a limited number of customers. For the years ended March 31, 2026, 2025 and 2024, our top five customers contributed\napproximately 56.7%, 44.0% and 34.1% of the total revenue of our company, respectively. If we fail to deliver upon contracts with these\nfive customers, or upon the contracts of other large customers, or if demand by these customers for our products decreases substantially,\nour revenues and operating results could be materially adversely affected. Any slowdown or a disruption in the growth of these customers’\nmarkets could adversely affect our financial condition and results of operations.\n\n** **\n\n**As we rely on a small\nnumber of suppliers, supplier concentration may expose us to significant financial credit or performance risk.**\n\n \n\nOur solutions rely on the\nsupply of services, equipment, or software which we may purchase from a small number of third-party suppliers. Purchases from our five\nlargest suppliers contributed approximately 46.5%, 50.1% and 49.8% of our total cost of sales for the years ended March 31, 2026, 2025\nand 2024, respectively. As we continue to grow our business, we may need to establish a more diverse supplier network, while attempting\nto continue to leverage our purchasing power to obtain favorable pricing and delivery terms. The failure to diversify our supplier network\ncould have an adverse effect on our results of operations, financial condition and cash flows.\n\n \n\nFurthermore, despite our\nefforts to maintain good relationships with our existing suppliers, we could lose one or more of our existing suppliers at any time. The\nloss of one or more key suppliers could increase our reliance on higher cost or lower quality supplies, which could negatively affect\nour profitability. Any interruptions to, or decline in, the amount or quality of our supplies could materially disrupt our operations\nand adversely affect our business, financial condition and financial prospects.\n\n** **\n\n**Deterioration of the\nfinancial condition of our customers could adversely affect our operating results.**\n\n \n\nDeterioration of the financial\ncondition of our customers could adversely impact our collection of accounts receivable and may result in delays in product orders or\ncontract negotiations. For the years ended March 31, 2026, 2025 and 2024, our top five customers contributed approximately 56.7 %, 44.0%\nand 34.1% of the total revenue of our company, respectively. As of March 31, 2026, 2025 and 2024, accounts receivable with these customers\nwere approximately $467,358, $269,844 and $118,000, respectively. We regularly review the collectability and creditworthiness of our customers\nto determine an appropriate allowance for credit losses. Based on our review of our customers, we currently have no reserves for uncollectible\naccounts. If our accounts receivable become uncollectible, our operating results would be negatively impacted. Further, recent global\ninflationary trends and financial markets volatility have resulted in funding constraints that may affect the timing and scale of investments\nin new communications technologies by some of our existing and prospective customers. The effects of recent macroeconomic uncertainties\non our customers have also resulted in delays to contract negotiations or customer orders, and may result in further delays. Any new or\nfurther delays in new contracts or customer orders could materially adversely affect our financial condition and operating results.\n\n** **\n\n**Some of our customers\nmay require our products and systems to undergo a demonstration process that does not assure future sales or customer contracts.**\n\n \n\nPrior to purchasing our satellite\ncommunications systems, some of our customers may require that products undergo extensive demonstration processes, which may involve the\ntesting of our products in the customers’ systems or via a prototype demonstration. We may also undertake to commit resources to\nprepare a demonstration for a prospective customer, in which case we would bear the expenses of the demonstration. The demonstration process\nvaries by the customer and the product, and may take several months. The demonstration of our products to a customer does not assure\nany sales of such product to that customer. Despite these uncertainties, we may devote substantial resources, including design, engineering,\nsales, marketing and management efforts, to demonstrate our products to customers in anticipation of sales and without an expectation\nof reimbursement of these costs or generating future revenues and gross profits from the projected sale of our systems.\n\n** **\n\n6\n\n \n\n \n\n**Our estimates, including\nmarket opportunity estimates and market growth forecasts, are subject to inherent challenges in measurement and significant uncertainty,\nand real or perceived inaccuracies in those metrics and estimates may harm our reputation and negatively affect our business.**\n\n \n\nWe track certain key metrics\nand market data, including, among others, our estimated demand for maritime digital technology, which may differ from estimates or similar\nmetrics published by third parties due to differences in sources, methodologies or the assumptions on which we rely. Our methodologies\nfor tracking these data may change over time, which could result in changes to our metrics, including the metrics we publicly disclose.\nWhile our key metrics and market data are based on what we believe to be reasonable estimates for the applicable period of measurement,\nthere are inherent challenges in measuring our performance. For example, the accuracy of our projected potential contract revenue pipeline\ncould be impacted by developments outside of our control, such as changes in customers’ plans, supply chain difficulties and the\navailability of alternative products. In addition, limitations with respect to how we measure data or with respect to the data that we\nmeasure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our estimates\nof operating metrics and market data are not accurate representations of our business, if investors do not perceive our operating metrics\nto be accurate, or if we discover material inaccuracies with respect to these figures, our business, financial condition, results of operations\nand prospects could be materially and adversely affected. Additionally, industry data, forecasts, estimates and projections included elsewhere\nin this report are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Certain facts, forecasts\nand other statistics relating to the industries in which we compete have been derived from various public data sources, including third-party\nindustry reports and analyses. Accordingly, our use of the terms referring to our markets and industries may be subject to interpretation,\nand the resulting industry data, projections and estimates are inherently uncertain. If any one or more of the assumptions underlying\nthe market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. Furthermore,\nour industry data and market share data should be interpreted in light of the defined markets in which we operate. Any discrepancy in\nthe interpretation thereof could lead to varying industry data, measurements, forecasts and estimates. Further, the sources on which such\nindustry and market data and estimates are based were prepared as of a certain point in time, and any changes in global macroeconomic\nconditions, including recent global inflationary trends and financial markets volatility, could also lead to changes in these data, measurements,\nforecasts and estimates. Furthermore, we do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections\nof our future performance, revenue, financial condition or other results.\n\n** **\n\n**Fluctuations in our\nnet sales and results of operations could depress the market price of our Ordinary Shares.**\n\n \n\nOur future net sales and\nresults of operations could vary significantly due to a number of factors, many of which are outside our control. Accordingly, you should\nnot rely on year-to-year comparisons of our results of operations as an indication of future performance. It is possible that our net\nsales or results of operations in a quarter will fall below the expectations of securities analysts or investors. If this occurs, the\nmarket price of our Ordinary Shares could fall significantly. Our results of operations in any financial year can fluctuate for many reasons,\nincluding changes in demand for our products and services; delays in order fulfillment; the mix of products and services we sell; our\nability to test and deliver products in a timely and cost-effective manner, including the availability of components from our suppliers;\nour success in winning competitions for orders; the timing of new product introductions by us or our competitors; the scope and success\nof our investments in research and development; expenses incurred in pursuing acquisitions and investments; expenses incurred in expanding,\nmaintaining, or improving our global network; market and competitive pricing pressures; unanticipated charges or expenses, such as increases\nin warranty claims; expenses incurred in responding to shareholder activism; general economic climate; and the impact of supply chain\ndisruptions. A large portion of our expenses, including expenses for network infrastructure, facilities, equipment, and personnel, are\nrelatively fixed. Accordingly, if our net sales decline or do not grow as much or as quickly as we anticipate, we might be unable to maintain\nor improve our operating margins. Any failure to achieve anticipated net sales could therefore significantly harm our operating results\nfor a particular fiscal period.\n\n** **\n\n7\n\n \n\n \n\n**Defects, errors or\nother performance problems in our software or hardware, or the third-party software or hardware on which we rely, could harm our reputation,\nresult in significant costs to us, impair our ability to sell our systems and subject us to substantial liability.**\n\n \n\nOur software and hardware,\nand those of third parties on which we rely, is complex and may contain defects or errors when implemented or when new functionality is\nreleased, as we may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological\nadvancements and changing industry trends. Despite our testing, from time to time we have discovered and may in the future discover defects\nor errors in our software and hardware. Any performance problems or defects in our software or hardware, or those of third parties on\nwhich we rely, could materially and adversely affect our business, financial condition and results of operations. Defects, errors or other\nsimilar performance problems or disruptions, whether in connection with day-to-day operations or otherwise, could be costly for us,\ndamage our customers’ businesses, harm our reputation and result in reduced sales or a loss of, or delay in, the market acceptance\nof our systems. In addition, if we have any such errors, defects or other performance problems, our clients could seek to terminate their\ncontracts, delay or withhold payment or make claims against us. Any of these actions could result in liability, lost business, increased\ninsurance costs, difficulty in collecting accounts receivable, costly litigation or adverse publicity, which could materially and adversely\naffect our business, financial condition and results of operations.\n\n** **\n\n**Acquisitions and strategic\nrelationships may disrupt our operations or adversely affect our results.