UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report __________

Commission file number 001-42594

(Exact name of the Registrant as specified in its charter)

(Translation of Registrant’s name into English)

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

Eng Chye Koh, Chief Executive Officer and Chairman

Tel: +65 3105 1699

Email: ir@io3.sg

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of March 31, 2025, 24,000,000 Ordinary Shares, par value $0.00625 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Annual Report on Form 20-F

Year Ended March 31, 2025

TABLE OF CONTENTS

CERTAIN INFORMATION

As used in this Annual Report on Form 20-F (the “Annual Report”), unless otherwise indicated or the context otherwise requires, references to:

“5G” means the 5^th generation mobile network, which is a global wireless standard.

“ASC” means FASB Accounting Standards Codification.

“AI” means artificial intelligence.

“AR” means augmented reality.

“British Virgin Islands” means the United Kingdom and Northern Ireland’s territory of the Virgin Islands.

“BVI” means British Virgin Islands.

“CAGR” means compound annual growth rate.

“Cayman Islands” means the Cayman Islands, a British overseas territory in the Western Caribbean islands.

“CCTV” means closed circuit television.

“Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“COVID-19” means the novel Coronavirus Disease of 2019.

“ERP” means enterprise resource planning.

“EU” means the European Union.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

“FASB” means the Financial Accounting Standards Board.

“GPS” means global positioning system.

“IoT” means Internet of Things.

“iO3 BVI” means iOThree Maritime Technologies Limited, a subsidiary of our Company incorporated under the laws of the British Virgin Islands on August 21, 2023.

“iO3 Cayman” means iOThree Limited, an exempted company incorporated under the laws of the Cayman Islands on August 21, 2023 as a holding company.

“iO3 Singapore” means iO3 Pte. Ltd. incorporated under the Singapore Companies Act as an exempt private company limited by shares on February 19, 2019.

“IRS” means the U.S. Internal Revenue Service.

“IP phone” means internet protocol phone.

“ISO” means International Organization for Standardization.

“IT” means information technology.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“LAN” means local area network.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Listing Rules” means the Listing Rules adopted by The Nasdaq Stock Market LLC, as the same may be amended from time to time.

“OT” means operational technology.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated from time to time thereunder.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations promulgated by the SEC thereunder.

“Singapore Dollars” or “S$” means Singapore dollars.

“Singapore Companies Act” means the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time.

“Singapore Stock Exchange” means the Singapore Exchange Securities Trading Limited.

“United States” or “U.S.” means the United States of America, including the states, the District of Columbia and its territories and possessions.

“U.S. Dollars”, “US$” or “$” means U.S. dollars.

“U.S. Foreign Corrupt Practices Act” means the United States Foreign Corrupt Practices Act 1977, as amended.

“USB” means universal serial bus.

“VSAT” means very small aperture terminal.

Financial Statements

The consolidated financial statements included in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the SEC.

Financial Information in U.S. Dollars

The reporting currency of the Company is United States Dollars, or “US$”, or “$”, and the consolidated financial statements included in this Annual Report have been expressed in United States Dollars. In addition, the Company and subsidiaries maintain their books and record in United States Dollars or “US$”, or “$”, which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

Transactions denominated in currencies other than United States Dollars are translated into United States Dollars at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the date of the balance sheet dates. The resulting exchange differences arising on the settlement of monetary items or on translating monetary items at the date of the balance sheet dates are recorded in the statement of operations.

FORWARD-LOOKING STATEMENTS

This Annual Report contains many statements that are “forward-looking” and uses forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking statements are based are reasonable and within the bounds of our knowledge of our business and operations as of the date of this Annual Report, any or all of those assumptions could prove to be inaccurate. Many important factors, including those discussed under “Item 3.D. Risk Factors,” could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including:

Such risks and uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could adversely impact our business and financial performance. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements. The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Factors

You should carefully consider the following risk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed in the section titled “Forward-Looking Statements,” and our financial information before you decide whether to invest in our securities. One or more of a combination of these risks could materially impact our business, financial condition or results of operations. In any such case, the market price of the Ordinary Shares could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently do not consider to be material may also materially and adversely affect our business, financial condition or results of operations.

Summary Risk Factors

Risks Related to Our Business and Industry

Risks Related to Legal, Regulatory and Governmental Matters

Risks Related to Intellectual Property, Information Technology, Data Privacy and Cybersecurity

Risks Related to Ownership of Our Securities

Risks Related to Our Business and Industry

We 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.

Since inception in 2019, we have devoted substantially all of our resources to designing, developing and manufacturing our systems and technology, enhancing our engineering capabilities, building our business and establishing relations with our customers, raising capital and providing general and administrative support for these operations. We are still in the early stages of our development and have a limited operating history. Consequently, any assessment you make about our current business or future success or viability may not be as accurate as it could be if we had a longer operating history or an established track record in generating predictable revenues or operating cash flows sufficient to fund our working capital requirements.

Although we have several customer contracts, we have limited insight into trends that may emerge and affect our business, including our ability to attract and retain customers, the amount of revenue we will generate from our customers and the competition we will face. If our revenue grows slower than we anticipate or we otherwise fall materially short of our forecasts and expectations, we may not be able to maintain sustained profitability and our financial condition will be materially and adversely affected which could cause our share price to decline and investors to lose confidence in us.

Additionally, our relatively short track record makes it difficult to evaluate our historical performance or predict our future prospects. Investors should consider our business and prospects in light of the risks, expenses, and challenges frequently encountered by companies in the early stages of development. Any failure to address these challenges effectively could have a material adverse effect on our business, financial condition, and results of operations.

Loss of key employees and the inability to continuously recruit and retain qualified employees could hurt our competitive position.

We depend on a limited number of key technical, marketing and management personnel to manage and operate our business. In particular, we believe our success depends to a significant degree on our ability to attract and retain highly skilled engineers to facilitate the enhancement of our existing technologies and the development of new systems. In order to compete effectively, we must:

The competition for qualified personnel is intense, and the number of candidates with relevant experience, particularly in radio-frequency device and satellite communications systems development and engineering, integrated circuit and technical pre- and post-sale support, is limited. Changes in employment-related laws and regulations may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. Additionally, we may in the future decide to dismiss, certain personnel in order to save on costs and focus on our core competencies, which may have an adverse effect on our reputation and our ability to retain additional qualified personnel in the future. We cannot assure that we will be able to attract and retain skilled personnel in the future, which could harm our business and our results of operations.

The markets in which we compete are relatively competitive and our competitors may have greater resources than us.

Although we have not encountered any direct competitors as there is no one company that operates and provides both business segments, the markets in which we compete are still relatively competitive and competition is increasing. In addition, because the markets in which we operate are constantly evolving and characterized by rapid technological change, it is difficult for us to predict whether, when and by whom new competing technologies, products or services may be introduced into our markets. Currently, we face competition in each of our segments. See “Item 4.B. Business Overview — Competition” of this report for a discussion of the competitive environment in each of our segments. Many of our competitors have significant competitive advantages, including strong customer relationships, more experience with regulatory compliance, greater financial and management resources and access to technologies not available to us. Many of our competitors are also substantially larger or more specialized than we are and may have more extensive engineering, manufacturing and marketing capabilities than we do. As a result, these competitors may be able to adapt more quickly to changing technology or market conditions or may be able to devote greater resources to the development, promotion and sale of their products. Our ability to compete in each of our segments may also be adversely affected by limits on our capital resources and our ability to invest in maintaining and expanding our market share.

Our competitors may develop products that are less expensive, are safer or more effective, and thus may diminish or eliminate the commercial success of any potential products that we may commercialize.

Our competitors may develop products that are less expensive, are safer or more effective, and thus may diminish or eliminate the commercial success of any potential products that we may commercialize. If there are competitors’ market products that are less expensive, safer or more effective than our future products developed from our product candidates, or that reach the market before our product candidates, we may not achieve commercial success. The market may choose to continue utilizing the existing products for any number of reasons, including familiarity with or pricing of these existing products. The failure of any of our product candidates to compete with products marketed by our competitors would impair our ability to generate revenue, which would have a material adverse effect on our future business, financial condition and results of operations. We expect to compete with several companies and our competitors may:

The emergence of a competing maritime digital shipboard platform or other similar products and services 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.

JARVISS is a unified digital shipboard platform that encompasses the full spectrum end-to-end from shipboard edge device to cloud services for operational efficiencies and safer voyages. JARVISS provides a diversified portfolio of digital solutions and is fully customizable and designed to meet our customers’ individual requirements. We believe that our array of competitive advantages positions us to not only maintain but also strengthen our position in the industry. Due to our unique business offering, we have not encountered and are unaware of any direct competitors as there is no one company that operates and provides both business segments (i.e., connectivity and digitalization and other solutions), but any introduction of such a product or company could adversely impact our success. In addition, other companies could replicate some of the distinguishing features of our products, which could potentially reduce the appeal of our solution, increase price competition, and adversely affect sales. We do, however, face different competitors in each of the business segments. Our main competitors are Navarino, Marlink and Inmarsat for satellite connectivity solution; and Alpha Ori, Zero North and Storm Geo for the ‘digitalization’ segment under ‘digitalization and other solutions’, and Navarino, Radio Holland, and DNV for the ‘other solutions’ segment under ‘digitalization and other solutions’. Moreover, our current and future competitors vary in size and in the breadth and scope of the products and services they offer. They may have longer operating histories or have greater available financial, technical, sales, marketing and other resources than we do. Future competitors such as venture backed startups that are purely software focused may be able to benefit from more capital being injected into the research and development of their products as well as business development efforts.

Any failure to maintain our brand recognition and value may adversely affect our business.

We believe our strong market positions have contributed to the Company’s strong brand recognition and value. Maintaining and developing our brand recognition and value will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality customer service. In addition, brand recognition and value are based in large part on perceptions of subjective qualities, and even isolated incidents can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation. Our Company, including our brand recognition and value, could be adversely affected if our public image or reputation is tarnished by negative publicity. Any 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 material adverse effect on our business, financial condition and results of operations.

Satellite failures or degradations in satellite performance could affect our business, financial condition and results of operations.

Our solutions utilize satellites to provide our customers with stable communications and other technological capabilities. Satellites utilize highly complex technology, operate in the harsh environment of space and are subject to significant operational risks while in orbit. These risks include malfunctions (commonly referred to as anomalies), such as malfunctions in the deployment of subsystems and/or components, interference from electrostatic storms, and collisions with meteoroids, decommissioned spacecraft or other space debris. Anomalies can occur as a result of various factors, including satellite manufacturer error, problems with the power or control sub-system of a satellite or general failures caused by the harsh space environment. Our satellite providers may experience anomalies in the future. Any single anomaly or other operational failure or degradation on the satellites we use could have a material adverse effect on our business, financial condition and results of operations. Although the satellite operators we use have redundant or backup systems and components that operate in the event of an anomaly, operational failure or degradation of primary critical components, these redundant or backup systems and components are subject to risk of failure similar to those experienced by the primary systems and components. The occurrence of a failure of any of these redundant or backup systems and components could materially affect our business, financial condition and results of operations.

We 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.

We derive a significant portion of our revenue from a limited number of customers. For the years ended March 31, 2025, 2024 and 2023, our top five customers contributed approximately 44.0%, 34.1% and 39.7% of the total revenue of our company, respectively. If we fail to deliver upon contracts with these five customers, or upon the contracts of other large customers, or if demand by these customers for our products decreases substantially, our revenues and operating results could be materially adversely affected. Any slowdown or a disruption in the growth of these customers’ markets could adversely affect our financial condition and results of operations.

As we rely on a small number of suppliers, supplier concentration may expose us to significant financial credit or performance risk.

Our solutions rely on the supply of services, equipment, or software which we may purchase from a small number of third-party suppliers. Purchases from our five largest suppliers contributed approximately 50.1%, 49.8% and 60.7% of our total cost of sales for the years ended March 31, 2025, 2024 and 2023, respectively. As we continue to grow our business, we may need to establish a more diverse supplier network, while attempting to continue to leverage our purchasing power to obtain favorable pricing and delivery terms. The failure to diversify our supplier network could have an adverse effect on our results of operations, financial condition and cash flows.

Furthermore, despite our efforts to maintain good relationships with our existing suppliers, we could lose one or more of our existing suppliers at any time. The loss of one or more key suppliers could increase our reliance on higher cost or lower quality supplies, which could negatively affect our profitability. Any interruptions to, or decline in, the amount or quality of our supplies could materially disrupt our operations and adversely affect our business, financial condition and financial prospects.

Deterioration of the financial condition of our customers could adversely affect our operating results.

Deterioration of the financial condition of our customers could adversely impact our collection of accounts receivable and may result in delays in product orders or contract negotiations. For the years ended March 31, 2025, 2024 and 2023, our top five customers contributed approximately 44.0%, 34.1% and 39.7% of the total revenue of our company, respectively. As of March 31, 2025, 2024 and 2023, accounts receivable with these customers were approximately $269,844, $118,000 and $422,000, respectively. We regularly review the collectability and creditworthiness of our customers to determine an appropriate allowance for credit losses. Based on our review of our customers, we currently have no reserves for uncollectible accounts. If our accounts receivable become uncollectible, our operating results would be negatively impacted. Further, recent global inflationary trends and financial markets volatility have resulted in funding constraints that may affect the timing and scale of investments in new communications technologies by some of our existing and prospective customers. The effects of recent macroeconomic uncertainties on our customers have also resulted in delays to contract negotiations or customer orders, and may result in further delays. Any new or further delays in new contracts or customer orders could materially adversely affect our financial condition and operating results.

Some of our customers may require our products and systems to undergo a demonstration process that does not assure future sales or customer contracts.

Prior to purchasing our satellite communications systems, some of our customers may require that products undergo extensive demonstration processes, which may involve the testing of our products in the customers’ systems or via a prototype demonstration. We may also undertake to commit resources to prepare a demonstration for a prospective customer, in which case we would bear the expenses of the demonstration. The demonstration process varies by the customer and the product, and may take several months. The demonstration of our products to a customer does not assure any sales of such product to that customer. Despite these uncertainties, we may devote substantial resources, including design, engineering, sales, marketing and management efforts, to demonstrate our products to customers in anticipation of sales and without an expectation of reimbursement of these costs or generating future revenues and gross profits from the projected sale of our systems.

Our estimates, including market opportunity estimates and market growth forecasts, are subject to inherent challenges in measurement and significant uncertainty, and real or perceived inaccuracies in those metrics and estimates may harm our reputation and negatively affect our business.

We track certain key metrics and market data, including, among others, our estimated demand for maritime digital technology, which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies or the assumptions on which we rely. Our methodologies for tracking these data may change over time, which could result in changes to our metrics, including the metrics we publicly disclose. While our key metrics and market data are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring our performance. For example, the accuracy of our projected potential contract revenue pipeline could be impacted by developments outside of our control, such as changes in customers’ plans, supply chain difficulties and the availability of alternative products. In addition, limitations with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our estimates of operating metrics and market data are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our business, financial condition, results of operations and prospects could be materially and adversely affected. Additionally, industry data, forecasts, estimates and projections included elsewhere in this report are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Certain facts, forecasts and other statistics relating to the industries in which we compete have been derived from various public data sources, including third-party industry reports and analyses. Accordingly, our use of the terms referring to our markets and industries may be subject to interpretation, and the resulting industry data, projections and estimates are inherently uncertain. If any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. Furthermore, our industry data and market share data should be interpreted in light of the defined markets in which we operate. Any discrepancy in the interpretation thereof could lead to varying industry data, measurements, forecasts and estimates. Further, the sources on which such industry and market data and estimates are based were prepared as of a certain point in time, and any changes in global macroeconomic conditions, including recent global inflationary trends and financial markets volatility, could also lead to changes in these data, measurements, forecasts and estimates. Furthermore, we do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of our future performance, revenue, financial condition or other results.

Fluctuations in our net sales and results of operations could depress the market price of our Ordinary Shares.

Our future net sales and results of operations could vary significantly due to a number of factors, many of which are outside our control. Accordingly, you should not rely on year-to-year comparisons of our results of operations as an indication of future performance. It is possible that our net sales or results of operations in a quarter will fall below the expectations of securities analysts or investors. If this occurs, the market price of our Ordinary Shares could fall significantly. Our results of operations in any financial year can fluctuate for many reasons, including changes in demand for our products and services; delays in order fulfillment; the mix of products and services we sell; our ability to test and deliver products in a timely and cost-effective manner, including the availability of components from our suppliers; our success in winning competitions for orders; the timing of new product introductions by us or our competitors; the scope and success of our investments in research and development; expenses incurred in pursuing acquisitions and investments; expenses incurred in expanding, maintaining, or improving our global network; market and competitive pricing pressures; unanticipated charges or expenses, such as increases in warranty claims; expenses incurred in responding to shareholder activism; general economic climate; and the impact of supply chain disruptions. A large portion of our expenses, including expenses for network infrastructure, facilities, equipment, and personnel, are relatively 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 or improve our operating margins. Any failure to achieve anticipated net sales could therefore significantly harm our operating results for a particular fiscal period.

Defects, 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.

Our software and hardware, and those of third parties on which we rely, is complex and may contain defects or errors when implemented or when new functionality is released, as we may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological advancements and changing industry trends. Despite our testing, from time to time we have discovered and may in the future discover defects or errors in our software and hardware. Any performance problems or defects in our software or hardware, or those of third parties on which we rely, could materially and adversely affect our business, financial condition and results of operations. Defects, errors or other similar performance problems or disruptions, whether in connection with day-to-day operations or otherwise, could be costly for us, damage our customers’ businesses, harm our reputation and result in reduced sales or a loss of, or delay in, the market acceptance of our systems. In addition, if we have any such errors, defects or other performance problems, our clients could seek to terminate their contracts, delay or withhold payment or make claims against us. Any of these actions could result in liability, lost business, increased insurance costs, difficulty in collecting accounts receivable, costly litigation or adverse publicity, which could materially and adversely affect our business, financial condition and results of operations.

Acquisitions and strategic relationships may disrupt our operations or adversely affect our results.

We evaluate opportunities to acquire other businesses and pursue other strategic relationships as they arise. The expenses we incur evaluating and pursuing acquisitions and strategic relationships could have a material adverse effect on our results of operations. If we acquire a business, we may be unable to manage it profitably or successfully integrate its operations with our own. Moreover, we may be unable to realize the strategic, financial, operational and other benefits we anticipate, and any acquisition or strategic relationship may increase our operating expenses. Further, our approach to acquisitions and strategic relationships may involve a number of special financial and business risks, such as entry into new and unfamiliar lines of business or markets, which may present challenges or risks that we did not anticipate; entry into new or unfamiliar geographic regions, including exposure to additional tax and regulatory regimes; increased expenses associated with the amortization of acquired intangible assets; increased exposure to fluctuations in foreign currency exchange rates; charges related to any abandoned acquisition; diversion of our management’s time, attention, and resources; loss of key personnel; increased costs to improve or coordinate managerial, operational, financial, and administrative systems, including internal control over financial reporting; dilutive issuances of equity securities; the assumption of legal liabilities; and losses arising from impairment charges associated with goodwill or intangible assets.

We depend on our main facility in Singapore and are susceptible to any event that could adversely affect its condition or the condition of our other facilities.