**\n\n \n\nWe evaluate opportunities\nto acquire other businesses and pursue other strategic relationships as they arise. The expenses we incur evaluating and pursuing acquisitions\nand strategic relationships could have a material adverse effect on our results of operations. If we acquire a business, we may be unable\nto manage it profitably or successfully integrate its operations with our own. Moreover, we may be unable to realize the strategic, financial,\noperational and other benefits we anticipate, and any acquisition or strategic relationship may increase our operating expenses. Further,\nour approach to acquisitions and strategic relationships may involve a number of special financial and business risks, such as entry into\nnew and unfamiliar lines of business or markets, which may present challenges or risks that we did not anticipate; entry into new or unfamiliar\ngeographic regions, including exposure to additional tax and regulatory regimes; increased expenses associated with the amortization of\nacquired intangible assets; increased exposure to fluctuations in foreign currency exchange rates; charges related to any abandoned acquisition;\ndiversion of our management’s time, attention, and resources; loss of key personnel; increased costs to improve or coordinate managerial,\noperational, financial, and administrative systems, including internal control over financial reporting; dilutive issuances of equity\nsecurities; the assumption of legal liabilities; and losses arising from impairment charges associated with goodwill or intangible assets.\n\n** **\n\n**We depend on our main\nfacility in Singapore and are susceptible to any event that could adversely affect its condition or the condition of our other facilities.**\n\n \n\nWe depend on our main facility\nin Singapore and are susceptible to any event that could adversely affect its condition or the condition of our other facilities. A material\nportion of our operational capacity, our principal offices and principal research and development facilities for the principal part of\nour business are concentrated in a single location in Singapore. We also have business arrangements with a few local agents in Taiwan\nand Vietnam. Fire, natural disaster, lockdowns, or any other cause of material disruption in our operations in any of these locations\ncould have a material adverse effect on our business, financial condition and operating results.\n\n** **\n\n**We may not be able\nto raise equity and debt financing sufficient to meet our capital and operating needs and to comply with the covenants that we expect\nwill be contained in our debt agreements, which could have a material adverse effect on our business, financial condition, results of\noperations and cash flows.**\n\n \n\nWe may not be able to raise\nequity and debt financing sufficient to meet our capital and operating needs and to comply with the covenants that we expect will be contained\nin our debt agreements, which could have a material adverse effect on our business, financial condition, results of operations and cash\nflows. We cannot assure you that the net proceeds from any future equity offering or debt financing would be sufficient to satisfy our\ncapital and operating needs and enable us to comply with various debt covenants that we expect will be contained in future debt agreements.\nIn such case, we may not be able to raise additional equity capital or obtain additional debt financing or refinance our existing indebtedness,\nif necessary. If we are not able to comply with the covenants that we expect will be contained in future debt agreements and our lenders\nchoose to accelerate our indebtedness and foreclose their liens, we could be required to sell any vessels we may own and our ability to\ncontinue to conduct our business would be impaired.\n\n** **\n\n8\n\n \n\n ** **\n\n**We are devoting significant\nresources to research and development efforts that may be unsuccessful. If we are unable to improve our existing products and services\nand develop new, innovative products and services, our sales and market share may decline.**\n\n \n\nThe market for maritime connectivity\nand digital solutions is characterized by rapid technological change, frequent new product innovations, changes in customer requirements\nand expectations, and evolving industry standards. For example, we are starting to face competition from other maritime communication\ncompanies. For instance, our main competitors are Navarino, Marlink and Inmarsat for satellite connectivity solution; and Alpha Ori, Zero\nNorth and Storm Geo for the ‘digitalization’ segment under ‘digitalization and other solutions’, and Navarino,\nRadio Holland, and DNV for the ‘other solutions’ segment under ‘digitalization and other solutions’. If we fail\nto make innovations in our existing products and services and reduce the costs of our products and services in a timely way, our market\nshare may decline. Products or services using new technologies, or emerging industry standards, could render our products and services\nobsolete. If our competitors successfully introduce new or enhanced products or services that outperform our products or services, or\nare perceived as doing so, we may be unable to compete successfully in the markets affected by these changes. Research and development\nin our industry is inherently complex and uncertain, and our current and anticipated research and development projects may not achieve\nthe results we seek. The financial resources that we can devote to our research and development efforts may be insufficient to achieve\nour goals. Our efforts may not result in any viable products or may result in products whose performance, features, price or availability\nmay not be attractive to customers or that we cannot manufacture and sell profitably.\n\n** **\n\n**Our reliance on distributors\ncould affect our ability to efficiently and profitably distribute and market our products**, **maintain our existing markets\nand expand our business into other geographic markets**.\n\n \n\nOur ability to maintain and\nexpand our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability\nto establish and maintain successful relationships with reliable distributors strategically positioned to serve those areas. Such distributors\nmay sell and distribute competing products, and our products may represent a small portion of their businesses. There is a risk that such\ndistributors may not adequately perform their functions by, without limitation, failing to distribute to sufficient retailers or positioning\nour products in localities that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and\nsell our products is affected by competition from other companies who have greater resources than we do. To the extent that our distributors\nare distracted from selling our products or do not employ sufficient efforts in managing and selling our products, our sales and results\nof operations could be adversely affected. Furthermore, such third-parties’ financial position or market share may deteriorate,\nwhich could adversely affect our distribution, marketing, and sales activities.\n\n \n\nOur ability to maintain and\nexpand our distribution network and attract additional distributors will depend on a number of factors, some of which are outside our\ncontrol. Some of these factors include:\n\n \n\n \n●\nthe level of demand for our brands and products in a particular distribution area;\n\n \n\n \n●\nour ability to price our products at levels competitive with those of competing products; and\n\n \n\n \n●\nour ability to deliver products in the quantity and at the time ordered by distributors.\n\n \n\nWe may not be able to successfully\nmanage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success\nwith regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that\nparticular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues\nand financial results.\n\n** **\n\n9\n\n \n\n \n\n**Since we cannot exert\nthe same level of influence or control over our independent distributors as we could were they our own employees, our distributors could\nfail to comply with our distributor policies and procedures, which could result in claims against us that could harm our financial condition\nand operating results.**\n\n \n\nOur distributors are independent\nand, accordingly, we are not in a position to directly provide the same direction, motivation and oversight as we would if distributors\nwere our own employees. As a result, there can be no assurance that our distributors will participate in our marketing strategies or plans,\naccept our introduction of new products, or comply with our distributor policies and procedures.\n\n \n\nExtensive national and local\nlaws regulate our business and products. Although we have implemented distributor policies and procedures designed to govern distributor\nconduct and to protect the goodwill associated with our trademarks and tradenames, it can be difficult to enforce these policies and procedures\nbecause of the large number of distributors and their independent status. Violations by our independent licensed distributors of applicable\nlaw or of our policies and procedures in dealing with customers could reflect negatively on our products and operations and harm our business\nreputation.\n\n** **\n\n**Risks Related to Legal, Regulatory and Governmental\nMatters**\n\n** **\n\n**Unfavorable global\nand regional economic, political and health conditions could adversely affect our business, financial condition or results of operations.**\n\n \n\nOur results of operations\ncould be adversely affected by global or regional economic, political and health conditions. A global financial crisis or global or regional\npolitical and economic instability (including changes in inflation, interest rates and overall economic conditions and uncertainties),\nwars, terrorism, civil unrest, outbreaks of disease, and other unexpected events, such as supply chain constraints or disruptions, could\ncause extreme volatility, increase our costs and disrupt our business. Business disruptions could include, among others, disruptions to\nour commercial activities, including due to supply chain or distribution constraints or challenges, as well as temporary closures of our\nfacilities and the facilities of suppliers or contract manufacturers in our supply chain. For example, these macroeconomic factors could\naffect the ability of our current or potential future manufacturers, sole source or single source suppliers, licensors or licensees to\nremain in business, or otherwise manufacture or supply components, materials or services relevant to our products. Any failure by any\nof them to remain in business could affect our ability to manufacture products or meet demand for our products. In addition, if inflation\nor other factors were to significantly increase our business costs, we may be unable to pass through price increases to our customers.\nInterest rates and the ability to access credit markets could also adversely affect the ability of our customers to purchase our products.\n\n \n\nOngoing geopolitical instability\ncontinues to pose significant risks to global economic conditions. The prolonged conflict between Russia and Ukraine, now in its fourth\nyear, has further entrenched divisions in global trade and energy markets. Escalating tensions in the Middle East, including the expansion\nof hostilities beyond the Israel-Gaza conflict into broader regional confrontations, have disrupted critical shipping routes and contributed\nto energy price volatility. Heightened tensions in the Taiwan Strait and the South China Sea have introduced additional uncertainty into\nsemiconductor and advanced technology supply chains. Beginning in 2025 and continuing into 2026, the United States has imposed sweeping\ntariffs on imports from China, the European Union, and other major trading partners, prompting retaliatory measures that have significantly\ndisrupted established trade flows, increased input costs, and complicated supply chain planning. Our ability to mitigate the impact of\ntariffs through supply chain adjustments or price increases to customers may be limited, particularly in a period of slowing global demand.\n\n \n\nIn addition, the governments\nof the United States, the European Union, Japan, and other jurisdictions have significantly expanded sanctions regimes, export controls,\nand foreign investment screening mechanisms—particularly those involving advanced technologies such as semiconductors, artificial\nintelligence, and quantum computing. China, Russia, and other affected jurisdictions have adopted retaliatory measures, including restrictions\non critical mineral exports, data localization requirements, and countersanctions targeting foreign entities. The rapid evolution of regulations\ngoverning artificial intelligence, data privacy, cybersecurity, and environmental sustainability across multiple jurisdictions further\ncreates compliance challenges and may require us to modify our products, operations, or business practices in ways that increase costs\nor limit market access. Any of the foregoing factors, individually or in the aggregate, could reduce the availability of critical raw\nmaterials and components, limit our ability to operate in or source from certain markets, increase compliance costs, and contribute to\nbroader volatility in global financial markets, any of which may have a material adverse effect on our business, financial condition,\nand results of operations.\n\n** **\n\n**Most of our operations\nare carried out in Singapore. As a result, our operations are subject to various political, economic, and other risks and uncertainties\ninherent to operating in that jurisdiction.**\n\n \n\nMost of our operations are\ncarried out in Singapore. As a result, our business is subject to various political, economic, legal, and regulatory risks inherent to\noperating in that jurisdiction. While Singapore is generally considered to have a stable political environment and pro-business regulatory\nframework, any changes in government policies, laws, or regulations—including those related to taxation, labor, trade, data privacy,\nor foreign investment—could adversely impact our operations. Additionally, external factors such as regional geopolitical tensions,\nshifts in global trade policies, inflationary pressures, or supply chain disruptions may also have indirect effects on the Singaporean\neconomy and, consequently, on our business, financial condition, and results of operations.\n\n \n\n10\n\n \n\n \n\n**It will be difficult\nto obtain jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.**\n\n \n\nAll of our assets are currently\nlocated outside of the United States. Additionally, our directors and officers reside outside of the United States. Additionally,\nour key management and operations are primarily based in Singapore. As a result, it may not be possible for United States investors\nto enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments\nof United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities\nlaws in Singapore or the Cayman Islands. Moreover, we have been advised that Singapore and Cayman Islands do not have a treaty\nproviding for the reciprocal recognition and enforcement of judgments of courts with the United States.\n\n** **\n\n**Risks associated with\nenvironmental, social and governance matters, including global climate change, and legal, regulatory or market responses to these matters\ncould harm our reputation and business.**\n\n \n\nIncreasing shareholder environmental,\nsocial and governance (ESG) expectations, physical and transition risks associated with climate change, emerging ESG regulation, contractual\nrequirements and policy requirements present short, medium and long-term risks to our business and financial condition. Changes in environmental\nand climate change laws or regulations could lead to additional operational restrictions and compliance requirements upon us. Compliance\nwith current and future environmental laws and regulations may require significant operating and capital costs. Our suppliers may face\nsimilar business interruptions and incur additional costs that may be passed on to us. In addition, customers, shareholders and institutional\ninvestors continue to increase their focus on ESG, including our environmental sustainability practices and commitments with respect to\nour business and operations. If our responses to new or evolving legal and regulatory requirements or other sustainability concerns are\nunsuccessful or perceived as inadequate for the U.S. or our international markets, we also may suffer damage to our reputation, which\ncould have a material adverse impact on our business, financial condition and results of operations.\n\n** **\n\n**We could incur additional\nlegal compliance costs associated with our international operations and could become subject to legal penalties if we do not comply with\ncertain regulations.**\n\n \n\nAs a result of our international\noperations, we are subject to a number of legal requirements, including the U.S. Foreign Corrupt Practices Act and the customs, export,\ntrade sanctions and anti-boycott laws of the United States, including those administered by the U.S. Customs and Border Protection,\nthe Bureau of Industry and Security, the Department of Commerce, the Department of State, and the Office of Foreign Assets Control of\nthe Treasury Department, as well as those of other nations in which we do business. In addition, many of the countries where our customers\nuse our products and services have licensing and regulatory requirements for the importation and use of satellite communications and reception\nequipment, including the use of such equipment in territorial waters, the transmission of satellite signals on certain radio frequencies,\nthe transmission of voice over the internet services using such equipment, and, in some cases, the reception of certain video programming\nservices. These laws and regulations are continually changing, making compliance complex. We incur costs identifying and maintaining compliance\nwith applicable licensing and regulatory requirements. In addition, our training and compliance programs and our other internal control\npolicies may be insufficient to protect us from acts committed by our employees, agents or third-party contractors. Any violation of these\nrequirements by us or our employees, agents or third-party contractors may subject us to significant criminal and civil liability.\n\n** **\n\n**Changes in foreign\ncurrency exchange rates may negatively affect our financial condition and results of operations.**\n\n \n\nThe reporting currency of\nthe Company is U.S. Dollars, to date the majority of the Company’s revenues and costs are denominated in US$ and S$, a majority\nof the Company’s assets are denominated in US$ and S$ and a significant portion of the Company’s liabilities are denominated\nin S$. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by\nfluctuations in the exchange rate between US$ and S$. For example, during 2022 and 2023, the U.S. dollar strengthened against\ncertain foreign currencies and this may cause a decrease in some of our monetary assets which are denominated in foreign currencies and\nlead to the recognition of foreign exchange losses. Moreover, certain of our products and services are sold internationally in U.S. dollars;\nif the U.S. dollar continues to strengthen, the relative cost of these products and services to customers located in foreign countries\nwould increase, which could adversely affect export sales. In addition, most of our financial obligations must be satisfied in U.S. dollars.\nOur exposures to changes in foreign currency exchange rates may change over time as our business practices evolve and could result in\nincreased costs or reduced revenue and could adversely affect our cash flow. Changes in the relative values of currencies occur regularly\nand may have a significant impact on our operating results. We cannot predict with any certainty changes in foreign currency exchange\nrates or the degree to which we can cost-effectively mitigate this exposure.\n\n** **\n\n11\n\n \n\n \n\n**Potential liability\nclaims relating to our products or services could have a material adverse effect on our business.**\n\n \n\nWe may be subject to liability\nclaims relating to the products we sell or services we provide. Potential liability claims could include, among others, claims for debts\nand for breaching service level availability obligations. We endeavor to include in our agreements with our business customers provisions\ndesigned to limit our exposure to potential claims. However, we may fail to include limitations of our liability in our contracts, or\nour contractual limitations of liability maybe rejected or limited in certain jurisdictions. Additionally, our insurance does not cover\nall relevant claims, such as claims for force majeure, and does not provide sufficient coverage. To date, we have not been subject to\nany material product liability claim. Our business, financial condition and operating results could be materially adversely affected if\ncosts resulting from future claims are not covered by our insurance or exceed our coverage.\n\n** **\n\n**We may become subject\nto warranty claims, product recalls and product liability claims and may be adversely affected by unfavorable court decisions or legal\nsettlements.**\n\n \n\nFrom time to time, we may\nbe subject to warranty or product liability claims as a result of defects in our products and systems that could lead to significant expense.\nIf we or one of our suppliers recalls any of our products, we may incur significant costs and expenses, including replacement costs, direct\nand indirect product recall-related costs, diversion of technical and other resources and reputational harm. Our customer contracts typically\ncontain warranty and indemnification provisions, and in certain cases may also contain liquidated damages provisions related to product\ndelivery obligations. The potential liabilities associated with such provisions are significant, and in some cases, including in agreements\nwith some of our largest customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive from the\nsale of the relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims\nand product recalls could materially and adversely affect our financial condition and results of operations.\n\n** **\n\n**Risks Related to Intellectual Property,\nInformation Technology, Data Privacy and Cybersecurity**\n\n** **\n\n**A material failure,\ninadequacy, interruption or security failure of our technology networks and related systems could harm our business.