We depend on our main facility in Singapore and are susceptible to any event that could adversely affect its condition or the condition of our other facilities. A material portion of our operational capacity, our principal offices and principal research and development facilities for the principal part of our business are concentrated in a single location in Singapore. We also have business arrangements with a few local agents in Taiwan and Vietnam. Fire, natural disaster, lockdowns, or any other cause of material disruption in our operations in any of these locations could have a material adverse effect on our business, financial condition and operating results.

We may not be able to raise equity and debt financing sufficient to meet our capital and operating needs and to comply with the covenants that we expect will be contained in our debt agreements, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to raise equity and debt financing sufficient to meet our capital and operating needs and to comply with the covenants that we expect will be contained in our debt agreements, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We cannot assure you that the net proceeds from any future equity offering or debt financing would be sufficient to satisfy our capital and operating needs and enable us to comply with various debt covenants that we expect will be contained in future debt agreements. In such case, we may not be able to raise additional equity capital or obtain additional debt financing or refinance our existing indebtedness, if necessary. If we are not able to comply with the covenants that we expect will be contained in future debt agreements and our lenders choose to accelerate our indebtedness and foreclose their liens, we could be required to sell any vessels we may own and our ability to continue to conduct our business would be impaired.

We 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.

The market for maritime connectivity and digital solutions is characterized by rapid technological change, frequent new product innovations, changes in customer requirements and expectations, and evolving industry standards. For example, we are starting to face competition from other maritime communication companies. For instance, our main competitors are Navarino, Marlink and Inmarsat for satellite connectivity solution; and Alpha Ori, Zero North and Storm Geo for the ‘digitalization’ segment under ‘digitalization and other solutions’, and Navarino, Radio Holland, and DNV for the ‘other solutions’ segment under ‘digitalization and other solutions’. If we fail to make innovations in our existing products and services and reduce the costs of our products and services in a timely way, our market share may decline. Products or services using new technologies, or emerging industry standards, could render our products and services obsolete. If our competitors successfully introduce new or enhanced products or services that outperform our products or services, or are perceived as doing so, we may be unable to compete successfully in the markets affected by these changes. Research and development in our industry is inherently complex and uncertain, and our current and anticipated research and development projects may not achieve the results we seek. The financial resources that we can devote to our research and development efforts may be insufficient to achieve our goals. Our efforts may not result in any viable products or may result in products whose performance, features, price or availability may not be attractive to customers or that we cannot manufacture and sell profitably.

Our 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.

Our ability to maintain and expand our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to establish and maintain successful relationships with reliable distributors strategically positioned to serve those areas. Such distributors may sell and distribute competing products, and our products may represent a small portion of their businesses. There is a risk that such distributors may not adequately perform their functions by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition from other companies who have greater resources than we do. To the extent that our distributors are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, our sales and results of operations could be adversely affected. Furthermore, such third-parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing, and sales activities.

Our ability to maintain and expand our distribution network and attract additional distributors will depend on a number of factors, some of which are outside our control. Some of these factors include:

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.

Since we cannot exert the same level of influence or control over our independent distributors as we could were they our own employees, our distributors could fail to comply with our distributor policies and procedures, which could result in claims against us that could harm our financial condition and operating results.

Our distributors are independent and, accordingly, we are not in a position to directly provide the same direction, motivation and oversight as we would if distributors were our own employees. As a result, there can be no assurance that our distributors will participate in our marketing strategies or plans, accept our introduction of new products, or comply with our distributor policies and procedures.

Extensive national and local laws regulate our business and products. Although we have implemented distributor policies and procedures designed to govern distributor conduct and to protect the goodwill associated with our trademarks and tradenames, it can be difficult to enforce these policies and procedures because of the large number of distributors and their independent status. Violations by our independent licensed distributors of applicable law or of our policies and procedures in dealing with customers could reflect negatively on our products and operations and harm our business reputation.

Risks Related to Legal, Regulatory and Governmental Matters

Unfavorable global and regional economic, political and health conditions could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by global or regional economic, political and health conditions. A global financial crisis or global or regional political and economic instability (including changes in inflation, interest rates and overall economic conditions and uncertainties), wars, terrorism, civil unrest, outbreaks of disease (for example, COVID-19), and other unexpected events, such as supply chain constraints or disruptions, could cause extreme volatility, increase our costs and disrupt our business. Business disruptions could include, among others, disruptions to our commercial activities, including due to supply chain or distribution constraints or challenges, as well as temporary closures of our facilities and the facilities of suppliers or contract manufacturers in our supply chain. For example, these macroeconomic factors could affect the ability of our current or potential future manufacturers, sole source or single source suppliers, licensors or licensees to remain in business, or otherwise manufacture or supply components, materials or services relevant to our products. Any failure by any of them to remain in business could affect our ability to manufacture products or meet demand for our products. In addition, if inflation or other factors were to significantly increase our business costs, we may be unable to pass through price increases to our customers. Interest rates and the ability to access credit markets could also adversely affect the ability of our customers to purchase our products.

Also, ongoing geopolitical instability, including the continuing conflict between Russia and Ukraine, the U.S. government’s escalation of trade tariffs in a broader trade war, and renewed violence in the Middle East, poses significant risks to global economic conditions. The governments of the United States, EU, Japan and other jurisdictions have imposed or expanded sanctions targeting certain sectors, entities and individuals, as well as enhanced export controls affecting certain technologies and products. These actions, along with any retaliatory measures by Russia, China, or other affected jurisdictions, could disrupt the global supply chains, reduce the availability of critical raw materials and components, increase costs, and contribute to broader volatility in global financial markets, which may have a material adverse effect on our business, financial condition, and results of operations.

Most of our operations are carried out in Singapore. As a result, our operations are subject to various political, economic, and other risks and uncertainties inherent to operating in that jurisdiction.

Most of our operations are carried out in Singapore. As a result, our business is subject to various political, economic, legal, and regulatory risks inherent to operating in that jurisdiction. While Singapore is generally considered to have a stable political environment and pro-business regulatory framework, any changes in government policies, laws, or regulations—including those related to taxation, labor, trade, data privacy, or foreign investment—could adversely impact our operations. Additionally, external factors such as regional geopolitical tensions, shifts in global trade policies, inflationary pressures, or supply chain disruptions may also have indirect effects on the Singaporean economy and, consequently, on our business, financial condition, and results of operations.

It will be difficult to obtain jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.

All of our assets are currently located outside of the United States. Additionally, our directors and officers reside outside of the United States. Additionally, our key management and operations are primarily based in Singapore. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws in Singapore or the Cayman Islands. Moreover, we have been advised that Singapore and Cayman Islands do not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States.

Risks associated with environmental, social and governance matters, including global climate change, and legal, regulatory or market responses to these matters could harm our reputation and business.

Increasing shareholder environmental, social and governance (ESG) expectations, physical and transition risks associated with climate change, emerging ESG regulation, contractual requirements and policy requirements present short, medium and long-term risks to our business and financial condition. Changes in environmental and climate change laws or regulations could lead to additional operational restrictions and compliance requirements upon us. Compliance with current and future environmental laws and regulations may require significant operating and capital costs. Our suppliers may face similar business interruptions and incur additional costs that may be passed on to us. In addition, customers, shareholders and institutional investors continue to increase their focus on ESG, including our environmental sustainability practices and commitments with respect to our business and operations. If our responses to new or evolving legal and regulatory requirements or other sustainability concerns are unsuccessful or perceived as inadequate for the U.S. or our international markets, we also may suffer damage to our reputation, which could have a material adverse impact on our business, financial condition and results of operations.

We could incur additional legal compliance costs associated with our international operations and could become subject to legal penalties if we do not comply with certain regulations.

As a result of our international operations, we are subject to a number of legal requirements, including the U.S. Foreign Corrupt Practices Act and the customs, export, trade sanctions and anti-boycott laws of the United States, including those administered by the U.S. Customs and Border Protection, the Bureau of Industry and Security, the Department of Commerce, the Department of State, and the Office of Foreign Assets Control of the Treasury Department, as well as those of other nations in which we do business. In addition, many of the countries where our customers use our products and services have licensing and regulatory requirements for the importation and use of satellite communications and reception equipment, including the use of such equipment in territorial waters, the transmission of satellite signals on certain radio frequencies, the transmission of voice over the internet services using such equipment, and, in some cases, the reception of certain video programming services. These laws and regulations are continually changing, making compliance complex. We incur costs identifying and maintaining compliance with applicable licensing and regulatory requirements. In addition, our training and compliance programs and our other internal control policies may be insufficient to protect us from acts committed by our employees, agents or third-party contractors. Any violation of these requirements by us or our employees, agents or third-party contractors may subject us to significant criminal and civil liability.

Changes in foreign currency exchange rates may negatively affect our financial condition and results of operations.

The reporting currency of the Company is U.S. Dollars, to date the majority of the Company’s revenues and costs are denominated in US$ and S$, a majority of the Company’s assets are denominated in US$ and S$ and a significant portion of the Company’s liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and S$. For example, during 2022 and 2023, the U.S. dollar strengthened against certain foreign currencies and this may cause a decrease in some of our monetary assets which are denominated in foreign currencies and lead to the recognition of foreign exchange losses. Moreover, certain of our products and services are sold internationally in U.S. dollars; if the U.S. dollar continues to strengthen, the relative cost of these products and services to customers located in foreign countries would increase, which could adversely affect export sales. In addition, most of our financial obligations must be satisfied in U.S. dollars. Our exposures to changes in foreign currency exchange rates may change over time as our business practices evolve and could result in increased costs or reduced revenue and could adversely affect our cash flow. Changes in the relative values of currencies occur regularly and may have a significant impact on our operating results. We cannot predict with any certainty changes in foreign currency exchange rates or the degree to which we can cost-effectively mitigate this exposure.

Potential liability claims relating to our products or services could have a material adverse effect on our business.

We may be subject to liability claims relating to the products we sell or services we provide. Potential liability claims could include, among others, claims for debts and for breaching service level availability obligations. We endeavor to include in our agreements with our business customers provisions designed to limit our exposure to potential claims. However, we may fail to include limitations of our liability in our contracts, or our contractual limitations of liability maybe rejected or limited in certain jurisdictions. Additionally, our insurance does not cover all relevant claims, such as claims for force majeure, and does not provide sufficient coverage. To date, we have not been subject to any material product liability claim. Our business, financial condition and operating results could be materially adversely affected if costs resulting from future claims are not covered by our insurance or exceed our coverage.

We may become subject to warranty claims, product recalls and product liability claims and may be adversely affected by unfavorable court decisions or legal settlements.

From time to time, we may be subject to warranty or product liability claims as a result of defects in our products and systems that could lead to significant expense. If we or one of our suppliers recalls any of our products, we may incur significant costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in certain cases may also contain liquidated damages provisions related to product delivery obligations. The potential liabilities associated with such provisions are significant, and in some cases, including in agreements with some of our largest customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive from the sale of the relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims and product recalls could materially and adversely affect our financial condition and results of operations.

Risks Related to Intellectual Property, Information Technology, Data Privacy and Cybersecurity

A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business.

A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business. Our information technology networks and related systems are essential to our ability to conduct our day-to-day operations. As a result, we face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons who access our systems from inside or outside our organization and other significant disruptions of our information technology networks and related systems. A security breach or other significant disruption involving our information technology networks and related systems or those of our vendors could: disrupt our operations; result in the unauthorized access to, and the destruction, loss, theft, misappropriation or release of, proprietary, personally identifiable, confidential, sensitive or otherwise valuable information including tenant information and lease data, which others could use to compete against us or which could expose us to damage claims by third parties for disruptive, destructive or otherwise harmful outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our business relationships or reputation generally. Any or all of the foregoing could materially and adversely affect our business and the value of our shares.

We depend on cloud-based data services operated by third parties, and any disruption in the operation of these services could harm our business.

Some of our content services and business records are hosted by various cloud-based data services operated by third parties. Any failure or downtime in one of these services could affect a significant percentage of our customers. Although we control and have access to the components of our network that are located in our internal facilities and certain of our external data facilities, we do not control the operation of external facilities. The providers of our data management services have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one or more of our data management suppliers is acquired, closes, suffers financial difficulty or is unable to meet our growing capacity needs, we may be required to transfer our data to other services, and we may incur significant costs and service interruptions in connection with doing so, which could harm our reputation with our customers and adversely affect our revenues and results of operations.

Cybersecurity 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.

We rely on trade secrets, technical know-how and other unpatented confidential and proprietary information relating to our product development and production activities to provide us with competitive advantages. We also collect, maintain and otherwise process certain sensitive and other personal information regarding our employees, as well as contact information of our customers and suppliers, in the ordinary course of business. One of the ways we protect this information is by entering into confidentiality agreements with our employees, consultants, customers, suppliers, strategic partners and other third parties with which we do business. We also design our computer networks and implement various procedures to restrict unauthorized access to dissemination of our confidential and proprietary information. We, and our suppliers which may have access to any such information, face various internal and external cybersecurity threats and risks. For example, current, departing or former employees or other individuals or third parties with which we do business could attempt to improperly use or access our computer systems and networks, or those of our suppliers, to copy, obtain or misappropriate our confidential or proprietary information, including personal information, or otherwise interrupt our business. Additionally, like others, we and our suppliers are subject to significant system or network or computer system disruptions from numerous causes, including cybersecurity breaches, attacks or other similar incidents, facility access issues, new system implementations, human error, fraud, energy blackouts, theft, fire, power loss, telecommunications failure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive code, social engineering, denial-of-service attacks, and other cyber-attacks have become more prevalent and sophisticated in recent years. Attacks of this nature may be conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others. We have been subject to attempted cyberattacks in the past, including attempted phishing attacks, and may continue to be subject to such attacks in the future. While we defend against these threats and risks on a daily basis, we do not believe that any such incidents to date have caused us any material damage. Because the techniques used by computer hackers and others to access or sabotage networks and computer systems constantly evolve and generally are not recognized until launched against a target, we and our suppliers may be unable to anticipate, detect, react to, counter or ameliorate all of these techniques or remediate any incident as a result therefrom. Further, the COVID-19 pandemic has increased cybersecurity risk due to increased online and remote activity. As a result, our and our customers’ and employees’ confidential and proprietary information, including personal information, may be subject to unauthorized release, accessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing, and the impact of any future incident cannot be predicted. While we generally perform cybersecurity diligence on our key suppliers, because we do not control our suppliers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them. Due to applicable laws and regulations or contractual obligations, we may be held responsible for cybersecurity breaches, attacks or other similar incidents attributed to our suppliers as they relate to the information we share with them. We routinely implement improvements to our network security safeguards and we are devoting increasing resources designed to protect the security of our information technology systems. We cannot, however, assure that such safeguards or system improvements will be sufficient to prevent or limit a cybersecurity breach, attack or other similar incident or network or computer system disruption, or the damage resulting therefrom. We may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities, breaches, attacks or other similar incidents. Any cybersecurity incident, attack or other similar incident, or our failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such event, could harm our competitive position, result in violations of applicable data privacy or cybersecurity laws or regulations, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject us to additional regulatory scrutiny, expose us to civil litigation, fines, damages or injunctions, cause disruption to our business activities, divert management attention and other resources or otherwise adversely affect our internal operations and reputation or degrade our financial results. The costs related to cybersecurity breaches, attacks or other similar incidents or network or computer system disruptions typically would not be fully insured or indemnified by others. We cannot ensure that any limitations of liability provisions in our agreements with customers, suppliers and other third parties with which we do business would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim in connection with a cybersecurity breach, attack or other similar incident. We do not currently maintain cybersecurity insurance, and therefore the successful assertion of one or more large claims against us in connection with a cybersecurity breach, attack or other similar incident could adversely affect our business and financial condition.

We 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.

In the ordinary course of our business, we collect, use, transfer, store, maintain and otherwise process certain sensitive and other personal information regarding our employees, and contact information of our customers and suppliers, that is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity. Ensuring that our collection, use, transfer, storage, maintenance and other processing of personal information complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can increase operating costs, impact the development of new systems, and reduce operational efficiency. Global legislation, enforcement, and policy activity in this area is rapidly expanding and creating a complex regulatory compliance environment. Any actual or perceived mishandling or misuse of the personal information by us or a third party with which we are affiliated, including payrolls providers and other suppliers that have access to sensitive and other personal information, could result in litigation, regulatory fines, penalties or other sanctions, damage to our reputation, disruption of our business activities, and significantly increased business and cybersecurity costs or costs related to defending legal claims. Internationally, many jurisdictions have established data privacy and cybersecurity legal frameworks with which we may need to comply. The interpretation and application of international, federal and state laws and regulations relating to data privacy and cybersecurity are often uncertain and fluid, and may be interpreted and applied in a manner that is inconsistent with our data practices. Further, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity. Although we endeavor to comply with 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 and other documentation that provide promises and assurances about privacy and cybersecurity can subject us to potential federal or state action if they are found to be deceptive, unfair, or misrepresentative of our actual practices. Any failure or perceived or inadvertent failure by us to comply with our privacy policies, or existing or new laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, may result in substantial costs, time and other resources, orders to stop or modify the alleged non-compliant activity, proceedings or actions against us by governmental entities or others, legal liability, audits, regulatory inquiries, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our systems, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

We 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.

We rely on some open source in the development of our products for the purpose of activating and operating JARVISS, and may continue to rely on similar licenses. Third parties may assert a copyright claim against us regarding our use of such software or libraries, including asserting its ownership of, or demanding release of, the open-source software or derivative works that we have developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. We may also be forced to purchase a costly license or cease offering the implicated systems unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and we may not be able to complete the re-engineering process successfully. Like any other intellectual property claim or litigation, such claims could lead to the adverse results listed above. However, the terms of many open-source licenses have not been interpreted by the courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our systems. In addition, some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and we 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 cost, the source code to our systems. Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, and we cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. While we monitor our use of open-source software and do not believe that our use of such software would require us to disclose our proprietary source code or that would otherwise breach the terms of an open-source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open-source license terms are often ambiguous. Any of these risks could be difficult to eliminate or manage and may decrease revenue and lessen any competitive advantage we have due to the secrecy of its source code.

We may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively.

Our business is based mainly on our proprietary technology and related products and services. In the future, we may establish and protect proprietary rights and technology used in our products by the use of patents, trade secrets, copyrights and trademarks. Because of the rapid technological changes and innovation that characterize the maritime connectivity and digital solutions industry, our success will depend in large part on our ability to protect and defend our intellectual property rights. We do not have any registered patents or software copyrights, and currently are in the process of applying for a trademark for JARVISS (i) under the international registration governed exclusively by the Madrid Protocol covering jurisdictions including Malaysia, Thailand, Vietnam, the Philippines, Indonesia, China, Japan, European Union Intellectual Property Office (EUIPO), United Kingdom and Brunei, (ii) in Hong Kong, and (iii) in Taiwan. As of the date of this report, we have successfully registered the trademark for “JARVISS” with European Union Intellectual Property Office (EUIPO), United Kingdom, Brunei, Taiwan, Japan and the Philippines. Our actions to protect our proprietary rights in our JARVISS and V.Suite as well as other products may be insufficient to protect our intellectual property rights and prevent others from developing products similar to our products. In addition, the laws of many foreign countries do not protect our intellectual property rights to the same extent as the laws of the U.S., or we may have failed to enter into non-disclosure and intellectual property assignment agreements with certain persons, or the agreements we entered into may be found inadequate or we may encounter difficulties in enforcing our legal or contractual rights. If we are unable to protect our intellectual property, our ability to operate our business and generate expected revenues may be harmed.