**\n\n \n\nA material failure, inadequacy,\ninterruption or security failure of our technology networks and related systems could harm our business. Our information technology networks\nand related systems are essential to our ability to conduct our day-to-day operations. As a result, we face risks associated with\nsecurity breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails,\npersons who access our systems from inside or outside our organization and other significant disruptions of our information technology\nnetworks and related systems. A security breach or other significant disruption involving our information technology networks and related\nsystems or those of our vendors could: disrupt our operations; result in the unauthorized access to, and the destruction, loss, theft,\nmisappropriation or release of, proprietary, personally identifiable, confidential, sensitive or otherwise valuable information including\ntenant information and lease data, which others could use to compete against us or which could expose us to damage claims by third parties\nfor disruptive, destructive or otherwise harmful outcomes; require significant management attention and resources to remedy any damages\nthat result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or\ndamage our business relationships or reputation generally. Any or all of the foregoing could materially and adversely affect our business\nand the value of our shares.\n\n** **\n\n**We depend on cloud-based\ndata services operated by third parties, and any disruption in the operation of these services could harm our business.**\n\n \n\nSome of our content services\nand business records are hosted by various cloud-based data services operated by third parties. Any failure or downtime in one of these\nservices could affect a significant percentage of our customers. Although we control and have access to the components of our network\nthat are located in our internal facilities and certain of our external data facilities, we do not control the operation of external facilities.\nThe providers of our data management services have no obligation to renew their agreements with us on commercially reasonable terms, or\nat all. If we are unable to renew these agreements on commercially reasonable terms, or if one or more of our data management suppliers\nis acquired, closes, suffers financial difficulty or is unable to meet our growing capacity needs, we may be required to transfer our\ndata to other services, and we may incur significant costs and service interruptions in connection with doing so, which could harm our\nreputation with our customers and adversely affect our revenues and results of operations.\n\n \n\n12\n\n \n\n ** **\n\n**Cybersecurity breaches,\nattacks and other similar incidents, as well as other disruptions, could compromise our confidential and proprietary information, including\npersonal information, and expose us to liability and regulatory fines, increase our expenses, or result in legal or regulatory proceedings,\nwhich would cause our business and reputation to suffer.**\n\n \n\nWe rely on trade secrets,\ntechnical know-how and other unpatented confidential and proprietary information relating to our product development and production activities\nto provide us with competitive advantages. We also collect, maintain and otherwise process certain sensitive and other personal information\nregarding our employees, as well as contact information of our customers and suppliers, in the ordinary course of business. One of the\nways we protect this information is by entering into confidentiality agreements with our employees, consultants, customers, suppliers,\nstrategic partners and other third parties with which we do business. We also design our computer networks and implement various procedures\nto restrict unauthorized access to dissemination of our confidential and proprietary information. We, and our suppliers which may have\naccess to any such information, face various internal and external cybersecurity threats and risks. For example, current, departing or\nformer employees or other individuals or third parties with which we do business could attempt to improperly use or access our computer\nsystems and networks, or those of our suppliers, to copy, obtain or misappropriate our confidential or proprietary information, including\npersonal information, or otherwise interrupt our business. Additionally, like others, we and our suppliers are subject to significant\nsystem or network or computer system disruptions from numerous causes, including cybersecurity breaches, attacks or other similar incidents,\nfacility access issues, new system implementations, human error, fraud, energy blackouts, theft, fire, power loss, telecommunications\nfailure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive\ncode, social engineering, denial-of-service attacks, and other cyber-attacks have become more prevalent and sophisticated in recent years.\nAttacks of this nature may be conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise,\nincluding organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others.\nWe have been subject to attempted cyberattacks in the past, including attempted phishing attacks, and may continue to be subject to such\nattacks in the future. While we defend against these threats and risks on a daily basis, we do not believe that any such incidents to\ndate have caused us any material damage. Because the techniques used by computer hackers and others to access or sabotage networks and\ncomputer systems constantly evolve and generally are not recognized until launched against a target, we and our suppliers may be unable\nto anticipate, detect, react to, counter or ameliorate all of these techniques or remediate any incident as a result therefrom. Further,\nthe COVID-19 pandemic has increased cybersecurity risk due to increased online and remote activity. As a result, our and our customers’\nand employees’ confidential and proprietary information, including personal information, may be subject to unauthorized release,\naccessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing, and the impact of any\nfuture incident cannot be predicted. While we generally perform cybersecurity diligence on our key suppliers, because we do not control\nour suppliers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be\nsufficient to protect any information we share with them. Due to applicable laws and regulations or contractual obligations, we may be\nheld responsible for cybersecurity breaches, attacks or other similar incidents attributed to our suppliers as they relate to the information\nwe share with them. We routinely implement improvements to our network security safeguards and we are devoting increasing resources designed\nto protect the security of our information technology systems. We cannot, however, assure that such safeguards or system improvements\nwill be sufficient to prevent or limit a cybersecurity breach, attack or other similar incident or network or computer system disruption,\nor the damage resulting therefrom. We may be required to expend significant additional resources to continue to modify or enhance our\nprotective measures or to investigate or remediate any cybersecurity vulnerabilities, breaches, attacks or other similar incidents. Any\ncybersecurity incident, attack or other similar incident, or our failure to make adequate or timely disclosures to the public, regulators,\nor law enforcement agencies following any such event, could harm our competitive position, result in violations of applicable data privacy\nor cybersecurity laws or regulations, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes\nand procedures, cause us to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject us to\nadditional regulatory scrutiny, expose us to civil litigation, fines, damages or injunctions, cause disruption to our business activities,\ndivert management attention and other resources or otherwise adversely affect our internal operations and reputation or degrade our financial\nresults. The costs related to cybersecurity breaches, attacks or other similar incidents or network or computer system disruptions typically\nwould not be fully insured or indemnified by others. We cannot ensure that any limitations of liability provisions in our agreements with\ncustomers, suppliers and other third parties with which we do business would be enforceable or adequate or would otherwise protect us\nfrom any liabilities or damages with respect to any particular claim in connection with a cybersecurity breach, attack or other similar\nincident. We do not currently maintain cybersecurity insurance, and therefore the successful assertion of one or more large claims against\nus in connection with a cybersecurity breach, attack or other similar incident could adversely affect our business and financial condition.\n\n** **\n\n13\n\n \n\n \n\n**We are subject to complex\nand evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase\nthe cost of doing business, compliance risks and potential liability.**\n\n \n\nIn the ordinary course of\nour business, we collect, use, transfer, store, maintain and otherwise process certain sensitive and other personal information regarding\nour employees, and contact information of our customers and suppliers, that is subject to complex and evolving laws, regulations, rules,\nstandards and contractual obligations regarding data privacy and cybersecurity. Ensuring that our collection, use, transfer, storage,\nmaintenance and other processing of personal information complies with applicable laws, regulations, rules, standards and contractual\nobligations regarding data privacy and cybersecurity in relevant jurisdictions can increase operating costs, impact the development of\nnew systems, and reduce operational efficiency. Global legislation, enforcement, and policy activity in this area is rapidly expanding\nand creating a complex regulatory compliance environment. Any actual or perceived mishandling or misuse of the personal information by\nus or a third party with which we are affiliated, including payrolls providers and other suppliers that have access to sensitive and other\npersonal information, could result in litigation, regulatory fines, penalties or other sanctions, damage to our reputation, disruption\nof our business activities, and significantly increased business and cybersecurity costs or costs related to defending legal claims. Internationally,\nmany jurisdictions have established data privacy and cybersecurity legal frameworks with which we may need to comply. The interpretation\nand application of international, federal and state laws and regulations relating to data privacy and cybersecurity are often uncertain\nand fluid, and may be interpreted and applied in a manner that is inconsistent with our data practices. Further, while we strive to publish\nand prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and\nindustry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect\nus from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity. Although we endeavor to comply\nwith our privacy policies, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies\nand other documentation that provide promises and assurances about privacy and cybersecurity can subject us to potential federal or state\naction if they are found to be deceptive, unfair, or misrepresentative of our actual practices. Any failure or perceived or inadvertent\nfailure by us to comply with our privacy policies, or existing or new laws, regulations, rules, standards or contractual obligations,\nor any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition,\ndisclosure, release or transfer of personal information, may result in substantial costs, time and other resources, orders to stop or\nmodify the alleged non-compliant activity, proceedings or actions against us by governmental entities or others, legal liability, audits,\nregulatory inquiries, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly\nlitigation (including class actions). Any of the foregoing could harm our reputation, distract our management and technical personnel,\nincrease our costs of doing business, adversely affect the demand for our systems, and ultimately result in the imposition of liability,\nany of which could have a material adverse effect on our business, financial condition and results of operations.\n\n** **\n\n**We use open-source\nsoftware in our systems, which could negatively affect our ability to offer our systems and subject us to litigation and other actions.**\n\n \n\nWe rely on some open source\nin the development of our products for the purpose of activating and operating JARVISS, and may continue to rely on similar licenses.\nThird parties may assert a copyright claim against us regarding our use of such software or libraries, including asserting its ownership\nof, or demanding release of, the open-source software or derivative works that we have developed using such software, which could include\nour proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. We may also be forced to\npurchase a costly license or cease offering the implicated systems unless and until we can re-engineer them to avoid infringement, which\nmay be a costly and time-consuming process, and we may not be able to complete the re-engineering process successfully. Like any other\nintellectual property claim or litigation, such claims could lead to the adverse results listed above. However, the terms of many open-source\nlicenses have not been interpreted by the courts, and there is a risk that these licenses could be construed in a way that could impose\nunanticipated conditions or restrictions on our ability to commercialize our systems. In addition, some open-source software licenses\nrequire those who distribute open-source software as part of their own software product to publicly disclose all or part of the source\ncode to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and\nwe may be subject to such terms. As a result, use of such software or libraries by us may also force us to provide third parties, at no\ncost, the source code to our systems. Additionally, the use of certain open-source software can lead to greater risks than use of third-party\ncommercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically\nno support available for open-source software, and we cannot ensure that the authors of such open-source software will implement or push\nupdates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of\nopen-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly\naddressed, negatively affect our business. While we monitor our use of open-source software and do not believe that our use of such software\nwould require us to disclose our proprietary source code or that would otherwise breach the terms of an open-source agreement, such use\ncould inadvertently occur, or could be claimed to have occurred, in part because open-source license terms are often ambiguous. Any of\nthese risks could be difficult to eliminate or manage and may decrease revenue and lessen any competitive advantage we have due to the\nsecrecy of its source code.\n\n** **\n\n**We may be unable to\nadequately protect our proprietary rights, which may limit our ability to compete effectively.**\n\n \n\nOur business is based mainly\non our proprietary technology and related products and services. In the future, we may establish and protect proprietary rights and technology\nused in our products by the use of patents, trade secrets, copyrights and trademarks. Because of the rapid technological changes and innovation\nthat characterize the maritime connectivity and digital solutions industry, our success will depend in large part on our ability to protect\nand defend our intellectual property rights. We do not have any registered patents or software copyrights, and currently are in the process\nof applying for a trademark for JARVISS (i) under the international registration governed exclusively by the Madrid Protocol covering\njurisdictions including Malaysia, Thailand, Vietnam, the Philippines, Indonesia, China, Japan, European Union Intellectual Property Office\n(EUIPO), United Kingdom and Brunei, (ii) in Hong Kong, and (iii) in Taiwan. As of the date of this report, we have successfully registered\nthe trademark for “JARVISS” with European Union Intellectual Property Office (EUIPO), United Kingdom, Brunei, Taiwan, Japan,\nIndonesia, Singapore and the Philippines. Our actions to protect our proprietary rights in our JARVISS and V.Suite as well as other\nproducts may be insufficient to protect our intellectual property rights and prevent others from developing products similar to our products.\nIn addition, the laws of many foreign countries do not protect our intellectual property rights to the same extent as the laws of the\nU.S., or we may have failed to enter into non-disclosure and intellectual property assignment agreements with certain persons, or the\nagreements we entered into may be found inadequate or we may encounter difficulties in enforcing our legal or contractual rights. If we\nare unable to protect our intellectual property, our ability to operate our business and generate expected revenues may be harmed.\n\n** **\n\n14\n\n \n\n \n\n**We may be subject to\nclaims by third parties alleging that we infringe intellectual property owned by them. We may be required to commence litigation to protect\nour intellectual property rights. Any intellectual property litigation may continue for an extended period and may materially adversely\naffect our business, financial condition and operating results.**\n\n \n\nThere are numerous patents,\nboth pending and issued, in the maritime connectivity and digital solutions industry. We may unknowingly infringe on a patent. We may\nfrom time to time be notified of claims that we are infringing on patents, copyrights or other intellectual property rights owned by third\nparties. While we do not believe that we have infringed in the past or are infringing at present on any intellectual property rights of\nthird parties, we cannot assure you that we will not be subject to such claims or that damages for any such claim will not be awarded\nagainst us by a court. In addition, we may be required to commence litigation to protect our intellectual property rights and trade secrets,\nto determine the validity and scope of the proprietary rights of others or to defend against third-party claims of invalidity or infringement.\nAn adverse result of any litigation could force us to pay substantial damages, stop designing, manufacturing, using or selling related\nproducts, spend significant resources to develop alternative technologies, discontinue using certain processes, obtain licenses or compensate\nour customers. We may also not be able to develop alternative technology, and we may not be able to find appropriate licenses on reasonably\nsatisfactory terms. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse\neffect on our business, financial condition and operating results.\n\n** **\n\n**Risks Related to Taxation**\n\n** **\n\n**U.S. tax authorities\ncould treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences\nto U.S. shareholders.**\n\n \n\nU.S. tax authorities\ncould treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences\nto U.S. shareholders. A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal\nincome tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive\nincome” or (2) at least 50% of the average value of the corporation’s assets produce, or are held for the production\nof, those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest,\ngains from the sale or exchange of investment property, and rents and royalties other than rents and royalties which are received from\nunrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance\nof services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal\nincome tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they\nderive from the sale or other disposition of their shares in the PFIC. Based on our prior method of operations, we do not believe\nthat we will be a PFIC with respect to any taxable year as a result of any income that we may earn. In this regard, we intend to treat\nthe gross income we derive or are deemed to derive from our service activities as services income. Accordingly, we believe that income\nfrom our service activities does not constitute “passive income,” and the assets that we own and operate in connection with\nthe production of that income do not constitute assets that produce, or are held for the production of, “passive income.”\nHowever, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court\nof law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future\ntaxable year if there were to be changes in the nature of our operations. If the IRS were to find that we are or have been a PFIC for\nany taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and information reporting obligations.\nUnder the PFIC rules, unless those U.S. shareholders make an election available under the Code (which election could itself have\nadverse consequences for such U.S. shareholders), such U.S. shareholders would be liable to pay U.S. federal income tax\nat the then prevailing U.S. federal income tax rates on ordinary income plus interest upon “excess distributions” and\nupon any gain from the disposition of our Ordinary Shares, as if such “excess distribution” or gain had been recognized ratably\nover the U.S. shareholder’s holding period of our Ordinary Shares.\n\n** **\n\n**Changes in our effective\ntax rate may adversely impact our results of operations.**\n\n \n\nOur effective tax rate is\nsubject to fluctuations, as it is impacted by a number of factors, including the following:\n\n \n\n \n●\nchanges in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates;\n\n \n\n \n●\nthe resolution of issues arising from tax audits with various tax authorities;\n\n \n\n \n●\nthe impact of transfer pricing policies;\n\n \n\n15\n\n \n\n  \n\n \n●\nchanges in the valuation of either our gross deferred tax assets or gross deferred tax liabilities;\n\n \n\n \n●\nchanges in expenses not deductible for tax purposes;\n\n \n\n \n●\nchanges in available tax credits; and\n\n \n\n \n●\nchanges in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles.\n\n \n\nAny significant increase\nin our future effective tax rates could reduce net income for future periods.\n\n** **\n\n**Risks Related to Ownership of Our Securities**\n\n** **\n\n**We are subject to changing\nlaws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that may increase\nboth our costs and the risks associated with non-compliance.**\n\n \n\nWe are subject to U.S. securities\nlaws, rules and regulations implemented by various governmental and self-regulatory bodies, including, for example, the SEC and The Nasdaq\nStock Market, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded,\nand to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have\nresulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and\nattention from revenue-generating activities to compliance activities.\n\n \n\nMoreover, because these laws,\nregulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes\navailable. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing\nrevisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes,\nwe may be subject to penalty and our business may be harmed.\n\n** **\n\n**We are a foreign private\nissuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to\nsome extent, are more lenient and less frequent than those of a U.S. issuer.