We may be subject to claims by third parties alleging that we infringe intellectual property owned by them. We may be required to commence litigation to protect our intellectual property rights. Any intellectual property litigation may continue for an extended period and may materially adversely affect our business, financial condition and operating results.

There are numerous patents, both pending and issued, in the maritime connectivity and digital solutions industry. We may unknowingly infringe on a patent. We may from time to time be notified of claims that we are infringing on patents, copyrights or other intellectual property rights owned by third parties. While we do not believe that we have infringed in the past or are infringing at present on any intellectual property rights of third 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 against us by a court. In addition, we may be required to commence litigation to protect our intellectual property rights and trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against third-party claims of invalidity or infringement. An adverse result of any litigation could force us to pay substantial damages, stop designing, manufacturing, using or selling related products, spend significant resources to develop alternative technologies, discontinue using certain processes, obtain licenses or compensate our customers. We may also not be able to develop alternative technology, and we may not be able to find appropriate licenses on reasonably satisfactory terms. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and operating results.

Risks Related to Taxation

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders. A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce, or are held for the production of, those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. Based on our prior method of operations, we do not believe that 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 the gross income we derive or are deemed to derive from our service activities as services income. Accordingly, we believe that income from our service activities does not constitute “passive income,” and the assets that we own and operate in connection with the production of that income do not constitute assets that produce, or are held for the production of, “passive income.” However, 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 of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable 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 any taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and information reporting obligations. Under the PFIC rules, unless those U.S. shareholders make an election available under the Code (which election could itself have adverse consequences for such U.S. shareholders), such U.S. shareholders would be liable to pay U.S. federal income tax at the then prevailing U.S. federal income tax rates on ordinary income plus interest upon “excess distributions” and upon any gain from the disposition of our Ordinary Shares, as if such “excess distribution” or gain had been recognized ratably over the U.S. shareholder’s holding period of our Ordinary Shares.

Changes in our effective tax rate may adversely impact our results of operations.

Our effective tax rate is subject to fluctuations, as it is impacted by a number of factors, including the following:

Any significant increase in our future effective tax rates could reduce net income for future periods.

Risks Related to Ownership of Our Securities

We are subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that may increase both our costs and the risks associated with non-compliance.

We are subject to U.S. securities laws, rules and regulations implemented by various governmental and self-regulatory bodies, including, for example, the SEC and The Nasdaq Stock Market, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We 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.

Because we qualify as a foreign private issuer under the federal securities laws and although we follow Cayman Islands laws and regulations with regard to such matters, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time, and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are required to file their annual report on Form 20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are non-accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to furnish interim financial statements on Form 6-K, and even though we are required to furnish reports on Form 6-K disclosing whatever information we have made or are required to make public pursuant to the laws of the Cayman Islands or distribute to our shareholders and that is material to our company, you may not have the same protections afforded to shareholders of companies that are U.S. domestic issuers.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents, and (2) a majority of our directors or executive officers are U.S. citizens or residents, and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

In 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.

We are a “controlled company” as defined under the Nasdaq Listing Rules because our founder, Mr. Koh, beneficially owns more than 50% of our total voting power. As a result, Mr. Koh has the ability to control or significantly influence the outcome of most (or all, as applicable) matters requiring approval by shareholders. In addition, for so long as we remain a controlled company under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors and the requirements regarding compensation and nominating committees. Although we currently do not rely on the “controlled company” exemption, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price.

As 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.

As a foreign private issuer, we qualify for exemptions from certain Nasdaq corporate governance listing standards. While we may voluntarily follow many of the corporate governance listing requirements of Nasdaq, we intend to follow certain home country corporate governance practices in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. In the future, we may elect to rely on additional foreign private issuer exemptions with respect to some or all other Nasdaq Listing Rules. Following our home country governance practices may afford less protection to investors than the Nasdaq Listing Rules applicable to U.S. issuers.

Specifically, the Company intends to follow the provisions of the laws of the Cayman Islands and its Amended and Restated Memorandum and Articles of Association in lieu of certain corporate governance requirements under the Nasdaq Listing Rules in the future:

Although we may rely on certain home country corporate governance practices, we must comply with Nasdaq’s notification of non-compliance requirement (Nasdaq Rule 5625). Further, we must have a written charter for our audit committee specifying the authority and responsibilities required by Exchange Act Rule 10A-3 and requiring that the audit committee consist of members who meet the independence requirements of Nasdaq Rule 5605(c)(2)(A)(ii). If we rely on home country practice exemptions, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

You 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.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than as set forth in our Amended and Restated Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to certain corporate governance matters. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders.

Our 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.

Our Amended and Restated Memorandum and Articles of Association designate the courts of the Cayman Islands as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or the Amended and Restated Memorandum and Articles of Association, including but not limited to any purchase or acquisition of our Ordinary Shares, security or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States from time to time). This exclusive forum provision would not apply to 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 courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

However, our Amended and Restated Memorandum and Articles of Association contains a provision which provides that, unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than the Company. Any person or entity purchasing or otherwise acquiring our securities cannot waive compliance with the federal securities laws of the United States and the rules and regulations thereunder with respect to claims arising under the Securities Act and shall be deemed to have notice of and consented to the same.

The forum selection provisions in our Amended and Restated Memorandum and Articles of Association may increase a shareholder’s cost and limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation, memorandum and articles of association and/or equivalent constitutional documents has been challenged in legal proceedings, and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find these provisions in our Amended and Restated Memorandum and Articles of Association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business, financial conditions and results of operations.

Certain judgments obtained against us or our auditor by our shareholders may not be enforceable.

We are a Cayman Islands exempted company. Our primary operating subsidiary was incorporated and is located in Singapore. Substantially all of our assets are located outside of the United States. In addition, all of our directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. Furthermore, our auditor, Audit Alliance LLP, is headquartered in Singapore and substantially all of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us, our directors and officers, or our auditor, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our assets or the assets of our directors and officers. As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, directors or major shareholders, or our auditor, than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Because 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.

We currently intend to retain all 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 pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands and Singapore law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in 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 you may even lose your entire investment.

Our Ordinary Shares will be subject to potential delisting if we do not meet or continue to maintain the listing requirements of Nasdaq.

We have been approved to list our Ordinary Shares on Nasdaq, under the ticker symbol “IOTR”. Nasdaq has rules for continued listing, including, without limitation, minimum bid price, minimum market capitalization and other requirements.

On June 3, 2025, we received a written notification from Nasdaq informing us that the Company was not in compliance with the $1.00 closing bid price requirement for 30 consecutive business days from April 21, 2025 to June 2, 2025 under the Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been granted a 180-calendar day compliance period, or until December 1, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s Ordinary Shares must be at least $1.00 per share for at least 10 consecutive business days during the 180-calendar day compliance period.

Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for shareholders to sell our securities and more difficult to obtain accurate price quotations on our securities. This could have an adverse effect on the price of our Ordinary Shares. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our shares are not traded on a national securities exchange.

The market price of our equity securities has been volatile, and your investment could suffer or decline in value.

The stock markets, including Nasdaq, have experienced significant price and volume fluctuations from time to time. Since our Ordinary Shares became listed on Nasdaq on April 10, 2025, the market price of our Ordinary Shares has been volatile and has declined significantly. If our securities become delisted from Nasdaq, the liquidity and price of our securities may be more limited than if our securities were quoted or listed on Nasdaq or another national securities exchange. In addition, the trading volume in our Ordinary Shares has been limited. We cannot assure you that the market price of our Ordinary Shares will recover or will not decline further in the future in response to a number of factors, including, among others, the following:

Our 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.

The SEC has adopted a number of rules to regulate “penny stocks” that restricts transactions involving stock which is deemed to be penny stock. Such rules 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, as amended. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our securities may in the future constitute, “penny stock” within the meaning of the rules. In that case, the additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in our Ordinary Shares, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.

A U.S. broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth 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 suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.

Shareholders should be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer, (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases, (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons, (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers, and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

We may issue preferred shares, the terms of which could adversely affect the voting power or value of Ordinary Shares.

Our Amended and Restated Memorandum and Articles of Association authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred shares having such designations, preferences, limitations and relative rights, including preferences over our Ordinary Shares respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred shares could adversely impact the voting power or value of our Ordinary Shares. For example, we might grant holders of preferred shares the right to elect some number of our directors in all events or on the occurrence of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred shares could affect the residual value of our Ordinary Shares.

Securities analysts may downgrade our shares, publish negative research or reports or fail to publish reports about our business. As a result, our share price and trading volume could decline.

The trading market for our Ordinary Shares may, to some extent, depend on the research and reports that securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts. We do not currently have and may never obtain research coverage by securities analysts. If no or few securities analysts commence coverage of us, the trading price of our shares may decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us should downgrade our shares or publish negative research or reports, cease coverage of our company or fail to regularly publish reports about our business, our competitive position could suffer, and our share price and trading volume could decline.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, the Exchange Act, related regulations of the SEC and the requirements of Nasdaq, with which we were not required to comply as a private company. Complying with these statutes, regulations and requirements may occupy a significant amount of time of our board of directors and management and may significantly increase our costs and expenses. We are required to:

Our internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness in the future, which could have a significant and adverse effect on our business, financial condition, results of operations and reputation.

We are subject to a requirement, pursuant to Section 404 of the Sarbanes-Oxley Act, to conduct an annual review and evaluation of our internal control over financial reporting and furnish a report by management on, among other things, our assessment of the effectiveness of our internal control over financial reporting each fiscal year beginning with the year following our first annual report filed with the SEC. However, because we are an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the earlier of the fifth year following our first annual report filed with the SEC or the date we are no longer an emerging growth company. Ensuring that we have adequate internal control over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that must be evaluated frequently. Establishing and maintaining these internal controls may be costly and may divert management’s attention.

When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended 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 over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we do not adequately implement or comply with the requirements of Section 404 of the Sarbanes-Oxley Act, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC, or suffer other adverse regulatory consequences, including penalties for violation of Nasdaq Listing Rules. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. A loss of confidence in the reliability of our financial statements also could occur if we or our independent registered public accounting firm were to report one or more material weaknesses in our internal control over financial reporting. In addition, we may be required to incur costs in improving our internal control system, including the costs of the hiring of additional personnel. Any such action could negatively affect our business, financial condition, results of operations and cash flows and could also lead to a decline in the price of our Ordinary Shares.

Our officers, directors and principal shareholders currently own a substantial number of our Ordinary Shares and have the power to significantly influence the vote on all matters submitted to a vote of our shareholders.

Our founder, Chairman and Chief Executive Officer, Eng Chye Koh, beneficially owns approximately 74.89% of the voting power of the Company’s issued share capital. As a result, we are a “controlled company” within the meaning of Nasdaq Listing Rules and therefore we are eligible for certain exemptions from the corporate governance listing requirements of Nasdaq. However, we have not relied on any of the corporate governance exemptions available to “controlled companies.”

This concentration of voting power and control could delay, defer or prevent actions that might otherwise be beneficial to our other shareholders, such as a change in control, merger, acquisition, or other strategic transactions. It may also result in decisions that are disadvantageous to our other shareholders whose interests are different from those of Mr. Koh. As a result, investors should not rely on their ability to influence the management or direction of the Company through voting their shares, and your investment decision should not be based on an expectation of having any meaningful control over our corporate affairs.

For 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.

We are an emerging growth company, 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 to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosures regarding executive compensation required of larger public companies, or (iv) hold nonbinding advisory votes on executive compensation and any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for adopting new or revised financial accounting standards. We intend to take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

We will remain an emerging growth company for up to five full fiscal years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Ordinary Shares held by non-affiliates (and have been 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 of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. We cannot predict if investors will find our Ordinary Shares less attractive because we will rely on these exemptions. If some investors find our Ordinary Shares to be less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile. 

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Our Corporate History

On February 19, 2019, iO3 Pte. Ltd., or iO3 Singapore, was incorporated under the Singapore Companies Act as an exempt private company limited by shares.

On August 21, 2023, we incorporated iOThree Limited, or iO3 Cayman, as a holding company under the laws of the Cayman Islands as an exempted company with limited liability. iO3 Cayman has no substantive operations other than holding all of the issued share capital of iO3 BVI.

On August 21, 2023, our founder, Chairman and Chief Executive Officer, Eng Chye Koh, incorporated iOThree Maritime Technologies Limited, or iO3 BVI, a holding company incorporated under the laws of the British Virgin Islands, which has no substantial operations in the British Virgin Islands. On September 4, 2023, iO3 Cayman acquired 100% of the equity interests of iO3 BVI from Mr. Koh.

On October 6, 2023, as part of a reorganization for the purpose of our initial public offering and listing on Nasdaq, iO3 BVI (at the direction of iO3 Cayman), acquired the entire equity interest in iO3 Singapore from its shareholders, namely Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See, Loo Koon Goh and Tsang Nga Kwok, and as consideration, iO3 Cayman allotted and issued 45,010 shares to Tsang Nga Kwok and 4,990 shares to iO3 Strategic Investments Limited, which is owned by Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See and Loo Koon Goh (i.e., iO3 Cayman allotted and issued an aggregate of 50,000 Ordinary Shares, par value $0.01 per share, of iO3 Cayman credited as fully paid to Tsang Nga Kwok and iO3 Strategic Investments Limited for a consideration of $1,630,695 determined based on the net assets of iO3 Singapore as at March 31, 2023 which was settled by the transfer of an aggregate of 147,360 shares of iO3 Singapore to iO3 BVI). After the reorganization, iO3 Singapore became a wholly-owned subsidiary of iO3 BVI, which in turn, is our wholly-owned subsidiary.

On January 19, 2024, iO3 Cayman increased its authorized share capital from $50,000 divided into 5,000,000 Ordinary Shares, at par value of $0.01 per share to $500,000 divided into 50,000,000 Ordinary Shares, at par value of $0.01 per share.

On February 8, 2024, as of the final step in the series of reorganization transactions for the purpose of our initial public offering and listing on Nasdaq, each shareholder of iO3 Cayman (i.e., iO3 Strategic Investments Limited, All Wealthy International Limited, Tsang Nga Kwok, One Investment and Consultancy Limited, Sakal Capital Pte. Ltd. and Shao Qi Limited) was allotted and issued shares in iO3 Cayman that were in proportion to their shareholdings, credited as fully paid up at par value out of the share premium account of iO3 Cayman. After such allotment and issuance, the total number of issued and outstanding shares of iO3 Cayman increased from 100,000 Ordinary Shares to 15,000,000 Ordinary Shares.

On August 22, 2024, iO3 Cayman conducted a consolidation of its issued and authorized but unissued shares at a ratio of 5 for 1. As such, iO3 Cayman’s authorized share capital changed from $500,000 divided into 50,000,000 Ordinary Shares, at par value of $0.01 per share to $500,000 divided into 10,000,000 Ordinary Shares, at par value of $0.05 per share. The total number of iO3 Cayman’s issued and outstanding Ordinary Shares accordingly decreased from 15,000,000 to 3,000,000 shares. On the same day, iO3 Cayman further conducted a subdivision of its issued and unissued shares at a ratio of 1 for 8. As a result, iO3 Cayman’s authorized share capital changed from $500,000 divided into 10,000,000 Ordinary Shares, at par value of $0.05 per share, to $500,000 divided into 80,000,000 Ordinary Shares, at par value of $0.00625 per share. The total number of iO3 Cayman’s issued and outstanding Ordinary Shares thus increased from 3,000,000 to 24,000,000 shares. The ownership percentages of the Company’s shareholders remained the same after the foregoing consolidation and subsequent subdivision of shares (the “Share Split”). We have retrospectively reflected the Share Split in all financial periods presented in this report.

IPO

On April 11, 2025, we completed our initial public offering of 1,650,000 Ordinary Shares sold at a public offering price of $4.00 per share, or the IPO. The Ordinary Shares offered and sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form F-1 (File No. 333-276674), which was declared effective by the SEC on March 31, 2025.00. Our Ordinary Shares commenced trading on the Nasdaq Capital Market under the symbol “IOTR” on April 10, 2025.

The Company adopted its Amended and Restated Memorandum and Articles of Association immediately prior to the completion of the IPO. 

Corporate Structure

We are a Cayman Islands holding company and primarily conduct our operations through our Singapore subsidiary. The chart below summarizes our corporate structure as of the date of this Annual Report:

On April 23, 2025, we, through iO3 Pte. Ltd., formed a wholly-owned subsidiary in Malaysia, iO3 Sdn. Bhd., as part of our operational expansion in the country.

4.B. Business Overview

Overview

We are a leading provider of maritime digital technologies including satellite connectivity and digitalization solutions in Singapore focused on facilitating the maritime industry towards digital transformation. Based on the Frost & Sullivan Report, as of March 31, 2024, we ranked fifth in the Singaporean market based on revenue from the provision of maritime connectivity and digital solutions with a market share of approximately 6.2%. Our company was established to adopt an innovative approach towards the management of solutions accustomed to contemporary needs and drive the digital evolution in the maritime industry.

We have two operating segments: (i) satellite connectivity solution, and (ii) digitalization and other solutions. In the satellite connectivity solution segment, we offer integrated satellite connectivity solution through the provision of satellite connectivity services and the sales and/or lease of satellite network equipment and devices for shipboard network management. In the digitalization and other solutions segment, we are involved in designing digital solutions, providing IT support, and providing shipboard support services for IT and OT applications enablement.

Our digitalization platform — JARVISS — has been specifically designed to support enhanced integrated solutions, asset optimization and delivery of secured critical applications globally. It hosts a fleet of native applications developed by us as well as third party applications, consolidating essential functions such as IoT and vessel management. Our unique platform seamlessly integrates these applications, simplifying maritime operations and fostering unprecedented efficiency and leads us to be a pioneer of integrated maritime connectivity and digital solution providers. For further details regarding JARVISS, see “— Our flagship solution — JARVISS” below. In addition to JARVISS, our portfolio of digital solutions encompasses our V.Suite solutions and our new maritime ERP system FRIDAY. For details, see “— V.Suite” and “— FRIDAY” below.

Our Business Model

The following diagram illustrates our business model:

We provide shipboard infrastructure to our customers by designing and installing the necessary satellite connectivity solution, IT equipment and shipboard equipment (such as equipment relating to navigation systems, automatic identification system, electronic chart display and information system, voyage data recorders etc.) and JARVISS on the vessels of our customers. With such satellite communications and JARVISS (or any additional IT support services required by the customer) in place, staff on the vessel can effectively communicate and interact real-time with their personnel on shore.

Our key management and operations are primarily based in Singapore. However, given that many of our customers and their vessels are located in places other than Singapore, we also operate outside of Singapore when delivering services and solutions to our customers. We have business arrangements with a few local agents in Taiwan and Vietnam with whom we have a close working relationship and we do not have any overseas subsidiaries.

We have two operating segments: (i) satellite connectivity solution and (ii) digitalization and other solutions.

Satellite Connectivity Solution

We offer integrated satellite connectivity solution through the provision of satellite connectivity services and the sales and/or lease of satellite network equipment and devices for shipboard network management.