**\n\n \n\nBecause we qualified as a\nforeign private issuer under the federal securities laws, we were exempt from certain provisions of the Exchange Act that are applicable\nto U.S. public companies, including: (i) the sections of the Exchange Act regulating the solicitation of proxies, consents\nor authorizations in respect of a security registered under the Exchange Act, (ii) certain insider reporting requirements and\nthe short-swing profit recovery provisions of Section 16(b), and (iii) the rules under the Exchange Act requiring the filing\nwith the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports\non Form 8-K, upon the occurrence of specified significant events. However, effective March 18, 2026, our directors and officers became\nsubject to Section 16(a) beneficial ownership reporting obligations and must file applicable reports with the SEC. Any director or officer\nwho becomes a more-than-5% beneficial owner also has reporting obligations under Section 13(d) of the Exchange Act and related rules.\nIn addition, foreign private issuers are required to file their annual report on Form 20-F within four months after the end of each\nfiscal year, while U.S. domestic issuers that are non-accelerated filers are required to file their annual report on Form 10-K\nwithin 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed\nat preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required\nto furnish interim financial statements on Form 6-K, and even though we are required to furnish reports on Form 6-K disclosing\nwhatever information we have made or are required to make public pursuant to the laws of the Cayman Islands or distribute to our shareholders\nand that is material to our company, you may not have the same protections afforded to shareholders of companies that are U.S. domestic\nissuers.\n\n** **\n\n**We may lose our foreign\nprivate issuer status in the future, which could result in significant additional costs and expenses.**\n\n \n\nAs discussed above, we are\na foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements\nof the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s\nmost recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50%\nof our outstanding voting securities are owned by U.S. residents, and (2) a majority of our directors or executive officers\nare U.S. citizens or residents, and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.\nIf we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on\nU.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also\nhave to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become\nsubject to the short-swing profit recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability\nto rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public\ncompany that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not\nincur as a foreign private issuer.\n\n \n\n16\n\n \n\n \n\n**In addition to being\na foreign private issuer, we are a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, are\neligible for exemptions from certain corporate governance requirements.**\n\n \n\nWe are a “controlled\ncompany” as defined under the Nasdaq Listing Rules because our founder, Mr. Koh, beneficially owns more than 50% of our total\nvoting power through his beneficial ownership of Class A shares. As a result, Mr. Koh has the ability to control or significantly\ninfluence the outcome of most (or all, as applicable) matters requiring approval by shareholders. In addition, for so long as we remain\na controlled company under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions from corporate governance\nrules, including an exemption from the rule that a majority of our board of directors must be independent directors and the requirements\nregarding compensation and nominating committees. Although we currently do not rely on the “controlled company” exemption,\nwe could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority\nof the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation\ncommittees might not consist entirely of independent directors. Our status as a controlled company could cause Ordinary Shares to look\nless attractive to certain investors or otherwise harm our trading price.\n\n** **\n\n**As a company incorporated\nin the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ\nsignificantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they\nwould enjoy if we complied fully with Nasdaq corporate governance listing standards.**\n\n \n\nAs a foreign private issuer,\nwe qualify for exemptions from certain Nasdaq corporate governance listing standards. While we may voluntarily follow many of the corporate\ngovernance listing requirements of Nasdaq, we intend to follow certain home country corporate governance practices in lieu of the corporate\ngovernance standards of Nasdaq applicable to U.S. domestic companies. In the future, we may elect to rely on additional foreign private\nissuer exemptions with respect to some or all other Nasdaq Listing Rules. Following our home country governance practices may afford less\nprotection to investors than the Nasdaq Listing Rules applicable to U.S. issuers.\n\n \n\nSpecifically, the Company\nintends to follow the provisions of the laws of the Cayman Islands and its Second Amended and Restated Memorandum and Articles of Association\nin lieu of certain corporate governance requirements under the Nasdaq Listing Rules in the future:\n\n \n\n \n●\nRule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to an issuance of securities in connection with the acquisition of the stock or assets of another company.\n\n \n\n \n●\nRule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company.\n\n \n\n \n●\nRule 5635(c), pursuant to which shareholder approval is required for the establishment of or any material amendments to our equity compensation arrangements for officers, directors, employees or consultants.\n\n \n\n \n●\nRule 5635(d), pursuant to which shareholder approval is required prior to the issuance of securities in connection with a transaction other than a public offering where such transaction involves the issuance of securities representing 20% or more of our Ordinary Shares outstanding before the issuance at a price lower than the “Minimum Price.”\n\n \n\n \n●\nRule 5620(a), pursuant to which holding annual shareholders’ meetings is required.\n\n \n\nAlthough we may rely on certain\nhome country corporate governance practices, we must comply with Nasdaq’s notification of non-compliance requirement (Nasdaq\nRule 5625). Further, we must have a written charter for our audit committee specifying the authority and responsibilities required\nby Exchange Act Rule 10A-3 and requiring that the audit committee consist of members who meet the independence requirements\nof Nasdaq Rule 5605(c)(2)(A)(ii). If we rely on home country practice exemptions, our shareholders may not be provided with the benefits\nof certain corporate governance requirements of Nasdaq.\n\n** **\n\n17\n\n \n\n ** **\n\n**You may face difficulties\nin protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated\nunder Cayman Islands law.**\n\n \n\nWe are an exempted company\nincorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Second Amended and\nRestated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders\nto take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman\nIslands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in\npart from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive\nauthority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors\nunder Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in\nthe United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide\nsignificantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder\nderivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained\nin the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign\ncourt of competent jurisdiction without retrial on the merits.\n\n \n\nShareholders of Cayman Islands\nexempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than as set forth in our\nSecond Amended and Restated Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our\ndirectors are not required under our Second Amended and Restated Memorandum and Articles of Association to make our corporate records\navailable for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any\nfacts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nCertain corporate governance\npractices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other\njurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to certain corporate governance\nmatters. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable\nto U.S. domestic issuers.\n\n \n\nAs a result of all of the\nabove, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of\nthe board of directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For\na discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated\nin a U.S. state and their shareholders.\n\n** **\n\n**Our Second Amended\nand Restated Memorandum and Articles of Association designate the Cayman Islands as the exclusive forum for certain litigation that may\nbe initiated by our shareholders and the United States District Court for the Southern District of New York as the exclusive forum for\nlitigation arising under the federal securities laws of the United States, which could limit our shareholders’ ability to obtain\na favorable judicial forum for disputes with us.**\n\n \n\nOur Second Amended and Restated\nMemorandum and Articles of Association designate the courts of the Cayman Islands as the sole and exclusive forum for (i) any derivative\naction or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,\nofficer or other employee of the Company to the Company or its shareholders, (iii) any action asserting a claim arising pursuant to any\nprovision of the Companies Act or the Second Amended and Restated Memorandum and Articles of Association, including but not limited to\nany purchase or acquisition of our Ordinary Shares, security or guarantee provided in consideration thereof, or (iv) any action asserting\na claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine\n(as such concept is recognized under the laws of the United States from time to time). This exclusive forum provision would not apply\nto suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal\ncourts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange\nAct creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the\nrules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state\ncourts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.\n\n \n\n18\n\n \n\n \n\nHowever, our Second Amended\nand Restated Memorandum and Articles of Association contains a provision which provides that, unless the Company consents in writing to\nthe selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States\nDistrict Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in\nNew York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause\nof action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal\nsuit, action, or proceeding also involves parties other than the Company. Any person or entity purchasing or otherwise acquiring our securities\ncannot waive compliance with the federal securities laws of the United States and the rules and regulations thereunder with respect to\nclaims arising under the Securities Act and shall be deemed to have notice of and consented to the same.\n\n \n\nThe forum selection provisions\nin our Second Amended and Restated Memorandum and Articles of Association may increase a shareholder’s cost and limit a shareholder’s\nability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees,\nwhich may discourage lawsuits against us and our directors, officers and other employees. The enforceability of similar choice of forum\nprovisions in other companies’ certificates of incorporation, memorandum and articles of association and/or equivalent constitutional\ndocuments has been challenged in legal proceedings, and there is uncertainty as to whether a court would enforce such provisions. In addition,\ninvestors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that a court\ncould find these types of provisions to be inapplicable or unenforceable, and if a court were to find these provisions in our Second Amended\nand Restated Memorandum and Articles of Association to be inapplicable or unenforceable in an action, we may incur additional costs associated\nwith resolving the dispute in other jurisdictions, which could have adverse effect on our business, financial conditions and results of\noperations.\n\n** **\n\n**Certain judgments obtained\nagainst us or our auditor by our shareholders may not be enforceable.**\n\n \n\nWe are a Cayman Islands exempted\ncompany. Our primary operating subsidiary was incorporated and is located in Singapore. Substantially all of our assets are located outside\nof the United States. In addition, all of our directors and officers are nationals and residents of countries other than the United States\nand substantially all of the assets of these persons are located outside the United States. Furthermore, our auditor, Audit Alliance\nLLP, is headquartered in Singapore and substantially all of their assets are located outside the United States. As a result, it may\nbe difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us,\nour directors and officers, or our auditor, judgments obtained in United States courts, including judgments predicated upon the civil\nliability provisions of the securities laws of the United States or any state in the United States. Even if you are successful\nin bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our\nassets or the assets of our directors and officers. As a result of all of the above, our shareholders may have more difficulties in protecting\ntheir interests through actions against us, our officers, directors or major shareholders, or our auditor, than would shareholders of\na corporation incorporated in a jurisdiction in the United States.\n\n** **\n\n**Because we do not expect\nto pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.**\n\n \n\nWe currently intend to retain\nall of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to\npay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future\ndividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements\nof Cayman Islands and Singapore law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form\nof future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements\nand surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions\nand other factors as determined by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely\ndepend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate\nin value or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and\nyou may even lose your entire investment.\n\n** **\n\n19\n\n \n\n \n\n**Our Ordinary Shares\nwill be subject to potential delisting if we do not meet or continue to maintain the listing requirements of Nasdaq.**\n\n \n\nWe have been approved to\nlist our Ordinary Shares on Nasdaq, under the ticker symbol “IOTR”. Nasdaq has rules for continued listing, including,\nwithout limitation, minimum bid price, minimum market capitalization and other requirements.\n\n \n\nOn June 3, 2025, we received\na written notification from Nasdaq notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement under\nNasdaq Listing Rule 5550(a)(2) and was provided 180 calendar days, or until December 1, 2025, to regain compliance. We regained compliance\nfollowing the effectiveness of our one-for-ten reverse share split on November 10, 2025.\n\n \n\nFailure to maintain our listing,\nor de-listing from Nasdaq, would make it more difficult for shareholders to sell our securities and more difficult to obtain accurate\nprice quotations on our securities. This could have an adverse effect on the price of our Ordinary Shares. Our ability to issue additional\nsecurities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially\nand adversely affected if our shares are not traded on a national securities exchange.\n\n** **\n\n**The market price of\nour equity securities has been volatile, and your investment could suffer or decline in value.**\n\n \n\nThe stock markets, including\nNasdaq, have experienced significant price and volume fluctuations from time to time. Since our Ordinary Shares became listed on Nasdaq\non April 10, 2025, the market price of our Ordinary Shares has been volatile and has declined significantly. If our securities become\ndelisted from Nasdaq, the liquidity and price of our securities may be more limited than if our securities were quoted or listed on Nasdaq\nor another national securities exchange. In addition, the trading volume in our Ordinary Shares has been limited. We cannot assure you\nthat the market price of our Ordinary Shares will recover or will not decline further in the future in response to a number of factors,\nincluding, among others, the following:\n\n \n\n \n●\nSales of a significant number of our securities, or that we may in the future register for sale or for resale on behalf of our securityholders, could materially adversely affect the trading prices of our securities;\n\n \n\n \n●\nthe realization of any of the risk factors presented in this report;\n\n \n\n \n●\nactual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, earnings, results of operations, level of indebtedness, liquidity or financial condition;\n\n \n\n \n●\nfailure to comply with the requirements of Nasdaq;\n\n \n\n \n●\nfailure to comply with the Sarbanes-Oxley Act or other laws or regulations;\n\n \n\n \n●\nvariance in our financial performance from the expectations of market analysts;\n\n \n\n \n●\nannouncements by us or our competitors of significant business developments, changes in supplier relationships, acquisitions or expansion plans;\n\n \n\n \n●\nchanges in the prices of our products and services;\n\n \n\n \n●\ncommencement of, or involvement in, litigation involving us;\n\n \n\n \n●\nfuture issuances, sales, repurchases or anticipated issuances, sales, resales or repurchases, of our securities including due to the expiration of contractual lock-up agreements;\n\n \n\n \n●\npublication of research reports about us;\n\n \n\n20\n\n \n\n \n\n \n●\nfailure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;\n\n \n\n \n●\nnew laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to us;\n\n \n\n \n●\nmarket conditions in our industry;\n\n \n\n \n●\nchanges in key personnel;\n\n \n\n \n●\nspeculation in the press or investment community;\n\n \n\n \n●\nchanges in the estimation of the future size and growth rate of our markets;\n\n \n\n \n●\nbroad disruptions in the financial markets, including sudden disruptions in the credit markets;\n\n \n\n \n●\nactual, potential or perceived control, accounting or reporting problems;\n\n \n\n \n●\nchanges in accounting principles, policies and guidelines; and\n\n \n\n \n●\nother events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.\n\n** **\n\n**Our share price has\nfallen significantly and we could be delisted, in which case broker-dealers may be discouraged from effecting transactions in our Ordinary\nShares because they may be considered penny stocks and thus be subject to the penny stock rules.**\n\n \n\nThe SEC has adopted a number\nof rules to regulate “penny stocks” that restricts transactions involving stock which is deemed to be penny stock. Such\nrules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934,\nas amended. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity\nsecurities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted\non Nasdaq if current price and volume information with respect to transactions in such securities is provided by the exchange or system).\nOur securities may in the future constitute, “penny stock” within the meaning of the rules. In that case, the additional sales\npractice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions\nin our Ordinary Shares, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.\n\n \n\nA U.S. broker-dealer\nselling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net\nworth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special\nsuitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless\nthe broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer\nto deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards\nrelating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer\nis also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations\nfor the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with\nrespect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny\nstocks”.\n\n \n\nShareholders should be aware\nthat, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse.\nSuch patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter\nor issuer, (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases,\n(iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced\nsales persons, (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers, and (v) the wholesale\ndumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor\nlosses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to\nbe in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within\nthe confines of practical limitations to prevent the described patterns from being established with respect to our securities.\n\n \n\n**We may issue preferred\nshares, the terms of which could adversely affect the voting power or value of Ordinary Shares.**\n\n \n\nOur Second Amended and Restated\nMemorandum and Articles of Association authorize us to issue, without the approval of our shareholders, one or more classes or series\nof preferred shares having such designations, preferences, limitations and relative rights, including preferences over our Ordinary Shares\nrespecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred\nshares could adversely impact the voting power or value of our Ordinary Shares. For example, we might grant holders of preferred shares\nthe right to elect some number of our directors in all events or on the occurrence of specified events or the right to veto specified\ntransactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred shares\ncould affect the residual value of our Ordinary Shares.\n\n** **\n\n21\n\n \n\n \n\n**Our dual-class share\nstructure concentrates voting power in holders of Class A shares, which limits the ability of holders of Ordinary Shares to influence\ncorporate decisions and may adversely affect the trading price of our Ordinary Shares.**\n\n** **\n\nOn October 10, 2025, at the\nExtraordinary General Meeting of Members of the Company, our shareholders approved the Second Amended and Restated Memorandum and Articles\nof Association, pursuant to which our share capital was changed to consist of Ordinary Shares, Class A shares and preferred shares. At\nthe meeting, our shareholders also approved the redesignation of 403,435 Ordinary Shares held by All Wealthy International Limited and\n1,428,240 Ordinary Shares held by iO3 Strategic Investments Limited, in each case on a post-reverse-split basis, as issued Class A shares\non a one-for-one basis. Each Class A share is entitled to 50 votes, compared to one vote per Ordinary Share. Approximately 1,831,675 Class\nA shares are held by entities controlled by Mr. Eng Chye Koh, our founder, Chairman and Chief Executive Officer. Following the issuance\nof 2,298,852 Ordinary Shares in the January 2026 private placement, Mr. Koh beneficially owns approximately 96.89% of the aggregate voting\npower of our outstanding shares, making us a “controlled company” within the meaning of the Nasdaq Listing Rules.