Our satellite connectivity services encompass a comprehensive range of services, including but not limited to, shared access services via an extensive satellite network, such as Ku-band VSAT solutions. In addition, we provide airtime services, bandwidth subscription plans, and voice services across various frequency bands, ensuring a tailored and reliable communication experience for our customers. These satellite connectivity services based on frequency bands include:

(i) L-Band (1-2 GHz)

(ii) VSAT (4-40 GHz)

(iii) Long-Term Evolution (“LTE”)

(iv) Low Earth Orbit (“LEO”) Satellite Services – Starlink

We started the rollout of our Starlink satellite services in the first quarter of 2024, marking a further enhancement to our connectivity portfolio. Starlink’s LEO connectivity complements our existing geostationary (“GEO”) and L-band services, offering shipowners greater flexibility to optimize connectivity performance, cost, and availability depending on route, bandwidth requirements, and operational needs.

In order to provide the satellite connectivity services, we sell and/or lease the necessary satellite network equipment and devices including antenna, satellite phone, modem, IP handsets, wireless access points etc. to our customers. The required equipment and devices are then shipped and installed on the vessel specified by the customers. In this connection, shipping and handling services are included in the delivery of the equipment and devices to the customers. For instance, customers have the flexibility to acquire the main satellite antenna equipment either through a ‘sales with an upfront one-time cost’ model or via a ‘lease with a monthly fee’ arrangement. The upfront installation cost, which encompasses labor, shipment, and accessory cost, will be charged accordingly based on the chosen acquisition method. Furthermore, a monthly subscription fee is charged to the customers for the satellite connection services in relation to the airtime, bandwidth subscription plan and value-added service subscribed. Additional fees may be charged to the customers based on any additional value-added services provided.

The implementation process starts with a consultancy meeting discussing the customer’s requirements, followed by offsite visits to our customer’s premises to determine and finalize the customer’s specifications. After the customer’s requirements have been finalized, we will engage in the preparation of work scope, start the procurement of equipment and devices required and arrange for site survey to finalize the requirements prior to onboard implementation with the customer. This process of the preparation of work scope and procurement will take approximately three to seven days. The implementation process, which involves engineering work onboard of vessels will take approximately one to three days to complete.

Digitalization and Other Solutions

(i) Digitalization

We offer JARVISS to our customers as our key digital platform in line with our vision to drive the maritime industry towards digitalization. In addition to JARVISS, our portfolio of digital solutions also includes our V.Suite solutions (V.SIGHT AI camera surveillance, V.SION AR smart glasses, V.IoT shipboard monitoring and analytics, V.SECURE cybersecurity, V.WEATHER route optimization, together, the “V.Suite”. For details, see “— V.Suite” below). Additionally, we recently launched FRIDAY maritime ERP system (For details, see “— FRIDAY” below). We provide customers access to the digital platform to obtain real time information for their daily operations management.

We generate revenue by charging our customers a monthly subscription fee for the JARVISS solution and its peripheral applications. Regarding the installation of JARVISS, we first install a hardware device that looks like a set-top box onto the vessel. In this process, we charge our customers the hardware cost and the labor cost in association with setting up JARVISS. Subsequently, we charge our customers a subscription fee on a monthly basis for subscribing to JARVISS.

(ii) Other Solutions

Provision of IT support

Our vessel IT support services encompass networking, troubleshooting, and maintenance, as well as the supply of essential hardware and software components. We provide dedicated helpdesk services to our clients, addressing a broad spectrum of technical challenges that vessels may encounter. This includes swiftly resolving network connectivity interruptions and diagnosing hardware issues, such as server or equipment malfunctions. Moreover, we specialize in configuring and optimizing critical software applications essential for efficient vessel operations.

In addition to providing proactive maintenance and real-time troubleshooting, we are well-prepared to respond to emergencies by having a dedicated support team to offer prompt assistance to our clients as and when necessary, thereby ensuring the safety and continuity of maritime operations. This comprehensive approach extends to cybersecurity incident response and performance enhancement, guaranteeing that vessel IT systems consistently operate at peak efficiency. To further enhance operations, we provide crew training and support, empowering personnel to effectively harness the capabilities of onboard IT systems.

In relation to IT support, coordination and maintenance services, we charge our customers a monthly recurring fee depending on the type of IT services provided. For instance, our scope of IT helpdesk service includes a dedicated support team proficient in resolving troubleshooting and networking issues, providing clients with a designated point of contact. We implement an organized ticketing system and established processes to ensure swift and efficient problem resolution. Moreover, we facilitate vessel contacts with our support team via phone and email for prompt assistance. Our responsibilities further extend to the continuous maintenance of vessel systems and the regular update of IT-related documentation, all of which contribute to the seamless operation of onboard IT infrastructure.

Based on the level of IT support provided, we then charge our customers a monthly recurring fee. In addition, we provide IT services and technical support according to specification of our customers, including the purchase of IT hardware, and purchase and installation of software on certain devices. We subsequently charge our customers the applicable hardware/software and labor cost accordingly.

Some of the key components of hardware and software provided on vessels, include but are not limited to:

Hardware Components

Software Components

IT support for vessels typically involves a range of onboard engineering services that encompass the setup of onboard networks, troubleshooting, as well as the installation and configuration of IT hardware and software. The process for IT support may vary in duration depending on the specific requirements and volume of support requested by customers. This could range from a day for routine maintenance to several days for more complex installations or troubleshooting involving multiple systems.

Provision of shipboard support services

We also offer the sale of shipboard equipment and the provision of engineering services to our customers. We supply shipboard equipment and/or engineering services as per each customer’s specification.

The shipboard equipment we offer for sale includes and the following:

The above equipment is then installed on the vessel specified by each individual customer.

Our engineering services consist of on-site visits to the vessels and the installation of the equipment, accessories, and systems onto the vessels of our customers. Furthermore, we have a team of qualified engineers who are certified and highly trained who provide valuable design consultancy and reliable engineering services in achieving maximum value for our customers. Our engineering expertise extends to the seamless installation of these shipboard hardware components, ensuring optimal functionality. We also offer mandatory annual servicing to uphold equipment performance and provide efficient troubleshooting services for any encountered issues. We pledge to provide superior quality of refurbished equipment at competitive prices and ensure that all of our equipment undergoes extensive testing and verification.

We generate revenue upon the completion of equipment installation and transferring the control of the equipment to our customers. The freight charges for the shipment of the equipment are then billed to our customers. Our engineering services are billed to customers based on time cost.

The implementation process begins with a consultancy meeting discussing the customer’s requirements, followed by offsite visits to our customer’s premises to determine and finalize the customer’s plans. After the customer’s requirements have been finalized, we engage in the preparation of work scope, procurement of IT equipment and software, and arrange for site survey to finalize the requirements prior to onboard implementation with the customer. This process will take approximately three to seven days. The implementation process, which involves engineering work onboard of vessels will typically take approximately one to three days to complete.

Our flagship solution — JARVISS

We seek to transform the maritime industry and accelerate our customers’ digital transformation journey by the adoption of JARVISS — a unified digital shipboard platform that encompasses the full spectrum end-to-end from shipboard edge device to cloud services for operational efficiencies and safer voyages. JARVISS provides an open, participative infrastructure for applications to be transmitted efficiently, with built-in cybersecurity protection. It is embedded with a transport accelerator protocol and supports our native applications, the V.Suite of services, the FRIDAY ERP system, as well as third party software. The advent of new technologies such as the cloud have brought benefits to a wide range of industries in terms of cost savings, efficiency and flexibility. However, the increasing complexity of IT networks, architectures and infrastructures poses new cybersecurity risks to the maritime industry.

JARVISS which is embedded with data acceleration technology, is designed to manage connectivity via various satellite networks. It transmits critical data efficiently, delivers IoT data and facilitates cyber security with AES256 (as defined below) encryption. JARVISS has the following three key features:

Satellite Network Management

JARVISS is proficient in the management of onboard satellite network connectivity by prioritizing business critical data to achieve more intelligent and productive operations.

With JARVISS and our cooperation with satellite operators, our customers can benefit from multiple coverage beams providing global or regional services, options for dual satellite constellation, and advanced onshore data monitoring, tracking and analysis. With the above features, our customers are able to optimize vessel operations and enhance crew welfare, whilst complying with regulations and staying connected to their network within budget.

Managing satellite connectivity on a vessel is essential for maintaining effective communication, ensuring safety through access to navigation and emergency resources, optimizing operational efficiency, supporting crew welfare, and complying with maritime regulations. JARVISS enables proper management of a vessel’s satellite connectivity which involves monitoring network performance, implementing redundancy, prioritizing bandwidth, enhancing security, controlling costs, conducting regular maintenance, and training crew members for emergency situations, collectively contributing to the vessel’s overall functionality and safety at sea.

Cybersecurity

JARVISS uses a highly secure advanced encryption standard with a 256-bit encryption key (“AES256”) to protect data. This process converts the data into an unreadable format, ensuring that even if unauthorized individuals gain access to it, they cannot decipher it without the correct encryption key. AES256 is known for its strong security and is widely used to safeguard sensitive information, making it extremely difficult for malicious parties to access or understand the encrypted data.

JARVISS ensures strong encryption in transport layer with encrypted protocol header and payload, creating a cryptographic way of authentication of every data packet. It also ensures the network perimeter has multi-layered boundary defenses with firewalls and proxies deployed between the untrusted external network and the trusted internal network.

Data Acceleration

JARVISS accelerates traffic by analyzing traffic and routing conditions in real time to search for the fastest route between the data source and the destination. Advanced congestion control offered by JARVISS helps to monitor and control the amount of data being sent, avoiding bottlenecks and ensuring the smooth transfer of data.

For example, delivery of data streams such as sending emails, conducting a web surfing session, carrying out a scheduled automatic file transfer, and updating a weather charting software, all initiates multiple handshakes and acknowledgement packets over the satellite network. Data sessions embedded with JARVISS acceleration feature reduce noise interference by other devices and congestion retransmission, ensuring smooth transfer of data with improved service performance.

V.Suite

With JARVISS installed on a vessel, various value-added services and native solutions can be added to a vessel’s platform as a customized subscription module:

V.SION

V.Sion is an AR smart glasses solution designed for maritime use. It enhances safety, navigation, and efficiency at sea by providing real-time video, voice calls, and hands-free communication for on-site personnel. This technology enables ship-to-shore communication, supporting functions like video conferencing updates, remote inspections, class surveyor audits, and medical consultations with onshore doctors.

Onshore personnel can gain a 360-degree view of the vessel’s environment through V.Sion. Crew personnel on the vessel wear the smart glasses, stand in front of objects to inspect, and transmit real-time images to onshore screens. For example, engineers and technicians onshore can ask on-board crew to inspect meters, valves, and pipes, instantly receiving video and images for remote assessment. This technology facilitates real-time insights and remote assistance, improving maritime operations.

A pair of smart-glasses which can operate with V.SION		Crew wearing smart-glasses on the vessel where real-time video streaming will be transmitted and shown to the personnel onshore via V.SION

Personnel onshore receiving real-time video streaming via V.SION so that they can gain real-time vision on the vessel in order to inspect the vessel’s environment

V.SIGHT

V.Sight is a comprehensive AI maritime camera surveillance solution that enhances vessel security and monitoring. It utilizes recognized marine-standard CCTV cameras to provide real-time streaming and AI video analytics for various onboard and external areas. This includes monitoring navigation, engine rooms, cargo operations, berthing, and the surrounding shipyard areas.

The real-time video feed from V.Sight can be accessed not only on shore dashboards but also on smartphones and computers, offering flexibility to users. Additionally, V.Sight incorporates AI analytics for added functionality and security alerts, such as motion detection, object removal, time-lapsed capture, intrusion detection, line crossing detection, and video tampering detection. This advanced technology ensures continuous surveillance and immediate alerts for enhanced vessel safety and security.

V.IoT

V.IoT is a powerful maritime data solution that seamlessly collects, transmits, and analyzes shipboard data for enhanced insights and decision-making. It securely gathers real-time data from onboard sensors and systems, offering shore users immediate access to critical engine parameters and performance metrics like vessel speed, fuel consumption, and voyage information.

This solution’s three-step process begins with data collection, which forms the foundation for accurate insights. V.IoT ensures data is collected comprehensively, enabling predictions and trend analysis. Next, data delivery addresses the challenge of interoperability among various sensors and engines. The system prioritizes data security during transmission to safeguard vessel operations. Finally, V.IoT’s data analysis transforms collected data into valuable information, aiding maritime business owners in optimizing fuel consumption, complying with regulations, predicting maintenance needs, and enhancing navigational safety. It also assists in calculating carbon emissions and carbon intensity for sustainability reporting, aligning with industry standards set by the International Maritime Organization.

V.SECURE

V.Secure is a cloud-based, all-encompassing security solution designed to fortify cybersecurity within the maritime industry. Its primary objective is to proactively identify potential cyber threats and respond to them swiftly. V.Secure monitors shipboard systems, navigation, propulsion, cargo handling, container tracking, and inventory management software for any signs of cyberattacks. This comprehensive approach includes multi-layered boundary defenses and is underpinned by the Cydome technology specifically tailored for maritime use, which enables regular patching to meet ISO 27001 and ISO 27017 guidelines.

This solution delivers an easily deployable cybersecurity solution uniquely tailored to the maritime sector. The system offers robust protection to the entire fleet, incorporating automated checks and real-time monitoring for both IT and OT systems during voyages. It safeguards vessels against electronic threats, hijacking, and preserves the reputation of shipowners and fleet managers by providing comprehensive cybersecurity coverage for both IT and OT aspects of vessel operations.

V.WEATHER

V.WEATHER offers weather-based routing for vessels, which is the use of real-time weather data to find the optimal route for a ship’s voyage. We believe that this technology is advancing rapidly, such that ship owners can increasingly utilize this technology to improve their business from a safety, financial, and environmental standpoint.

We believe that V.WEATHER is effective in reducing voyage costs while ensuring safety, taking into account various limitations inherent in predicting weather. It offers the ability for real-time route optimization and shows the user comparisons between different suggested routes. The route optimization options are assessed based on parameters such as remaining fuel, cost required and time needed with accurate carbon emissions and consumption calculated in the end. Eventually, the chosen optimized route will be exported for loading in the vessel’s ECDIS as shown below.

V.MAIL

V.MAIL is a user-friendly and yet highly sophisticated solution tailored to provide cost effective and secure business email services for shipping and offshore customers, providing a stable and secured business email solution for use in demanding remote environments. It can integrate with Microsoft Outlook and other messaging applications to deliver emails in a highly compressed format for delivery via satellite connectivity. This secured shoreside dashboard for management of emails helps control costs and restrict unnecessary emails getting through.

V.MAIL also offers an anti-virus solution that is powered by the industry-leading endpoint solution, ESET, ensuring users receive world-class protection against viruses, malware, Trojans and dialers. All new devices, such as USB sticks, are scanned when inserted into protected machines. Anti-virus updates are designed with satellite bandwidth in mind, with only small files transferred and applied to connected workstations on-board. Users can choose the frequency of updates, be it live, daily or weekly. Users receive full reporting of a ship’s network status via the dashboard, which shows online workstations and update statuses. Updates are replicated locally, ensuring that offline workstations receive the latest anti-virus protection when they come back online.

FRIDAY

FRIDAY is a maritime ERP system launched on May 1, 2024 with customizable dashboard, intuitive navigation, and real-time data updates. It is a comprehensive and integrated hybrid software solution (on-cloud and on-premises) specifically designed to streamline and optimize the operational processes of ship management, providing real-time visibility into critical data. It serves as a central hub efficiently managing and coordinating various aspects such as vessel operations, fleet management, supply chain logistics, financial transactions, crewing, and maintenance.

The interface is designed to be responsive, ensuring accessibility on various devices, including smartphones and tablets.

FRIDAY offers an extensive range of integrated applications and features, including task management, detailed reporting, inventory and purchase management, document management, safety management, and crew management:

Inventory Module

The inventory module of FRIDAY helps manage and track all aspects of inventory and stock control across multiple locations, providing real-time visibility of inventory levels, suppliers, and purchase orders. It also features item classification, categorizing inventory by equipment structure, spare parts, stores, tools, and more to streamline inventory management. The inventory module integrates seamlessly with other modules within the system for holistic management of maritime operations, ensuring consistency and coordination across the organization. Additionally, it automatically updates the Running Order Balance of inventory parts consumed, maintaining accurate and up-to-date records.

Purchase Module

The purchase module of FRIDAY covers functionalities related to creating purchase requisitions, managing purchase orders, supplier management, tracking deliveries, and invoice reconciliation. This module is a dedicated part made to manage the procurement procedures used in the maritime sector. The purchasing activities of maritime operations are streamlined and automated, guaranteeing the efficient and economical acquisition of goods and services required for ship management, maintenance, and operation. In this module, contracts can be created as well.

Planned Maintenance System Module

The Planned Maintenance System module of FRIDAY ensures that the vessel’s equipment is well-maintained by tracking maintenance activities. It allows maritime companies to create maintenance schedules based on predefined criteria, such as time-based, condition-based, or usage-based triggers. This module also supports centralized maintenance management, allowing tasks to be allocated to multiple vessels with a single click, and offers customization options to adapt to specific maintenance processes, fleet configurations, and organizational requirements.

Additionally, the Planned Maintenance System module includes a running hour trigger feature that updates running hours to automatically generate a task when threshold limits are reached. It also provides comprehensive reports and analytics on maintenance activities, enhancing equipment reliability and availability through history recording and cost tracking.

Safety Module

The safety module of FRIDAY is a specific component that improves safety management in maritime operations. It focuses on managing and enhancing safety practices and procedures on board the vessel, including safety inspections, incident reporting, safety training, emergency response planning, risk assessment, and compliance management. By incorporating safety-related operations into the overall ERP framework, this module enables faster processes, better data management, and greater compliance with safety requirements. Additionally, it allows maritime enterprises to monitor, report, and handle safety issues, resulting in a safer working environment for crew and passengers while also safeguarding assets and the environment.

Electronic Document (“E-Doc”) Module

The E-Doc module of FRIDAY is a specialized component that manages and streamlines the generation, storage, retrieval and distribution of electronic documents during maritime operations. This program assists maritime firms in moving from paper-based to digital procedures, increasing productivity, document accessibility, accuracy, and compliance.

Crew Management

The crew management system helps manage all actions in the employee cycle of any maritime company, from the flow of recruitment to sign-on or even retirement. This module ensures the proper implementation of any company policy related to the employment of seafarers, and allows maritime enterprises to add full documentation of each employee, payroll and International Maritime Organization (IMO) crew list. Besides promoting efficient crew management, this system ensures compliance with labor regulations and supports crew development and training initiatives.

In addition to the above V.Suite native applications and FRIDAY ERP system, third-party software can be downloaded and integrated into JARVISS so that customers only have to interact with one single operating system, having access to both native and third-party applications all in one place.

Our Competitive Strengths

As a maritime connectivity and digital solutions provider, our goal is to offer a blend of extensive functionality, adaptable scalability, and a user-friendly interface, all designed to enhance and streamline our customers’ maritime experiences and voyages.

We are committed to providing our customers with a wide range of technology options, ensuring consistency, top-notch quality, and dependable services. Our diversified portfolio of solutions is fully customizable and designed to meet our customers’ individual requirements. We believe that our array of competitive advantages positions us to not only maintain but also strengthen our position in the industry. Our competitive strengths include:

Committed and experienced management team

Since our establishment, our management team has been committed to excellence and focused on supporting the maritime industry towards digital transformation. We have a wealth of experience collectively in the maritime and satellite connectivity space.