\n\n \n\nThis concentration of voting\ncontrol limits the ability of holders of Ordinary Shares to influence the outcome of important corporate matters. Holders of Class A shares\nhave considerable influence over matters such as decisions regarding mergers and consolidations, election of directors, amendments to\nour Second Amended and Restated Memorandum and Articles of Association, and other significant corporate actions. The holders of Class\nA shares may vote in a manner with which you disagree or which may be adverse to your interests.\n\n \n\nOur dual-class share structure\nmay also adversely affect the trading market for our Ordinary Shares. Certain index providers, including S&P Dow Jones and FTSE Russell,\nhave announced restrictions on companies with dual-class or multi-class share structures in their indices. These restrictions exclude\ncompanies with multiple classes of shares from being added to indices such as the Russell 2000, the S&P 500, the S&P MidCap 400,\nand the S&P SmallCap 600. As a result of our dual-class structure, we are ineligible for inclusion in these indices, and mutual funds,\nexchange-traded funds, and other investment vehicles that attempt to passively track these indices will not invest in our Ordinary Shares.\nExclusion from indices could make our Ordinary Shares less attractive to investors and, as a result, the market price of our Ordinary\nShares could be adversely affected.\n\n \n\nAdditionally, our Second\nAmended and Restated Memorandum and Articles of Association do not prohibit us from issuing additional Class A shares in the future. Class\nA shares may only be issued to “Eligible Class A Holders,” which include incumbent directors, executive officers, incumbent\nholders of existing Shares, or companies wholly owned by such persons. Any future issuances of Class A shares could dilute holders of\nOrdinary Shares, and any conversion of Class A shares into Ordinary Shares could increase the number of Ordinary Shares available for\nresale or trading, which may adversely affect the trading price of our Ordinary Shares.\n\n** **\n\n**Securities analysts\nmay downgrade our shares, publish negative research or reports or fail to publish reports about our business. As a result, our share price\nand trading volume could decline.**\n\n \n\nThe trading market for our\nOrdinary Shares may, to some extent, depend on the research and reports that securities analysts may publish about us, our business, our\nmarket or our competitors. We do not have any control over these analysts. We do not currently have and may never obtain research coverage\nby securities analysts. If no or few securities analysts commence coverage of us, the trading price of our shares may decrease. Even if\nwe do obtain analyst coverage, if one or more of the analysts who cover us should downgrade our shares or publish negative research or\nreports, cease coverage of our company or fail to regularly publish reports about our business, our competitive position could suffer,\nand our share price and trading volume could decline.\n\n** **\n\n**The requirements of\nbeing a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley\nAct, may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements\nin a timely or cost-effective manner.**\n\n \n\nAs a public company, we need\nto comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, the Exchange Act,\nrelated regulations of the SEC and the requirements of Nasdaq, with which we were not required to comply as a private company. Complying\nwith these statutes, regulations and requirements may occupy a significant amount of time of our board of directors and management and\nmay significantly increase our costs and expenses. We are required to:\n\n \n\n \n●\nmaintain a comprehensive compliance function;\n\n \n\n \n●\ncomply with rules promulgated by Nasdaq;\n\n \n\n \n●\ncontinue to prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;\n\n \n\n \n●\ncomply with internal policies, such as those relating to insider trading; and\n\n \n\n \n●\ninvolve and retain to a greater degree outside counsel and accountants in the above activities.\n\n \n\n22\n\n \n\n \n\n**Our internal control\nover financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their\neffectiveness in the future, which could have a significant and adverse effect on our business, financial condition, results of operations\nand reputation.**\n\n \n\nWe are subject to a requirement,\npursuant to Section 404 of the Sarbanes-Oxley Act, to conduct an annual review and evaluation of our internal control over financial\nreporting and furnish a report by management on, among other things, our assessment of the effectiveness of our internal control over\nfinancial reporting each fiscal year beginning with the year following our first annual report filed with the SEC. However, because\nwe are an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness\nof our internal control over financial reporting pursuant to Section 404 until the earlier of the fifth year following our first\nannual report filed with the SEC or the date we are no longer an emerging growth company. Ensuring that we have adequate internal control\nover financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming\neffort that must be evaluated frequently. Establishing and maintaining these internal controls may be costly and may divert management’s\nattention.\n\n \n\nWhen evaluating our internal\ncontrol over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable\ndeadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail\nto achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or\namended from time to time, we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective internal control\nover financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. We cannot be certain as to the timing of completion\nof our evaluation, testing and any remediation actions or the impact of the same on our operations. If we do not adequately implement\nor comply with the requirements of Section 404 of the Sarbanes-Oxley Act, we may be subject to sanctions or investigation by regulatory\nauthorities, such as the SEC, or suffer other adverse regulatory consequences, including penalties for violation of Nasdaq Listing Rules.\nAs a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial\nstatements. A loss of confidence in the reliability of our financial statements also could occur if we or our independent registered\npublic accounting firm were to report one or more material weaknesses in our internal control over financial reporting. In addition,\nwe may be required to incur costs in improving our internal control system, including the costs of the hiring of additional personnel.\nAny such action could negatively affect our business, financial condition, results of operations and cash flows and could also lead to\na decline in the price of our Ordinary Shares. \n\n** **\n\n**Our officers, directors\nand principal shareholders hold a substantial portion of our aggregate voting power due to holdings of Class A shares, each of which carries\n50 votes, and therefore have significant influence over all matters submitted to a vote of our shareholders.**\n\n \n\nAs of March 31, 2026, our\nfounder, Chairman and Chief Executive Officer, Eng Chye Koh, beneficially owns approximately 96.89% of the aggregate voting power of the\nCompany’s issued share capital through his beneficial ownership of Class A shares and Ordinary Shares, with each Class A share carrying\n50 votes compared to one vote per Ordinary Share. Specifically, Mr. Koh beneficially owns 1,831,675 Class A shares and 89,285 Ordinary\nShares through iO3 Strategic Investments Limited (1,428,240 Class A shares) and All Wealthy International Limited (89,285 Ordinary Shares\nand 403,435 Class A shares). As a result, we are a “controlled company” within the meaning of Nasdaq Listing Rules and therefore\nwe are eligible for certain exemptions from the corporate governance listing requirements of Nasdaq. However, we have not relied on any\nof the corporate governance exemptions available to “controlled companies.” The concentration of voting control with Mr. Koh\nlimits the ability of other shareholders to influence the outcome of corporate matters, including the election of directors, mergers,\nacquisitions, amendments to our constitutional documents, and other significant corporate actions.\n\n \n\nThis concentration of voting\npower and control could delay, defer or prevent actions that might otherwise be beneficial to our other shareholders, such as a change\nin control, merger, acquisition, or other strategic transactions. It may also result in decisions that are disadvantageous to our other\nshareholders whose interests are different from those of Mr. Koh. As a result, investors should not rely on their ability to influence\nthe management or direction of the Company through voting their shares, and your investment decision should not be based on an expectation\nof having any meaningful control over our corporate affairs.\n\n** **\n\n**For as long as we are\nan emerging growth company, we will not be required to comply with certain requirements that apply to other public companies.**\n\n \n\nWe are an emerging growth\ncompany, as defined in the JOBS Act. For as long as we are an emerging growth company, unlike other public companies, we will not be required\nto, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of\nour system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply\nwith any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement\nto the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial\nstatements of the issuer, (iii) provide certain disclosures regarding executive compensation required of larger public companies,\nor (iv) hold nonbinding advisory votes on executive compensation and any golden parachute payments not previously approved. In addition,\nthe JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of\nthe Securities Act for adopting new or revised financial accounting standards. We intend to take advantage of the longer phase-in periods\nfor the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth\ncompany. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable\npursuant to the JOBS Act.\n\n \n\n23\n\n \n\n  \n\nWe will remain an emerging\ngrowth company for up to five full fiscal years, although we will lose that status sooner if we have more than $1.235 billion\nof revenues in a fiscal year, have more than $700 million in market value of our Ordinary Shares held by non-affiliates (and have\nbeen a public company for at least 12 months and have filed one annual report on Form 20-F), or issue more than $1.0 billion\nof non-convertible debt over a three-year period.\n\n \n\nTo the extent that we rely\non any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and\ninternal control over financial reporting than issuers that are not emerging growth companies. We cannot predict if investors will find\nour Ordinary Shares less attractive because we will rely on these exemptions. If some investors find our Ordinary Shares to be less attractive\nas a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile."}