Our Chief Executive Officer and Chairman, Mr. Eng Chye Koh, has over 20 years of experience in the satellite technology and maritime industries. He is passionate about facilitating the maritime industry towards digital transformation through technology-led solutions. With his enriched background and interest in technology including data-driven insights, Mr. Koh built his first satellite communication company in 2004 and later exited in 2018. He is able to leverage his first-hand experience in satellite communication and strengthen the growth of our business. Having gained a wide array of experiences and skills from the technology and maritime industry, he is committed to taking our company to great heights with his effective leadership and in-depth knowledge.

Our Chief Commercial Officer and director, Ms. Joanna Hui Cheng Soh, has an impressive track record of sales experience within the satellite communication industry for over 20 years. She has experience in various functions including marketing communications, sales and account management in the maritime sector. With an excellent sales track record and industry reference, she has deep expertise in selling to clientele within the shipping industry. With years of close interaction with the customers and industry contacts, Ms. Soh’s professional experience and connections allow her to lead and strengthen our sales and marketing team to bolster our marketing efforts.

Our Chief Technology Officer, Mr. Wei Meng See has over 20 years of experience in marine engineering, navigation, communication and automation systems. He is a firm believer in committing oneself to fully understand core issues and developing solutions. With a keen interest in business analytics and information sciences, Mr. See supports all technical related functions within our company, helping to grow our software development and marine electronics team.

Our Chief Financial Officer, Ms. Fui Chu Lo, has extensive experience in providing accounting and financial-related advice to public companies. She also has experience in advising companies on their restructuring plans and internal control systems and procedures. She is currently an independent director cum chairman of audit committee of a listed company in Singapore Stock Exchange. With her extensive knowledge in finance and accounting alongside her experience working with public companies, Ms. Lo is committed to leveraging her knowledge and experience to support the financial functions of our Company.

Loyal networks of customers and partners

By leveraging our management team’s deep experience in our industry, we have developed long-term relationships and a broad network of customers and suppliers, allowing us to integrate cutting-edge technical developments into satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY. Our management team has successfully formed and expanded their professional networks with not only end users and customers, but also regional distribution partners in Asian countries such as Indonesia, Thailand, and Malaysia.

Since 2019, we have developed stable and loyal long-term relationships with our major customers. We believe that our industry expertise and ability to design, develop and innovate to meet our customers’ requirements and specifications, and our ability to integrate these solutions has been the key drivers for the customers to continue utilizing our solutions. Looking forward, our stable and loyal relationships within our extensive network of customers will help strengthen our brand and reputation, thereby attracting further interests from renowned companies from international destinations to broaden our customer base.

We also benefit from a broad network of customers that provides referrals of new customers to us, which helps us to expand our customer base. For instance, we have connections with a few local agents who help market our products and solutions to potential customers in Taiwan and Vietnam. These local agents provide first level support and trouble-shooting services to our customers using our products and services. With the help of these networks, we hope to bring the Company closer to exerting a dominant market position in relation to maritime digital applications in the Asian market.

Proven track record in the industry and extensive industry experience

We have been providing maritime connectivity to our customers since 2019 and have accumulated extensive industry experience. Our strong research and development and engineering capabilities enable us to design, develop, customize, and integrate satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY to meet each of our customers’ needs. We also benefit from extensive data accumulated since inception, which are critical in revamping our software and algorithms to continuously optimize and improve our solutions.

In 2022, we were named by Thetius, a maritime innovation consultancy company based in the United Kingdom, as one of the 50 most innovative startups and scaleups in the maritime industry. We were also one of the 15 finalists for the OCBC (Oversea-Chinese Banking Corporation) Emerging Enterprise Award 2022.

We believe our achievements and strong track record in providing maritime connectivity and digital solutions will facilitate the promotion and demand for our products and solutions with both existing and new customers, as well as the expansion of our business. We pride ourselves on developing an all-in-one platform for maritime ships that we believe can handle all the different digital applications and services needed by shipowners, ship managers and operators, ports and terminals so that our customers only have to interact with one single operating system. Our customers can elect to utilize our V.Suite native applications and FRIDAY ERP system exclusively whereas customers who require a bespoke and customized digital solution can also integrate third-party software onto JARVISS, giving them access to both native and third-party applications all in one place. We believe that this housing of multiple, diversified products all on a single platform significantly differentiates us from our competitors, whose sole focus is on one aspect of each of the solutions our platform offers. In turn, our unified platform composed of multiple products enables us to accommodate the different needs of our customers, which we believe gives us a competitive edge which could lead to further business opportunities.

Culture of Growth and Innovation

We believe that our entrepreneurial culture of innovation and collaboration is an essential driver of our growth. This entrepreneurial culture of innovation and collaboration is deep-rooted and integral to our management team. Our management team brings a breadth of experience from a variety of fields, including automation, IT, connectivity, software development, AI and marine electronics.

With our culture of innovation, we have been able to develop and improve JARIVSS in four years and we are close to bringing JARVISS to full maturity. Recently, we have launched FRIDAY, a new maritime ERP system with customizable dashboard, intuitive navigation, and real-time data updates. This is a comprehensive and integrated hybrid software solution (on-cloud and on-premises) specifically designed to streamline and optimize the operational processes of ship management, providing real-time visibility into critical data. It serves as a central hub efficiently managing and coordinating various aspects such as vessel operations, fleet management, supply chain logistics, financial transactions, crewing, and maintenance.

In addition, professional development and training are key components of our culture and in developing our talent. We have half-yearly equipment and software upgrade courses available to our employees and we occasionally send our engineers to attend workshops at external sites for their continuing professional development. This on-the job training provides us with an additional talent pipeline for research and development specialists who can continue to drive our growth.

Our Growth Strategies

We plan to expand our business and strengthen our market position in the maritime industry by implementing the following business strategies and future plans.

Broaden and enhance our current solution offerings

We will continue to enhance and broaden our maritime connectivity and digital solutions offerings by developing and integrating new functionalities and features to address and fulfil our customers’ navigation needs at the sea. We believe that advancing our technologies using our research and development capabilities and engineering expertise are vital in maintaining our long-term competitiveness and driving our business growth. Continued development of our technological capabilities in areas such as satellite communications, connectivity, data analytics, AI analytics, will improve our user experience and engagement. Ongoing updates to our satellite communication and software technologies will provide an enhanced user experience in V.Suite and FRIDAY by ensuring higher video quality, lower latency, faster transmission speed and better transmission stability under various network conditions. In addition, improvements to our technology capabilities will bring us closer to fully transforming of JARVISS into a truly unified digital platform, which serves as a one-stop shop for our customers for a comprehensive user experience. We will also scale up and enhance our network and satellite infrastructure as the amount of data generated and stored by JARVISS continues to grow. The combination of the aforementioned efforts will help us retain existing customers, attract new customers, increase user engagement, and provide a better overall user experience.

Increase our geographical presence

We believe there is significant need for digital solutions such as JARVISS on a global basis and, accordingly, opportunity for us to grow our business through international expansion. We are expanding our global footprint and intend to establish a presence in additional markets in Asia and the Middle East.

Pursue mergers and acquisitions

We may acquire small businesses complementary to our own in Southeast Asia in the near future to enhance our software and technology capabilities. We intend to pursue targeted acquisitions that further complement our solution portfolio or provide us access to new markets. We will carefully evaluate acquisition opportunities to assess whether they will be compatible within our business model and whether they will assist us with achieving our strategic objectives. We believe that through our informed and selective acquisition strategy, we will be able to effectively integrate targeted companies or assets into our offerings and grow our business successfully.

Adapt to digitalization and changing market conditions

We believe that the maritime industry is still in its infancy with respect to digital transformation. With the advent of new technologies and as the maritime industry gradually moves towards digitalization to respond to the rising demand, we believe that this presents a huge opportunity for us. We believe that if we continue to adapt to digitalization and changing market conditions arising from increased global dependency on technological solutions, there will be significant opportunities for us to expand our penetration into multiple aspects within the maritime industry, providing a unified platform offering our customers a more seamless and consistent experience. This will allow us to quickly and easily address every aspect of the customer experience on one unified platform (i.e., JARVISS) instead of asking our customers to navigate across different platforms for different services by third parties.

Broaden our partner ecosystem by forming strategic alliances

To facilitate our organic growth, we will continue to selectively pursue strategic alliances that can strengthen our technological capabilities, and broaden our customer base and solution offerings, as well as our partner ecosystem generally. We have a large and expanding network of partnerships that consists of third-party solution partners and third-party satellite providers who offer complementary capabilities as well as third-party technicians who provide installation of maritime equipment and other related services to our customers. These partners help us grow our business more efficiently by enhancing our sales force through co-marketing efforts and improving our profile and scale to service our customers. We intend to expand our network of partners who are able to drive meaningful collaborations and bring our solutions to new markets. We will continue to seek out potential strategic alliances that are complementary to and have synergies with our current business and that will help us attract and retain customers. By expanding our partner ecosystem, we will continue to grow our business and further provide value to our customers by offering them more diverse and improved solutions.

Our Customers

Our customers consist of certain renowned international brands, governmental department, as well as small and medium size enterprises (“SMEs”) that are mostly based in Southeast Asia. The majority of our customers are ship managers of container vessels, offshore companies and marine transportation businesses which utilize our solutions to navigate the sea. Our customer base also includes shipping companies and maritime fleet providers. Included in our customer base are also our regional distribution partners in Asian countries such as Indonesia, Thailand, and Malaysia.

In May 2025, we announced a strategic collaboration with Deckhouse Communications, to deliver digital solutions to Turkish ship owners, managers, and maritime customers.

For the years ended March 31, 2025, 2024 and 2023, our top five customers collectively contributed approximately 44.0%, 34.1% and 39.7% of the total revenue of our company, respectively.

For the years ended March 31, 2025, 2024 and 2023, we have entered into several agreements with some of our top five customers for the provision of a wide range of services, including but not limited to, the supply and installation of equipment, provision of technology applications, project management, provision of satellite network and the provision of network troubleshooting and IT support maintenance services. Some of these agreements are master/framework agreements that either have a minimum commitment period of 12 months or last for an indefinite term until termination by the parties, whereby individual purchase orders are made by the customers depending on the actual services required. Depending on the services required by the customers, the services are charged either on a “one-time” or periodic basis depending on the nature of the services involved. For example, monthly fees are payable for the subscription of certain technology application, and “one-time” fees are payable for the installation of equipment, such as switches and antennas etc. Other agreements are standalone contracts with either a minimum commitment period of one to 36 months or a fixed term ranging from 12 months (with an option to renew for another 12 months) to 36 months. These are also charged on either a monthly or “one-time” basis depending on the nature of services involved. We do not have any agreements with one of our top five customers for the years ended March 31, 2025, and 2024, and two of our top five customers for the year ended March 31, 2023. Instead, these customers placed purchase orders based on the specifications and requirements of the specific project with us.

We derived approximately $0.7 million representing approximately 6.4%, $1.2 million representing approximately 14.1%, and $0.9 million representing approximately 12.2%, of our total revenue from our distributors for the years ended March 31, 2025, 2024 and 2023, respectively, and the rest of our revenue for the years ended March 31, 2025, 2024 and 2023 were derived from end customers. Save for transactions in the ordinary and usual course of business, we do not have relationships with distributors that comprise a material portion of our revenue.

Our Suppliers

Our suppliers are mainly IT hardware/software distributors and satellite operators. As a business that relies on cloud infrastructure and satellite communications to run our solutions, we have built a close relationship with our suppliers in order to ensure stability of satellite communications and cloud services.

For the year ended March 31, 2025, 2024 and 2023, our top five suppliers accounted for approximately 50.1%, 49.8% and 60.7% of the total cost of sales, respectively, of our company.

For the years ended March 31, 2025, 2024 and 2023, we have entered into several agreements with some of our top five suppliers for the provision of a wide range of services, including but not limited to the provision of satellite network, airtime services, equipment leasing and equipment installation. We are not dependent on any one of the top five suppliers and we are capable of finding alternative suppliers. Some of these agreements are standalone contracts that have a minimum commitment period ranging from 4 months (with an automatic monthly renewal mechanism) to 36 months or a fixed initial term of 12 months with an option to renew on a year-by-year basis. Other agreements are master/framework agreements, whereby individual purchase orders are made depending on the actual services required and these services are paid either on a “one-time” or periodic basis depending on the nature of the services involved. For example, monthly fees are payable for the subscription of network services, such as satellite network or airtime, and “one-time” fees are payable for the purchase and installation of satellite network equipment, such as antennas and routers. We do not have any agreements with one of our top five suppliers for the years ended March 31, 2025, and 2024, and two of our top five suppliers for the year ended March 31, 2023. After obtaining quotations from these suppliers, we placed purchase orders for products or services according to the needs of our customers; therefore, we did not enter into long term agreements with these suppliers.

Sales and Marketing

The focus of our sales and marketing efforts is to strengthen our brand recognition as a leading provider of maritime connectivity and digital solutions. To expand our partner ecosystem to connect with enterprises and other potential partners, we are committed to promoting our solutions to target customers through a variety of channels. One of such channels is working with our regional distribution partners in Asian countries such as Indonesia, Thailand, and Malaysia with whom we signed distributor agreements to promote our brand.

We benefit from a network of customers and agents in our partner ecosystem that generally have a strong willingness to refer their own customers and partnering institutions to us as this also benefits their own businesses by having cross referrals of customers. We have built solid business relationships with a few local agents in Taiwan and Vietnam who help market our products and solutions to potential customers in Southeast Asia. Through their referrals, we are able to expand our customer base and address these referrals’ needs for maritime connectivity and digital solutions. This allows our business to grow while controlling customer acquisition costs.

We also generate interest and acquire new customers by placing paid advertisements in magazines, social media and other selected platforms such as LinkedIn. Furthermore, our sales and marketing team is regularly reaching out via cold calls to targeted potential clients and nurturing our list of prospective clients with our maritime connectivity and digital solutions that align with their interest, with an aim to bring us the opportunity to converse with such prospective clients regarding our offerings.

Research and Development

As part of the development of our solutions, we review our projects with clients who utilize our satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY regularly and modify our equipment and technologies based on experience and feedback from completed projects. We are also committed to researching and developing technologies in order to understand the needs of ship owners and ship managers, and enhance the effectiveness of our solutions for our customers.

Our technology development personnel have extensive experience with the maritime industry, digital technologies, navigation and automation systems, and focus on the following that support our long-term business growth:

To complement the existing technology in our satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY and to supplement the expertise of our team, we are also looking to collaborate with third-party institutions with an aim to strengthen our research on multi satellite orbit electronic steering antenna and ERP operating system. We expect such research collaboration will enable deep knowledge exchange between the third-party institutions and our engineers, and we will continue to develop and enhance the connectivity and capabilities of our satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY over time.

Intellectual Property

We regard our intellectual property as critical to our success. We currently rely on confidentiality, and non-disclosure agreements with our employees and others to protect our proprietary rights. We are in the process of applying for a trademark for “JARVISS” (i) under the international registration governed exclusively by the Madrid Protocol covering jurisdictions including Malaysia, Thailand, Vietnam, the Philippines, Indonesia, China, Japan, European Union Intellectual Property Office (EUIPO), United Kingdom and Brunei, (ii) in Hong Kong, and (iii) in Taiwan. As of the date of this report, we have successfully registered the trademark for “JARVISS” with European Union Intellectual Property Office (EUIPO), United Kingdom, Brunei, Taiwan, Japan and the Philippines. Apart from the foregoing applications, the Company currently has no other registered intellectual property rights.

Despite our efforts to protect ourselves from infringement or misappropriation of our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain and use our intellectual property in violation of our rights. In the event of a successful claim of infringement against us, or our failure or inability to develop non-infringing intellectual property or license the infringed or similar intellectual property on a timely basis, our business could be harmed.

Data Security and Protection

We are committed to protecting the user data that we collect, process, store and use on a daily basis. Keeping confidential data and sensitive information safe is integral to maintaining the trust from our customers. We have implemented enhanced data encryption measures to ensure secured transmission of data, encrypt confidential personal information for storage and apply encryption methodology based on the level of risk. In addition, we have established and put in place stringent internal rules and policies on data security and protection to prevent any unauthorized access or use of our user data. All our employees are required to strictly follow our internal rules and policies to ensure our user data is protected. We limit the types of personal information that our employees and solutions are allowed to collect to only those strictly necessary for conducting our operations.

Furthermore, we provide regular training and awareness programs to educate employees on the importance of data security and protection, and their responsibilities in relation to information management. Only authorized individuals who require the information to fulfil their job responsibilities have access to the relevant information and systems.

Seasonality

We experience seasonality in our business, reflecting a combination of seasonal fluctuations in voyages and the use of ships and vessels. For example, we generally experience less marine traffic during October to January each year due to the cold weather in fall and winter. However, we mitigate the effects of this seasonality through our recurring revenue streams. Indeed, our monthly recurring income for the year ended March 31, 2025, 2024 and 2023 were approximately 51.2%, 47.2% and 49.3% of our total revenue. Overall, the historical seasonality of our business has been relatively mild due to the rapid growth of our recurring revenue sources. Due to our relatively short operating history, the seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results.

Competition

Due to our unique business offering, we have not encountered any direct competitors as there is no one company that operates and provides both of our business segments (i.e., “satellite connectivity solution” and “digitalization and other solutions”). However, we face different competitors in each of our business segments. Our main competitors are Navarino, Marlink and Inmarsat for satellite connectivity solution; and Alpha Ori, Zero North and Storm Geo for the ‘digitalization’ segment under ‘digitalization and other solutions’, as well as Navarino, Radio Holland, and DNV for the ‘other solutions’ segment under ‘digitalization and other solutions’.

Despite our unique competitive position, we still hold a relatively small market share of the global maritime market. Further, while the digital space within the maritime industry remains relatively novel, a handful of our competitors that are more well-established players than us are also entering the digital space. With a longer history and a more established brand name, our competitors are able to achieve better brand recognition than us. Moreover, our current and future competitors vary in size and in the breadth and scope of the products and services they offer. They may have longer operating histories or have greater available financial, technical, sales, marketing and other resources than we do. Future competitors such as venture backed startups that are purely software focused may be able to benefit from more capital being injected into the research and development of their products as well as business development efforts.

We believe the principal competitive factors in our market include, but are not limited to:

Our ability to remain competitive in our market will depend to a great extent upon our ongoing performance in these areas.

Insurance

We maintain public liability insurance against injuries, death, or losses due to fire and water leakage, as well as insurance as required by the Ministry of Manpower Singapore in relation to work injury compensation.

In addition, we have purchased directors and officers (D&O) liability insurance, covering the period from April 10, 2025 to April 9, 2026. This insurance provides coverage for claims made against our directors, officers and certain employees arising from alleged wrongful acts in their official capacities. It also includes reimbursements to the Company when we are required or permitted to indemnify those individuals, as well as coverage for reasonable expenses incurred in preparing self-reports or responding to regulatory inquiries.

Save for the above, we do not maintain any other liability insurance coverage.

Regulations

This section sets forth a summary of the material laws and regulations that affect the Company’s business and operations in Singapore. Information contained in this section should not be construed as a comprehensive summary nor detailed analysis of laws and regulations applicable to the business and operations of the Company. This overview is provided as general information only and not intended to be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations.

Workplace Safety and Health Act

The Workplace Safety and Health Act 2006 of Singapore (the “WSHA”) is the principal legislation governing the safety, health and welfare of persons at work in workplaces. Among other things, the WSHA imposes a duty on every employer and every principal (which would include us) to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of its employees, and any contractor, any direct or indirect subcontractor, and any employee employed by such contractor or subcontractor, when at work.

The general penalties for non-compliance with the WSHA include the imposition of fines up to the amount of S$500,000 in the case of a body corporate. Further or other penalties may apply in the case of repeat offences or specific offences under the WSHA or its subsidiary legislation.

Work Injury Compensation Act

Work injury compensation is governed by the Work Injury Compensation Act 2019 (“WICA”) and is regulated by the MOM. The WICA applies to any person who has entered into or works under a contract of service or apprenticeship with an employer, subject to certain prescribed exclusions in respect of injuries suffered by them arising out of and in the course of their employment and sets out, amongst others, the amount of compensation they are entitled to and the methods of calculating such compensation. The WICA provides, subject to certain prescribed exceptions, that if in any employment, personal injury by accident arising out of and in the course of the employment is caused to an employee, his employer shall be liable to pay compensation in accordance with the provisions of the WICA. The amount of compensation shall be computed in accordance with the First Schedule of the WICA, subject to a maximum and minimum limit, considering factors such as the severity and permanence of the personal injury suffered.

Further, the WICA provides that where any person (referred to as the principal) in the course of or for the purpose of his trade or business contracts with any other person (referred to as the employer) for the execution by the employer of the whole or any part of any work, or for the supply of labor to carry out any work, undertaken by the principal, the principal shall be liable to pay to any employee employed in the execution of the work any compensation which he would have been liable to pay if that employee had been immediately employed by the principal.

Every employer is required to maintain work injury compensation insurance for all employees doing manual work and all employees earning less than S$2,600 per month. Failure to do so is an offence carrying a fine of up to S$10,000 and/or imprisonment of up to 12 months. Under the Work Injury Compensation Insurance Regulations 2020 (“WICIR”), every employer entering into a contract of insurance in accordance with the requirements of WICA shall be issued, by the insurer with whom he contracts, with a certificate of insurance which shall contain certain prescribed particulars. The WICIR further provides that such employer shall display a copy of the certificate of insurance at each place of business at which he employs any employee whose claims may be the subject of indemnity under the policy of insurance to which that certificate relates.

Employment Act

The Employment Act 1968 of Singapore, or the Singapore EA, sets out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees. With effect from April 1, 2019, the Singapore EA extends to all employees, including persons employed in managerial or executive positions, with certain exceptions.

The Singapore EA prescribes certain minimum conditions of service that employers are required to provide to their employees, including (i) minimum days of statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal; (iv) provision of key employment terms in writing; and (v) statutory maternity leave and childcare leave benefits. In addition, certain statutory protections relating to overtime and hours of work are prescribed under the Singapore EA, but only apply to limited categories of employees, such as an employee (other than a workman) who receives a salary of up to S$2,600 a month (“relevant employee”). Section 38(8) of the Singapore EA provides that a relevant employee is not allowed to work for more than 12 hours in any one day except in specified circumstances, such as where the work is essential to the life of the community, defense or security. In addition, section 38(5) of the Singapore EA limits the extent of overtime work that a relevant employee can perform, to 72 hours a month.

Other employment-related benefits which are prescribed by law include (i) contributions to be made by an employer to the Central Provident Fund, under the Central Provident Fund Act 1953 of Singapore in respect of each employee who is a citizen or permanent resident of Singapore; (ii) the provision of statutory maternity, paternity, childcare, adoption, unpaid infant care and shared parental leave benefits (in each case subject to the fulfilment of certain eligibility criteria) under the Child Development Co-savings Act 2001 of Singapore; (iii) statutory protections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee who attains the prescribed minimum retirement age, under the Retirement and Re-employment Act 1993 of Singapore; and (iv) statutory requirements relating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act 2019 of Singapore and the Workplace Safety and Health Act 2006 of Singapore, respectively.

Employment of Foreign Manpower Act

The employment of foreign employees in Singapore is governed by the Employment of Foreign Manpower Act 1990 of Singapore (the “EFMA”) and is regulated by the MOM. The EFMA prescribes the responsibilities and obligations of employers of foreign employees in Singapore.

The EFMA provides that no person shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the MOM in accordance with the Employment of Foreign Manpower (Work Passes) Regulations 2012, which allows the foreign employee to work for him. Any person who fails to comply with or contravenes this provision of the EFMA is guilty of an offense and will: (a) be liable on conviction for a fine not less than S$5,000 and not more than S$30,000 or imprisonment for a term not exceeding 12 months or both; and (b) on a second or subsequent conviction: (i) in the case of an individual, be liable for a fine of not less than S$10,000 and not more than S$30,000 and imprisonment for a term of not less than one month and not more than 12 months; or (ii) in any other case, be punished with a fine of not less than S$20,000 and not more than S$60,000.

In Singapore, the work pass to be issued to a foreigner is contingent on, among other things, the type of work and salary being received by the foreigner in question. Foreign professionals, managers and executives earning a fixed monthly salary of at least S$4,500 with acceptable qualifications (such as a good university degree, professional qualifications or specialist skills) may apply for an employment pass, whereas older and more experienced candidates will need higher salaries. Mid-level skilled staff earning a fixed monthly salary of at least S$2,500 who possess a degree, diploma or technical certificate and have the relevant work experience may apply for an S-pass; and semi-skilled foreign workers from approved source countries working in, among others, the manufacturing sector may apply for a work permit.

Further, under the Employment of Foreign Manpower (Work Passes) Regulations 2012, an employer is required to purchase and maintain medical insurance with coverage of at least S$15,000 per 12-month period of a foreign workers’ employment (or for such shorter period where the foreign workers’ period of employment is less than 12 months) for the foreign workers’ in-patient care and day surgery except as the Controller of Work Passes may otherwise provide by notification in writing.

In addition, the employment of foreign workers is also subject to sector-specific rules regulated by the MOM through the following policy instruments: (a) business activity; (b) approved source countries; (c) the imposition of security bonds and levies; and (d) quota (or dependency ratio ceilings) based on the ratio of local to foreign workers.

Central Provident Fund Act

The Central Provident Fund (“CPF”) system is a mandatory social security savings scheme funded by contributions from employers and employees. Pursuant to the Central Provident Fund Act 1953 of Singapore (“CPFA”), an employer is obliged to make CPF contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore by an employer (save for employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners). CPF contributions are not applicable for foreigners who hold employment passes, S passes or work permits. CPF contributions are required for both ordinary wages and additional wages (subject to an ordinary wage ceiling and a yearly additional wage ceiling) of employees at the applicable prescribed rates which is dependent on, among other things, the amount of monthly wages and the age of the employee. An employer must pay both the employer’s and employee’s share of the monthly CPF contribution. However, an employer can recover the employee’s share of CPF contributions by deducting it from their wages when the contributions are paid for that month.

Where the amount of the contributions which an employer is liable to pay under the CPFA in respect of any month is not paid within such period as may be prescribed, the employer shall be liable for the payment of interest on the amount for every day the amount remains unpaid commencing from the first day of the month succeeding the month in respect of which the amount is payable and the interest shall be calculated at the rate of 1.5% per month or the sum of S$5, whichever is greater. Where any employer who has recovered any amount from the monthly wages of an employee in accordance with the CPFA fails to pay the contributions to the CPF within such time as may be prescribed, he will be guilty of an offense and will be liable on conviction for a fine not exceeding S$10,000 or imprisonment for a term not exceeding seven years or both. Where a person fails to pay the contributions to the CPF within such time as may be prescribed which the person is liable under the CPFA to pay in respect of or on behalf of any employee in any month, he will be guilty of an offense and will be liable to a fine of not less than S$1,000 and not more than $5,000 or to imprisonment for a term not exceeding 6 months or to both and if that person is a repeat offender in relation to the same offence, to a fine of not less than $2,000 and not more than $10,000 or to imprisonment for a term not exceeding 12 months or to both. Where an offense has been committed under the CPFA but there are no penalties provided, the offender may be liable for a fine not exceeding S$5,000 or imprisonment for a term not exceeding six months or both, and where the offense is repeated by the same offender, the offender may be liable for a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months or both.

The Income Tax Act 1947 of Singapore

The Income Tax Act 1947 of Singapore (the “ITA”) is the main legislation that governs the taxation of income in Singapore. The ITA was first enacted in 1947 and has been amended several times since then to keep up with changes in the tax system and economic landscape. Under the ITA, individuals, companies, and other entities are subject to tax on their income earned in Singapore. The ITA sets out the rules for determining taxable income, allowable deductions, and tax rates for different types of income.

The ITA is administered by the Inland Revenue Authority of Singapore (the “IRAS”), which is responsible for assessing and collecting taxes in Singapore. The ITA is regularly updated to reflect changes in the tax system and ensure that it remains relevant to the needs of taxpayers and the economy.

Some key provisions of the ITA include (i) Tax residency: The ITA defines the criteria for determining an individual or company’s tax residency status in Singapore, which determines the amount of tax they are liable to pay; (ii) Taxable income: The ITA sets out the rules for determining what constitutes taxable income, including employment income, business profits, rental income, and capital gains; (iii) Deductions and allowances: The ITA allows for certain deductions and allowances to be claimed to reduce the amount of taxable income, such as expenses related to employment or business operations; (iv) Tax rates: The ITA sets out the tax rates for different types of income and tax residency statuses; and (v) Filing and payment: The ITA requires individuals and companies to file tax returns and make tax payments by specific deadlines.

Failure to paying income tax or failing to file tax returns can result in penalties and legal consequences. The penalties can vary depending on the severity of the offense and whether it was a first-time or repeat offense. Some of the penalties that can be imposed for not paying income tax include (i) Late payment penalty, where if you do not pay your income tax by the due date, you will be charged a late payment penalty of 5% of the outstanding tax amount. This penalty will continue to accrue until the tax is fully paid; (ii) Late filing penalty, where if you fail to file your tax return by the due date, you will be charged a late filing penalty of up to $1,000. The penalty amount may be higher if the tax return is filed later; (iii) Prosecution, where if you intentionally fail to pay income tax, you may be prosecuted under the ITA. This can result in fines, imprisonment, or both; and (iv) Additional tax and interest, where if the IRAS discovers that you have underreported your income, you may be required to pay additional tax and interest on the underreported amount. However, if you are having difficulty paying your taxes, you may be able to seek assistance and work out a payment plan with the IRAS to avoid penalties and legal consequences.

Personal Data Protection Act 2012

The Personal Data Protection Act 2012 of Singapore (“PDPA”) establishes the baseline regime for the protection of personal data in Singapore. The PDPA applies to all organizations that collect, use, disclose, and/or process personal data. The PDPA is administered and enforced by the Personal Data Protection Commission (“PDPC”). In this regard, “personal data” as defined under the PDPA refers to data, whether true or not, about an individual who can be identified from that data or other information to which the organization has or is likely to have access to.

An organization is required to comply with, amongst other things, the data protection obligations prescribed by the PDPA, which may be summarized as follows:

The maximum financial penalty that can be imposed on organizations is S$1 million, or 10% of the organization’s annual turnover in Singapore, whichever is higher. The severity of the penalties will be assessed based on, amongst other things, the amount of personal data involved, and the degree of harm caused to individuals.

Customs Act

Goods exported from Singapore are regulated under the Customs Act 1960 of Singapore (the “Customs Act”). To export goods from Singapore, the exporter is required to declare the goods to Singapore Customs, a department under the Ministry of Finance, which is the lead agency for trade facilitation and revenue enforcement. The Singapore Goods and Services Tax (the “GST”) is not levied on goods exported from Singapore. A Customs export permit is required for, among other things, the export of locally manufactured goods or local GST paid goods, the export of goods from free trade zones, dutiable goods from licensed warehouses and non-dutiable goods from a zero-rated warehouse. The exporter will be the party that issues the commercial invoice to his overseas customer. Exporters who intend to engage in import and/or export activities in Singapore or appoint a declaring agent to apply for Customs import, export and transshipment permits or certificates will need to activate their Customs Account with Singapore Customs, further to which a declaring agent may be appointed to apply for Customs permits on their behalf. Declaring agents have to be registered with Singapore Customs. Exporters may be penalized if they do not comply with the requirements and conditions imposed under the Customs Act. Making an incorrect declaration or failing to make a declaration of goods imported into, exported from or transshipped in Singapore will result in being liable on conviction for a fine not exceeding S$10,000, or the equivalent of the amount of the customs duty, excise duty or GST payable, whichever is the greater amount, or imprisonment for a term not exceeding 12 months, or both.

Unfair Contract Terms Act and Sale of Goods Act

The Unfair Contract Terms Act 1977 of Singapore, or the UCTA, provides that exclusion clauses in standard terms of business or where one of the contracting parties is a consumer are subject to a condition of “reasonableness.” Also, when a business deals with a consumer, the business cannot render contractual performance substantially different from what was reasonably expected of it, or render no performance at all in respect of the whole or part of any contractual obligation. The Sale of Goods Act 1979 of Singapore, or the SOGA, regulates the sale of goods in Singapore. The SOGA implies certain terms into contracts of sale of goods, which include implied conditions that the seller has or will have the right to sell the goods and that goods supplied are of satisfactory quality. The SOGA also provides that where a seller wrongfully neglects or refuses to deliver goods, the buyer may sue for non-delivery. The damages available are the estimated loss directly and naturally resulting from the seller’s breach of contract in the ordinary course of events. Rights, liabilities and implied conditions arising under a contract of sale pursuant to SOGA may be excluded or varied by contract, subject to the requirements of the UCTA.

4.C. Organizational Structure

See “Item 4.A. History and Development of the Company—Corporate Structure” above for details of our current organizational structure.

4.D. Plants, Property and Equipment

Our principal executive office and warehouse are located in Singapore. These facilities currently accommodate our management headquarters, as well as most of our product development and storage, sales and marketing, and general administrative activities. We lease all of the facilities that we currently occupy.

We have entered into a tenancy agreement for our principal office in Singapore situated at 140 Paya Lebar Road #07-02, AZ@Paya Lebar, Singapore 409015, for a period of 12 months from October 1, 2024 to September 30, 2025.

We have entered into a tenancy agreement for our warehouse situated at Kampong Ubi Industrial Estate #01-68, 3025A Ubi Road Singapore 408654, for a period of 12 months from March 1, 2025 to February 28, 2026.

We have entered into a lease agreement for office space situated at 161 Kallang Way, #07-01 and #07-08, Singapore 349247, for a period of three years from September 15, 2025 to September 14, 2028.

We have entered into a tenancy agreement for office and dormitory space situated at 61 Jalan Damai, Taman Sri Setia, 80300 Johor Bahru, Johor, Malaysia, for a period of 24 months from March 1, 2024 to February 28, 2026, to house our IT contractors in Malaysia.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under “Item 3.D. Risk Factors” or in other parts of this Annual Report. See also “Forward-Looking Statements.” 

5.A. Operating Results

Overview

We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct all of our operations through our operating entity incorporated in Singapore, iO3 Singapore.

We are a leading provider of maritime digital technologies including satellite connectivity and digitalization solutions in Singapore focused on facilitating the maritime industry towards digital transformation. Based on the Frost & Sullivan Report, as of March 31, 2024, we ranked fifth in the Singaporean market based on revenue from the provision of maritime connectivity and digital solutions with a market share of approximately 6.2%. Our company was established to adopt an innovative approach towards the management of solutions accustomed to contemporary needs and drive the digital evolution in the maritime industry.

We generate revenue from our two operating segments: (i) satellite connectivity solution, and (ii) digitalization and other solutions. In the satellite connectivity segment, we offer integrated satellite connectivity solutions through the provision of satellite connectivity services and the sales and/or lease of satellite network equipment and devices for shipboard network management. In the digitalization and other solutions segment, we are involved in designing digital solutions, providing IT support, and providing shipboard support services for IT and OT applications enablement.

Our digitalization platform — “Just A Really Very Intelligent System” (“JARVISS”) — has been specifically designed to support enhanced integrated solutions, asset optimization and delivery of secured critical applications globally. It hosts a fleet of native applications developed by us as well as third party applications, consolidating essential functions such as IoT and vessel management. Our unique platform seamlessly integrates these applications, simplifying maritime operations and fostering unprecedented efficiency and leads us to be the pioneer of integrated maritime connectivity and digital solution providers. In addition to JARVISS, our portfolio of digital solutions encompasses our V.Suite solutions and our new maritime ERP system FRIDAY.

Factors Affecting Our Performance and Related Trends

We believe that the key factors affecting our performance and financial performance include:

Impact of the overall economic conditions and oil prices

The health of the global economy, particularly fluctuations in oil prices, directly affects shipping volumes and maritime activity. Prolonged economic downturns or volatile fuel prices may lead to reduced demand for our technology solutions as shipping companies seek to cut costs.

Maritime regulations impacting our services and offerings

Maritime regulations that facilitate or limit our ability to provide our offerings impact our financial performance. For example, our operations may benefit from the changes to the regulatory requirements applicable to the shipping and maritime industry including but not limited to stricter requirements adopted by international organizations, such as the International Maritime Organization, or by individual countries or charterers and actions taken by regulatory authorities for safety and environmental compliance. Compliance with such laws, regulations and standards, where applicable, may require installation of new equipment or implementation of operational changes and may create new business opportunities to the Company. On the other hand, these costs could have a material adverse effect on the costs of maintaining our customers’ vessels, which in turn affects their financial ability to subscribe to our services or offerings. In addition, a failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of operations of our customers’ vessels, which in turn affects our business operations since the customers would have to cease operating their vessels, hence terminating our services and their subscriptions to our services.

Our ability to expand into other jurisdictions

We intend to expand our business operations in terms of the services and solutions we offer by establishing offices in other Asian countries and the Middle East in order to increase and diversify revenue channels and further engage our customers. As such, we plan to scale up our services in terms of sales and lease of equipment and devices, and solution offerings. Entering new geographic markets requires us to invest in personnel, marketing, and infrastructure, including additional offices and distribution networks. Our international expansion may result in increased costs and is subject to a variety of risks, including low initial brand awareness, local competition, inventory risks and compliance with foreign laws and regulations. While we expect our operating expenses to increase as we continue to expand our business, we expect such expenses to decrease as a percentage of revenue over time as we continue to streamline our business and benefit from economies of scale. We believe that our ability to successfully expand our business operations, both geographically and through our offerings, is paramount to our ability to achieve and maintain long-term profitability.

Impact of fluctuations in costs of revenue

We are sensitive to price movements in equipment for satellite connectivity solutions and digitalization and other solutions. Our material purchases are for electronics equipment and satellite connectivity such as antenna, satellite phone, modem, IP handsets, wireless access points etc. for satellite connectivity solution, and hardware/software components and shipboard equipment for digitalization and other solutions. Prices for these products, along with costs for transportation and delivery, fluctuate with market conditions, and have generally increased over time with inflation. We may be unable to offset the impact of price increases on a timely basis due to outstanding commitments to our customers, and our financial performance could be adversely impacted. A failure by our suppliers to continue to supply us with component parts and equipment for satellite connectivity at reasonable prices could have a material adverse effect on us. To the extent there are material fluctuations in the prices of electronics equipment and satellite connectivity, our margins could be materially adversely impacted.

Chip supply constraints

Chips are integral to our equipment and digital solutions. An on-going shortage of chips could materially affect our operations and business. We may encounter higher prices of electronic equipment such as modems, routers, and antennas, which would significantly increase our cost of sales, thereby affecting our profitability and financial performance. In addition, as satellite connectivity forms a substantial part of our revenues, should the satellite operators increase their bandwidth pricing, it may have a significant impact on our service costs, and hence increase our cost of sales.

Components of Results of Operations

Revenue

Satellite Connectivity Solution

There are two main categories of revenue generated through satellite connectivity solution:

We sell or lease the satellite network equipment and devices to customers. We provide engineering and installation service to our customers. The revenue generated, inclusive of shipping and handling fees charged to customers, are as below:

Digitalization and Other Solutions

Our revenue generated from digitalization and other solutions are as below:

Cost of Revenue

Satellite Connectivity Solution

Our cost of revenue for satellite connectivity solution consists primarily of:

Digitalization and Other Solutions

Our cost of revenue for digitalization and other solutions consists primarily of:

Operating Cost and Expenses

Sales and Marketing Expenses

Our sales and marketing expenses consist primarily of (i) staff costs of our sales and marketing personnel which include salaries, central provident funds, staff bonus and other employee benefits, (ii) commission to our agents, and (iii) marketing and advertising fee.

General and Administrative Expenses

Our general and administrative expenses consist primarily of wages and salaries, travelling expenses, general office expenses, depreciation expenses, IT expenses, repairs and maintenance and entertainment expenses.

Other Operating (Expenses)/Income, Net

Our other operating income consists primarily of government grants, foreign exchange gains, commission received and others. Our other operating expenses consist primarily of foreign exchange losses and others such as withholding tax for overseas customers.

Finance Income

Our finance income consists of interest income from sales-type lease of satellite network equipment.

Finance Costs

Our finance costs consist primarily of interest expenses relating to finance lease and bank borrowing.

Results of Operations

Revenue

We derive our revenue from our two operating segments: (i) satellite connectivity solution, and (ii) digitalization and other solutions. The following table sets out the breakdown of our revenue for the periods indicated:

Comparison of the Years Ended March 31, 2025 and 2024

Our total revenue increased by approximately $1.9 million or 22.1% from approximately $8.6 million for the year ended March 31, 2024 to approximately $10.5 million for the year ended March 31, 2025. The increase in revenue was contributed by customers from Singapore of approximately $1.8 million, Israel of approximately $0.5 million, Taiwan of approximately $0.2 million and Vietnam of approximately $0.1 million. The increase was offset by the decrease in contribution from Indonesia of approximately $0.4 million and Thailand of approximately $0.3 million.

Our revenue generated from our satellite connectivity solution increased by approximately $1.1 million or 19.6% from approximately $5.6 million for the year ended March 31, 2024 to approximately $6.7 million for the year ended March 31, 2025, due to the increase in subscription income from satellite connectivity services of approximately $0.7 million and increase in sales and lease of satellite network equipment, device and services of approximately $0.4 million.

Our revenue generated from digitalization and other solutions increased by approximately $0.8 million or 26.7% from approximately $3.0 million for the year ended March 31, 2024 to approximately $3.8 million for the year ended March 31, 2025, mainly due to increase in revenue generated from sales of IT equipment and services of approximately $0.7 million.

Cost of Revenue

Our cost of revenue for our satellite connectivity solution increased by approximately $1.0 million or 25.0%, from approximately $4.0 million for the year ended March 31, 2024 to approximately $5.0 million for the year ended March 31, 2025, primarily attributable to the increase in cost incurred in provision of satellite connectivity services of approximately $0.9 million. The increase in cost of revenue was consistent with the increase in revenue

Our cost of revenue for our digitalization and other solutions increased by approximately $0.9 million or 32.1%, from approximately $2.8 million for the year ended March 31, 2024 to approximately $3.7 million for the year ended March 31, 2025. This was consistent with the increase in revenue.

Gross Profit

As a result of the foregoing, (i) our gross profit for our satellite connectivity solution was approximately $1.7 million for each of the years ended March 31, 2025 and 2024, and (ii) our gross profit for our digitalization and other solutions was approximately $0.2 million for each of the years ended March 31, 2025 and 2024.

The gross profit margin of satellite connectivity solution decreased from approximately 29.6% for the year ended March 31, 2024 to approximately 25.5% for the year ended March 31, 2025 due to the rollout of Starlink satellite connection services to the market which has a lower margin.

The gross profit margin of digitalization and other solutions decreased from approximately 6.2% for the year ended March 31, 2024 to approximately 4.3% for the year ended March 31, 2025 due to the increase in staff costs in digitalization segment of approximately $0.3 million arising from the increase in number of head count gradually from 9 as at March 31, 2024 to 12 as at March 31, 2025.

As a result, the overall gross profit margin decreased from approximately 21.5% for the year ended March 31, 2024 to approximately 17.8% for the year ended March 31, 2025.

Sales and Marketing Expenses

Our sales and marketing expenses increased by approximately $0.2 million or 50.0%, from approximately $0.4 million for the year ended March 31, 2024 to approximately $0.6 million for the year ended March 31, 2025, attributable to the increase in staff costs of approximately $0.2 million as the number of headcounts for marketing department increased by 2.

General and Administrative expenses

Our general and administrative expenses were approximately $1.5 million, which was roughly the same as the year ended March 31, 2024. The audit fee decreased by $0.2 million for year ended March 31, 2025 compared to year ended March 31, 2024. This was mainly due to a higher audit fee for year ended March 31, 2024 because this was the year we engaged our US GAAP auditor to carry out FY2022 to FY2024 audit and half year review for the six months ended September 30, 2022 and 2023. The decrease was offset by the increase in staff costs and depreciation of approximately $0.1 million each. The increase in staff costs was mainly due to an increase in salaries and staff bonuses.

Other Operating (Expenses)/Income, Net

Our other operating expenses decreased by approximately $6,000 from approximately $19,000 for the year ended March 31, 2024 to approximately $13,000 for the year ended March 31, 2025 mainly due to the foreign exchange losses decreased by approximately $10,000. The decrease was offset by the decrease in government grants of approximately $2,000 and other income of approximately $2,000.

Finance Income and Finance Costs

Our finance income consists of interest income from sales-type lease of satellite network equipment. Our finance income increased by approximately $3,000 or 14.3% from approximately $21,000 for the year ended March 31, 2024 to approximately $24,000 for the year ended March 31, 2025 due to the increase in the number of sales-type lease of satellite network equipment over the years.

Our finance costs were approximately $35,000 for the year ended March 31, 2025. It was about the same as that for the year ended March 31, 2024 of approximately $36,000.

(Loss)/Income before Income Taxes

As a result of the foregoing, our loss before income taxes increased from approximately $48,000 for the year ended March 31, 2024 to a loss of approximately $214,000 for the year ended March 31, 2025.

Income Tax Credit/(Expense)

We recorded an income tax provision of approximately $17,000 for the year ended March 31, 2025. However, there was an income taxes credit of approximately $44,000 for the year ended March 31, 2024 mainly due to the reversal of over provision of income taxes in relation to prior financial years.

Net (Loss)/Income

As a result of the foregoing, our net loss increased from approximately $4,000 for the year ended March 31, 2024 to a loss of approximately $231,000 for the year ended March 31, 2025.

Comparison of the Years Ended March 31, 2024 and 2023

Revenue

Our total revenue increased by approximately $1.1 million or 14.7% from approximately $7.5 million for the year ended March 31, 2023 to approximately $8.6 million for the year ended March 31, 2024. The increase was due to the increase in the number of vessels subscribing for our solutions. Our total number of vessels served increased from 339 for the year ended March 31, 2023 to 411 for the year ended March 31, 2024. The increase in revenue was contributed by customers from United States of approximately $0.3 million, Indonesia of approximately $0.2 million, Taiwan of approximately $0.2 million, Vietnam of approximately $0.2 million, Israel of approximately $0.1 million and Republic of the Marshall Islands of approximately $0.1 million.

Our revenue generated from our satellite connectivity solution increased by approximately $0.6 million or 12.0% from approximately $5.0 million for the year ended March 31, 2023 to approximately $5.6 million for the year ended March 31, 2024, due to the increase in sales and lease of satellite network equipment, device and services of approximately $0.5 million.

Our revenue generated from digitalization and other solutions increased by approximately $0.5 million or 20.0% from approximately $2.5 million for the year ended March 31, 2023 to approximately $3.0 million for the year ended March 31, 2024, due to the increase in the revenue generated from provision of IT support services and JARVISS subscription income of approximately $0.2 million and $0.3 million respectively.

Cost of Revenue

Our cost of revenue for our satellite connectivity solution increased by approximately $0.6 million or 17.6%, from approximately $3.4 million for the year ended March 31, 2023 to approximately $4.0 million for the year ended March 31, 2024, attributable to the increase in cost of satellite network equipment, device and services of approximately $0.7 million. The increase in cost of revenue was also consistent with the increase in revenue.

Our cost of revenue for our digitalization and other solutions increased by approximately $1.0 million or 55.6%, from approximately $1.8 million for the year ended March 31, 2023 to approximately $2.8 million for the year ended March 31, 2024. This was mainly due to increase in revenue.

Gross Profit

As a result of the foregoing, (i) our gross profit for our satellite connectivity solution increased from approximately $1.6 million for the year ended March 31, 2023 to approximately $1.7 million for the year ended March 31, 2024, and (ii) our gross profit for our digitalization and other solutions decreased from approximately $0.7 million for the year ended March 31, 2023 to approximately $0.2 million for the year ended March 31, 2024.

The gross profit margin of satellite connectivity solution decreased from approximately 31.8% for the year ended March 31, 2023 to approximately 29.6% for the year ended March 31, 2024 due to the increase in staff cost of approximately $0.1 million arising from the increase in number of head count in the connectivity segment gradually from 2 to 5 over the period of twelve months ended March 31, 2023 while 5 head count was maintained for the full year ended March 31, 2024.

The gross profit margin of digitalization and other solutions decreased from approximately 26.7% for the year ended March 31, 2023 to approximately 6.2% for the year ended March 31, 2024 due to (i) the increase in staff costs in digitalization segment of approximately $0.2 million arising from the increase in number of head count gradually from 6 to 8 over the period of twelve months ended March 31, 2023 while higher number of head count, i.e., 8 to 9, was maintained for the year ended March 31, 2024, (ii) lower margin from some customers whom we charged less engineering fee since they have their own team to handle and install the hardware, and (iii) special pricing given to some customers who expanded their business volume with us.

As a result, the overall gross profit margin decreased from approximately 30.1% for the year ended March 31, 2023 to approximately 21.5% for the year ended March 31, 2024.

Operating Cost and Expenses

Sales and Marketing Expenses

Our sales and marketing expenses increased by approximately $0.1 million or 33.3%, from approximately $0.3 million for the year ended March 31, 2023 to approximately $0.4 million for the year ended March 31, 2024, attributable to the increase in advertising expenses.

General and Administrative expenses

Our general and administrative expenses increased by approximately $0.6 million or 66.7% from approximately $0.9 million for the year ended March 31, 2023 to approximately $1.5 million for the year ended March 31, 2024 mainly due to (i) increase in audit fee of approximately $0.3 million or 5,266.5% as we engaged our auditors in June 2023 for the purpose of the listing, (ii) increase in staff costs of approximately $0.2 million as we recruited three employees in the second half of the year ended March 31, 2023, and (iii) increase in amortization on right of use assets of $0.1 million as we relocated to a new warehouse with higher rental in October 2022.

Other Operating (Expenses)/Income, Net

Our other operating expenses increased by approximately $15,000 from approximately $4,000 for the year ended March 31, 2023 to approximately $19,000 for the year ended March 31, 2024 mainly due to decrease in government grants of approximately $34,000 as there was no COVID-19 related support scheme during year ended March 31, 2024. However, the decrease in government grants was offset by the decrease in operating expenses of foreign exchange losses of approximately $11,000 and withholding tax for overseas customers of approximately $7,000.

Finance Income and Finance Costs

Our finance income consists of interest income from sales-type lease of satellite network equipment. Our finance income increased by approximately $7,000 or 50.0% from approximately $14,000 for the year ended March 31, 2023 to approximately $21,000 for the year ended March 31, 2024, which was consistent with the increase in demand from our customers in relating to our sales-type lease of satellite network equipment during the year ended March 31, 2024.

Our finance costs increased by approximately $12,000 or 50.0% from approximately $24,000 for the year ended March 31, 2023 to approximately $36,000 for the year ended March 31, 2024, mainly due to (i) increase in interest expenses relating to finance lease of approximately $13,000 as we purchase more assets through hire purchase arrangements.

(Loss)/Income before Income Taxes

As a result of the foregoing, our income before income taxes decreased from approximately $1.0 million for the year ended March 31, 2023 to a loss of approximately $48,000 for the year ended March 31, 2024.

Income Tax Credit/(Expense)

We recorded an income tax provision of approximately $115,000 for the year ended March 31, 2023. However, there was an income taxes credit of approximately $44,000 for the year ended March 31,2024 mainly due to the reversal of over provision of income taxes in relating to prior financial years.

Net (Loss)/Income

As a result of the foregoing, our net income decreased from approximately $0.9 million for the year ended March 31, 2023 to a loss of approximately $4,000 for the year ended March 31, 2024.

5.B. Liquidity and Capital Resources

We were incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations as of the date of this report. Our consolidated assets and liabilities, consolidated revenue and net income are the operation results of our subsidiary in Singapore. Current Singapore regulations permit such Singapore subsidiary to pay dividends to its respective shareholders only out of its accumulated profits, if any, determined in accordance with Singapore accounting standards and regulations. There are no exchange or capital controls under Singapore laws and both residents and non-residents are free to convert Singapore dollars to foreign currencies and/or remit such currencies out of the country. Under current Singapore tax rules, there is no withholding tax imposed on dividends, regardless of whether they are paid to Singapore or foreign shareholders. However, foreign shareholders may be taxed on the receipt of such dividends back in their own home country, which will depend on the tax laws in the respective countries where they are resident. As of March 31, 2025, none of the net assets of our subsidiary in Singapore were restricted net assets. There were no funds transferred from our Singapore subsidiary to us in the form of loans, advances, or cash dividends during the years ended March 31, 2024 and 2023. For the year ended March 31, 2025, iO3 Singapore, our subsidiary in Singapore transferred S$12,000 to iO3 Cayman, our Cayman Islands holding company, in August 2024.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expense obligations. Historically, we have financed our operations primarily through cash generated by operations and bank borrowing. Other than bank borrowing, the Company has no other debt instruments.

As at March 31, 2025, our working capital was approximately $0.5 million, our cash and cash equivalents amounted to approximately $0.4 million, our current assets were approximately $4.1 million, and our current liabilities were approximately $3.6 million.

Based on our current operating plan, we believe that our existing cash and cash equivalents and anticipated cash generated from operating activities will be sufficient to meet our anticipated working capital and capital expenditures for at least the next 12 months. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, our introduction of new solutions, and expansion of our business operation. To the extent that our cash and cash equivalents, and cash flow from operating activities are insufficient to fund our future activities, we may need to raise additional funds through bank credit arrangements, public or private equity or debt financings. We also may need to raise additional funds in the event we decide in the future to acquire businesses, technologies and products that will complement our existing operations. In the event additional funding is required, we may not be able to obtain bank credit arrangements or equity or debt financing on terms acceptable to us or at all.

Cash Flows for the Years Ended March 31, 2025, 2024 and 2023

The following summarizes the key components of our cash flows for the years ended March 31, 2025, 2024 and 2023:

Operating Activities

For the year ended March 31, 2025, the Company had net cash provided by operating activities of approximately $0.5 million attributable to (i) income before income taxes after adjustment for depreciation and amortization of intangible assets of approximately $0.3 million, (ii) change in other payables and accrued liabilities of approximately $0.4 million, (iii) change in inventories of approximately $0.2 million, (iv) change in net investment in sales-type lease of approximately $0.1 million, and (v) increase in deposits, prepayments and other receivables of approximately $0.1 million, partially offset by (i) increase in account receivables of approximately $0.4 million, and (ii) decrease in customer deposits of approximately $0.2 million,

For the year ended March 31, 2024, the Company had net cash provided by operating activities of approximately $2.0 million attributable to (i) loss before income taxes of approximately $48,000, (ii) change in customer deposits of approximately $1.2 million, and (iii) adjustment for depreciation of approximately $0.3 million, partially offset by (i) change in net investment in sales-type leases of approximately $0.2 million, and (ii) change in deposits, prepayments, and other receivables of approximately $0.1 million.

For the year ended March 31, 2023, the Company had net cash provided by operating activities of approximately $0.7 million attributable to (i) income before income taxes of approximately $1.0 million, (ii) change in account payable of approximately $0.8 million, and (iii) adjustment for depreciation of approximately $0.2 million, partially offset by (i) change in inventories of approximately $0.7 million, and (ii) change in account receivables of approximately $0.3 million.

Investing Activities

For the year ended March 31, 2025, the Company had net cash used in investing activities of approximately $0.6 million which was mainly attributable to purchase of equipment.

For the year ended March 31, 2024, the Company had net cash used in investing activities of approximately $0.5 million which was attributable to purchase of equipment of approximately $0.5 million.

For the year ended March 31, 2023, the Company had net cash used in investing activities of approximately $0.1 million attributable to purchase of intangible assets of approximately $0.1 million representing continuous development of our JARVISS platform and our new maritime ERP software, FRIDAY.

Financing Activities

For the year ended March 31, 2025, the Company had net cash used in financing activities of approximately $0.5 million attributable to repayment of lease liabilities of approximately $0.6 million and payment of deferred offering costs of approximately $0.2 million. The cash outflow from financing activities was partially offset by proceeds from lease financing of approximately $0.3 million.

For the year ended March 31, 2024, the Company had net cash used in financing activities of approximately $0.5 million attributable to payment of deferred offering costs of approximately $0.8 million and repayment of lease liabilities of approximately $0.5 million. The cash outflow from financing activities was partially offset by funds injected by shareholders of approximately $0.7 million and proceeds from lease financing of approximately $0.4 million.

For the year ended March 31, 2023, the Company had net cash used in financing activities of approximately $0.4 million attributable to repayment of lease liabilities of approximately $0.3 million.

Bank Borrowing

We had bank borrowing obtained from a financial institution in Singapore, which bear annual interest at a fixed rate of 4.25% and are repayable in five years. As of March 31, 2025, 2024 and 2023, we had bank borrowing of approximately $0.1 million, $0.1 million and $0.2 million, respectively.

Dividends Paid

No dividend was declared or paid during the year ended March 31, 2025.

For the years ended March 31, 2024 and 2023, iO3 Singapore paid dividends of approximately $293,000 and $79,000, respectively.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2025, 2024 and 2023.

Capital Expenditures

For the years ended March 31, 2025, 2024 and 2023, we had capital expenditures of approximately $0.6 million, $0.5 million and $0.1 million, respectively. Our capital expenditures were mainly used for the purchase of property, equipment and intangible assets.

Lease Liabilities

Our lease liabilities consist primarily of finance lease liabilities and operating lease liabilities. We have entered into finance lease agreements to purchase the equipment used in our operation. We have also entered into operating lease agreements for office and warehouse. As of March 31, 2025, 2024 and 2023, we had lease liability of approximately $0.6 million, $0.7 million and $0.8 million, respectively. The following table sets forth our lease liabilities as of March 31, 2025, 2024 and 2023:

Net investment in sales-type leases

We have entered into sales-type lease agreements with our customers for sales of equipment. The lease terms are three to five years. Net investment in sales-type leases represents the sum of the present value of the future contractual lease payments from our customers.

As of March 31, 2025, 2024 and 2023, we had net investment in sales-type leases of approximately $0.5 million, $0.6 million and $0.4 million, respectively. The following table sets forth our net investment in sales-type leases as of March 31, 2025, 2024 and 2023:

Our net investment in sales-type leases decreased by approximately $0.1 million or 16.7%, from approximately $0.6 million as of March 31, 2024 to approximately $0.5 million as of March 31, 2025, mainly due to the repayment of lease receivable from customers. 

5.C. Research and Development, Patents and Licenses, etc.

See “Item 4. Information on the Company—B. Business Overview.”

5.D. Trend Information

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.

5.E. Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. The accounting estimates that require our most significant and subjective judgments have an impact on revenue recognition, the determination of lease, fair values assessment in relating to financial instruments and impairment of intangible and long-lived assets.

We evaluate our estimates and judgments on an ongoing basis. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results could differ from these estimates. The critical accounting policies and estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

Revenue Recognition

We recognize revenue in accordance with ASC 606 which follows a five-step model to recognize revenue consisting of identifying contracts with customers, the performance obligations promised in those contracts, determining and allocating the transaction price to the obligations, and recognizing revenue when the Company satisfies its obligations. Revenue is recognized when a customer obtains control of promised products and services. The amount of revenue recognized reflects the consideration which we expect to be entitled to receive in exchange for these products and services.

Contracts with customers may comprise multiple performance obligations and may have lease and/or non-lease components. The total contract consideration is allocated to the separate lease components and non-lease components, which represent distinct performance obligations, based on the relative estimated standalone selling price in accordance with ASC 606, Revenue Recognition. We generally determine standalone selling prices based on observable price of the goods and services (i.e., actual selling prices charged to customers). If the standalone selling price is not directly observable, it is estimated using appropriate data that reflects the amount of consideration that we expect to receive in exchange for transferring such goods or services to the customer (i.e., cost plus expected margin). Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgements relating to these assumptions and estimates may impact revenue recognition.

The timing of revenue recognition each performance obligation depends on the nature of transaction and service provided.

Satellite connectivity solution

The Company provide various type of satellite connectivity solution to our customers:

Monthly subscription fee is charged to customers for the satellite connection service in relating to the airtime, bandwidth subscription plan and value-added service subscribed. The revenue is recognized ratably over the period of the contract.

For satellite network equipment and devices, the Company assesses at contract inception whether it meet the criteria of lease. If the criteria are met, the revenue is recognized according to ASC 842, Leases (refer to the note in relating to lease below). The leased equipment is antenna and the connected devices.

If the criteria are not met, the revenue from the sales of satellite network equipment and devices are recognized upon the completion of installation and the transfer of control to the customer. The sales of satellite network equipment and devices including antenna, satellite phone, battery, wall charger, modem etc. The equipment is shipped and installed at the destination specified by the customer. As such, shipping and handling services are part of the performance obligation to deliver the equipment to customers and therefore the fee charged to the customers are included as part of the revenue from sales of satellite network equipment and devices.

Digitalization and other solutions

Leases

We assess at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non-cancellable period of each contract.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. We recognize lease expense or income for these leases on a straight-line basis over the lease term.

Our Company as a lessor

Other than outright sales, we also offer our customers to purchase the antenna and the connected devices through sales-type lease or operating lease arrangement.

At the commencement date, the lease payments are fixed payments. Lease payments do not include variable lease payments from our customers that do not depend on an index or a rate.

We classify a lease as a sales-type lease when the lease meets any of the following criteria:

Notwithstanding the above criteria, leases are classified as operating leases if they have variable lease payments that do not depend on an index or rate and if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss.

For a sales-type lease, at the lease commencement, net investment in the lease is recognized by the sum of the lease receivable and the unguaranteed residual asset. Lease receivable is the present values of the sum of lease payments and the guaranteed residual asset. We recognize all revenue and costs associated with the sales-type lease as revenue from leasing activities and cost of leasing activities upon delivery of the underlying asset to the customer. Interest income based on the implicit rate in the lease is recorded to finance income over time as customers are invoiced on a monthly basis.

All other leases are accounted for as operating leases wherein we recognize, at the commencement date, the lease payments as income in profit or loss over the lease term on a straight-line basis and we recognize variable lease payments as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payment are based occur.

We suspend recognition of sales-type lease revenue and operating lease revenue and place the account on non-accrual status when management determines that collection of future income is not probable (generally after 60 days past due). We resume recognition of revenue, and recognize previously suspended income, when we consider collection of remaining amounts to be probable. We write off interest earned but uncollected prior to the receivables being placed on non-accrual status through allowance for doubtful accounts when, in the judgment of management, we consider it to be uncollectible.

Our Company as a lessee

Leases are classified at the inception date as either a finance lease or an operating lease. While we offer our customers to purchase the antenna and the connected devices through lease arrangement, we also purchase some of our antenna through finance lease.

As the lessee, a lease is a finance lease if any of the following conditions exist:

Finance lease assets are presented separately on the consolidated balance sheet as finance lease right-of-use assets, and current and non-current portion of finance lease liabilities.

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. We leased our office and warehouse through operating lease arrangements. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We utilize a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, reduced by lease incentives and accrued rent. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

The accounting update also requires that for finance leases, a lessee recognizes interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

Net Investment in Sales-type Lease

A net investment in finance lease is recognized if a lease meets specific criteria under the sales-type lease (refer to lease accounting policy above for more information) at its inception. Upon commencement of the lease, the book value of the equipment is de-recognized and a net investment in finance lease is recognized in our Consolidated Balance Sheets based on the present value of fixed payments under the contract and the residual value of the underlying asset, discounted at the rate implicit in the lease. We recognize the difference between the book value of the equipment and the net investment in the lease in equipment sales in our Consolidated Statement of Operations. Interest income on our net investment in finance leases is recognized over the lease term in a manner that produces a constant rate of return on the net investment in the lease.

Intangible Assets

Software license consists of costs paid to third party for the right to use the licensed property and systems which was used as a base structure for JARVISS digital platform. It was initially recognized at cost and subsequently carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortization is calculated on a straight-line basis over its expected useful lives of 7 years.

We are currently developing a new maritime ERP software. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the technological feasibility stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. As of balance sheet date, the software is in progress of development and not amortized until it is ready for intended use.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the intangible asset, are recognized in profit or loss when the intangible asset is derecognized.

The intangible assets are tested annually for impairment.

Impairment of Long-lived Assets

We evaluated our long-lived assets, including fixed assets, intangible assets and right of use assets, for impairment. Whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, we evaluate the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, we recognize an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

Fair value measurement

We apply ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

During the reporting periods, we assessed the fair values of our financial instruments. The carrying values of the financial instruments included in current assets and liabilities approximate their fair values due to their short-term maturities. The carrying amount of long-term borrowings and account receivables approximates its fair value due to the fact that the related interest rates approximate market rates for similar debt instruments of comparable maturities.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Our significant accounting policies are fully described in the notes to the audited financial statements (refer to Note 2 in our consolidated financial statements for the years ended March 31, 2025, 2024 and 2023) included elsewhere in this report.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Senior Management

The following table sets forth certain information regarding our directors and executive officers.

Executive Officers and Employee Directors

Eng Chye Koh is our founder and has served as our Chairman and Chief Executive Officer since inception in August 2023. Mr. Koh founded iO3 Singapore, the operating subsidiary of the Company in February 2019 and continues to serve as the Chief Executive Officer of iO3 Singapore since February 2019. As our founder, Chief Executive Officer, and Chairman, Mr. Koh is responsible for leading the development of our short and long-term strategies. From June 2009 to January 2019, Mr. Koh served as the managing director of IEC Telecom Singapore Pte. Ltd., an international satellite service operator. From August 2004 to May 2009, Mr. Koh served as the business development manager of Devor Technologies Pte. Ltd., a telecommunications company. From June 2002 to July 2004, Mr. Koh was a sales engineer at W.H. Brennan & Co. Pte Ltd., a marine supply provider. Mr. Koh received his diploma in electronics from Temasek Polytechnic in Singapore.

Fui Chu Lo has served as our Chief Financial Officer since October 2023. Ms. Lo has been serving as the finance director of iO3 Singapore, the operating subsidiary of the Company since July 2023. Since September 2019, Ms. Lo has been an independent director and chairman of the audit committee of HealthBank Holdings Ltd. (SGX:40B), a Singapore-based investment holding company focused on property investment and facilities management services. Since July 1997, Ms. Lo has also been a director of Irasaba. Sdn. Bhd., an oil palm plantation management company. Ms. Lo joined the training for executive/CEO coaching in July 2023 and worked as a Chair/CEO Coach for Vistage Malaysia, a CEO membership organization focused on professional training and executive coaching. From June 2017 to October 2020, Ms. Lo served as a director of Bright Chemicals Pte. Ltd., a pharmaceutical product trading company. From April 2007 to March 2016, Ms. Lo served as the Chief Financial Officer and member of the board of directors at Sinotel Technologies Ltd., a wireless communications company. Ms. Lo completed her Association of Chartered Certified Accountants (“ACCA”) study in Systematic Business Training Centre in June 1992 and became a member of the ACCA in September 1998.

Joanna Hui Cheng Soh has served as our Chief Commercial Officer and director since October 2023. Ms. Soh has been serving as the Chief Commercial Officer of iO3 Singapore, the operating subsidiary of the Company since March 2021. From July 2017 to March 2021, Ms. Soh served as the sales director of the Maritime Division of Speedcast Singapore Pte. Ltd. (ASX:SDA), a satellite communication company. From June 2013 to June 2017, she served as a key account manager of Marlink Pte. Ltd., a satellite communication company. From January 2012 to May 2013, she was a sales manager at Inmarsat Solutions Pte. Ltd. (LON:ISAT). From March 2006 to December 2011, she was employed as a marketing communication manager at Stratos Pte. Ltd., a remote communications service provider. Ms. Soh holds a bachelor’s degree in business (management) from RMIT University in Melbourne, Australia.

Wei Meng See has served as our Chief Technology Officer since October 2023. Mr. See has been serving as the Chief Technology Officer of iO3 Singapore, the operating company of the Company since April 2022. From July 2019 to March 2022, Mr. See was a senior technical service manager at Survitec Group (Singapore) Pte. Ltd., a survival technology company. From June 2003 to June 2019, Mr. See served as a technical sales and service manager at W.H. Brennan & Co. Pte. Ltd., a marine supply provider. From January 1999 to May 2003, he was employed as a service engineer at Associated Technical Services Pte. Ltd., a telecommunications company. Mr. See received his bachelor’s degree in business from the Singapore University of Social Sciences.

Non-Employee Directors

Wai Man Raymond Cheung has served as our independent director since December 31, 2024. Mr. Cheung has been appointed as the chief executive officer of Basel Medical Group, a medical service provider with operations in Singapore, since July 2023. Mr. Cheung is the founder and has been the chief executive officer of CER Consultancy Pte. Ltd., a ESG consultancy company, since its inception in March 2023, where he is responsible for providing end-to-end solutions and advisory services for ESG and green projects in Asia. Mr. Cheung has also served as a portfolio manager at Lucerne Asset Management Pte. Ltd., a financial services company since June 2022, and the managing director of Alpha Consultancy Pte. Ltd., a financial services company since March 2021. Mr. Cheung is also the founder and has been the chief executive officer of Alpha Millenia Technology Pte. Ltd., a fintech company since its inception in September 2020. Mr. Cheung’s directorship experience with public companies includes serving as an independent director and chairman of the risk management committee as well as a member of the audit committee, remuneration committee and nominating committee for Beverly JCG Ltd. (SGX: VFP) from March 2019 to April 2024 and SDAI Limited (SGX: 5TI; previously known as Kitchen Culture Holdings Ltd.) from July 2023 to date, both of which are listed on the Singapore Stock Exchange. From January 2019 to August 2020, Mr. Cheung was the chief executive officer of Allcars Pte. Ltd., an e-motor platform technology company which he co-founded in January 2019. From February 2018 to December 2018, Mr. Cheung was the chief strategy officer of Symbo Platform Holdings Pte. Ltd., a digital insurance brokerage. From April 2016 to February 2018, Mr. Cheung was the regional head of insurance of Grab Holdings Inc (Nasdaq: GRAB), a multinational e-ride hailing company. From December 2013 to June 2014, Mr. Cheung was the chief risk officer and group head of compliance of Asia Capital Reinsurance Group Pte. Ltd., a reinsurance company. Mr. Cheung received his bachelor’s degree in business with a major in actuarial science from Nanyang Technological University in 2001. He is also an associate member of the Institute & Faculty of Actuaries in the United Kingdom and the Singapore Actuarial Society.

Ser Chiang Ng has served as our independent director since December 31, 2024. Mr. Ng has been employed as a partner of Elitaire Law LLP, an advocates and solicitors firm in Singapore since August 2010. Mr. Ng is also an independent director and chairman of the nominating committee and remuneration committee of HGH Holdings Limited, previously known as AA Group Holdings Limited, a company listed on the Singapore Stock Exchange (SGX: 5GZ) since June 2016. From February 2002 to July 2004, Mr. Ng was a managing partner of Hameed & Company, a law firm, and from July 2004 to August 2010, Mr. Ng was the sole proprietor of the same firm. Mr. Ng received his bachelor’s degree in law from the University of Wolverhampton in the United Kingdom and was admitted as an advocate and solicitor of the Supreme Court of Singapore in 2000.

Yuanting Zhang has served as our independent director since December 31, 2024. Mr. Zhang has been the assistant finance manager of CCL Design (Singapore) Pte. Ltd., a company engaged in the design and manufacture of printed, functional and decorative products for electronics, automotives and industrial sectors, since February 2019, where he is responsible for managing the day-to-day financial operations and conducting external and internal audit for the company. From March 2014 to February 2019, Mr. Zhang served as an accountant cum operation manager at AsiaPhos Ltd, a company engaged in the trading of phosphate chemical products and commodity products with its shares listed on the Singapore Stock Exchange (SGX: 5WV). From August 2012 to February 2014, Mr. Zhang was a senior audit associate of Verity Partners, a professional services firm, where he was responsible for performing audit assignments in various industries and preparing group consolidated accounts with subsidiaries overseas. Mr. Zhang received his diploma in petrochemical technologies from Lanzhou Petrochemical School, Sinopec Corp of China in the People’s Republic of China in 1998, and his bachelor’s degree in applied accounting from Oxford Brookes University in the United Kingdom in 2009. Mr. Zhang is also a member of the Institute of Singapore Chartered Accountants (ISCA) and a fellow member of the Association of Chartered Certified Accountants (ACCA).

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

6.B. Compensation

For the year ended March 31, 2025, iO3 Singapore paid approximately S$243,000 (approximately $181,000), S$182,000 (approximately $136,000), S$138,000 (approximately $102,000) and S$120,000 (approximately $89,000) in cash to our employee directors and executive officers — Eng Chye Koh, Joanna Hui Cheng Soh, Wei Meng See and Fui Chu Lo, respectively — as their compensation and benefits, including salaries, bonus and employer’s contribution to the Central Provident Fund, a mandatory social security scheme in Singapore funded by contributions from employers and employees.

Other than as disclosed above, for the year ended March 31, 2025, we did not set aside or accrued any amount to provide pension, retirement or other similar benefits to our employee directors and executive officers.

Employment Agreements

iO3 Cayman has entered into an employment agreement with each of our executive officers that are governed by the laws of Singapore. A copy of the form of such agreements has been filed as an exhibit to this Annual Report. The duration of such agreements is specified in a separate employment contract between the officer and iO3 Singapore (the “Singapore Agreement”), which provides that the Singapore Agreement will remain in force until terminated by either the Company or the officer in accordance with its terms. Unless otherwise provided in the Singapore Agreement, the employment may be terminated by iO3 Cayman at any time with or without cause, or by the officer, with one month’s prior written notice. Unless otherwise provided in the Singapore Agreement, iO3 Cayman shall pay to the officer (or his or her beneficiary in the event of his or her death) any base salary or other compensation earned but not paid to the officer prior to the effective date of such termination. All other benefits due to the officer following his or her termination of employment shall be determined in accordance with the plans, policies and practices of iO3 Cayman.

The officer agrees to dedicate substantially all of the officer’s working time and best efforts to the officer’s role with iO3 Cayman and to assign any intellectual property created (i) within the scope of the officer’s employment during the officer’s tenure, (ii) within 12 months after termination of employment if the intellectual property relates to the officer’s employment scope, and (iii) by using resources of iO3 Cayman during the officer’s tenure, to iO3 Cayman. The agreements also contain customary non-competition, non-solicitation, and confidentiality clauses. Each executive officer also represented to iO3 Cayman that when the employment agreement was executed, he or she was not in an employment relationship with any other entity or corporation and he or she had not executed any other non-competition agreement.

iO3 Cayman has entered into indemnification agreements with the directors and executive officers, pursuant to which it agreed to indemnify the directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. A copy of the form of the indemnification agreements has been filed as an exhibit to this Annual Report.

Directors’ Service Contracts

For the year ended March 31, 2025, we did not offer or pay non-employee directors any compensation for their services. In addition, directors who have also been our employees did not receive additional compensation for their service as a director during the year ended March 31, 2025.

However, we reimburse our directors for reasonable expenses incurred during the course of their performance, if any.

Outstanding Equity Awards at Fiscal Year-End

As of the date of this Annual Report, we have not yet adopted any incentive plans, cash incentive or performance-based compensation programs, and there were no outstanding equity awards to our directors or executive officers as of March 31, 2025.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

6.C. Board Practices

Composition of Board of Directors

Our board of directors consists of five directors, comprising two employee directors and three non-employee, independent directors. A director is not required to hold any shares in our Company to qualify to serve as a director. Subject to making appropriate disclosures to the board of directors in accordance with our Amended and Restated Memorandum and Articles of Association, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested, in voting in respect of any such matter, such director should take into account his or her director’s duties. A director may exercise all the powers of our Company to borrow money, mortgage its business, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our Company or of any third party.

Our board of directors has determined that none of our independent directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq.

Status as a Controlled Company and Foreign Private Issuer

As a “controlled company,” we are not required to comply with certain corporate governance requirements. Additionally, as a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance practices required by Nasdaq for domestic issuers. While we may voluntarily follow many of the corporate governance listing requirements of Nasdaq, we intend to follow certain home country corporate governance practices in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq Listing Rules. Following our home country governance practices may provide less protection than is accorded to investors under Nasdaq Listing Rules applicable to domestic issuers.

Specifically, the Company intends to follow the provisions of the laws of the Cayman Islands and its Amended and Restated Memorandum and Articles of Association in lieu of certain corporate governance requirements under the Nasdaq Listing Rules in the future: