As filed with the U.S. Securities and Exchange Commission on October 8, 2026.

Registration No. 333-297747

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 3

TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Tracx Logis Ltd.

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

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5A Toh Guan Road East, #06-03,
CWT Jurong East Logistics Centre,
Singapore, 608830
+65 6661 9100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

______________________________________________

vState Filings LLC

301 Mill Road Suite U-5

Hewlett, NY 11557

Tel: 718-569-2703

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐

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†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

Explanatory Note

This registration statement contains two prospectuses, as set forth below.

•        a public offering prospectus (the “Public Offering Prospectus”) to be used for the initial public offering of 1,500,000 ordinary shares of the Registrant through the underwriters named in the Underwriting section of the Public Offering Prospectus; and

•        a resale prospectus (the “Resale Prospectus”) to be used for the potential resale by the Resale Shareholders of an aggregate of 497,344 ordinary shares of the Registrant, which will not be underwritten or sold through the underwriters.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

•        they contain different outside and inside front covers;

•        the “Prospectus Summary — The Offering” section in the Public Offering Prospectus is removed and replaced with the Offering section on page Alt-1 of the Resale Prospectus;

•        they contain different Use of Proceeds sections;

•        a Resale Shareholders section is included in the Resale Prospectus beginning on page Alt-3 of the Resale Prospectus;

•        the “Capitalization” and “Dilution” sections in the Public Offering Prospectus are deleted from the Resale Prospectus;

•        references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;

•        the “Underwriting” section in the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt-4 of the Resale Prospectus;

•        the “Legal Matters” section in the Public Offering Prospectus is removed and replaced with the Legal Matters section on page Alt-6 of the Resale Prospectus; and

•        the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages (the “Alternate Pages”) to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus, except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Resale Shareholders.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion dated October 8, 2026

PRELIMINARY PROSPECTUS

1,500,000 ORDINARY SHARES

Tracx Logis Ltd.

ORDINARY SHARES

This is the initial public offering of Tracx Logis Ltd. We are offering 1,500,000 ordinary shares.

Prior to this offering, there has been no public market for our ordinary shares. We currently anticipate that the initial public offering price will be between $18.00 and $22.00 per ordinary share.

We have applied to list our ordinary shares on the Nasdaq Global Market under the symbol “TRCX”

In addition, we are registering an aggregate of 497,344 ordinary shares for resale by certain Resale Shareholders by means of the Resale Prospectus. The Resale Shareholders in the resale offering may not commence the resale of their shares pursuant to the Resale Prospectus until after our primary offering closes.

We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements.

Although we are a Singapore incorporated company and the majority of our operations are not in the PRC and Hong Kong, we are exposed to legal and operational risks associated with our operations in the PRC and Hong Kong. The PRC government has significant authority to exert influence on the ability of a company with operations in the PRC and Hong Kong, including us, to conduct its business, and may intervene with or influence our operations in the PRC and Hong Kong as the government deems appropriate to further regulatory, political and societal goals. Changes in China’s economic, political or social conditions or government policies could materially and adversely affect our business and results of operations in the PRC and Hong Kong. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released a set of regulations consisting of six documents, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, which came into effect on March 31, 2023 (collectively, the “Filing Measures”). Based on consultation with our PRC counsel, we believe we are not subject to filing requirements with the CSRC under the Filing Measures with respect to the issuance of our ordinary shares as of the date of this prospectus, because (i) none of the operating revenue, total profits, total assets, or net assets of our PRC subsidiaries in the most recent fiscal year has exceeded 50% of the relevant data in the audited consolidated financial statements of our company for the same period, (ii) the main aspects of our business activities are not carried out within the PRC and the primary locations of our business operations are not within the PRC, and (iii) the senior management responsible for our daily operations are not PRC citizens or habitually resident in the PRC. In addition, we believe our operations and this offering are not subject to review or prior approval by the Cyberspace Administration of China (the “CAC”). However, as the Filing Measures are relatively new, there exists uncertainty with respect to the further implementation and interpretation of the principle of “substance over form.” If we later find out that we and/or our PRC subsidiaries were to be required to obtain any permission or approval from or were required to complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under PRC law, we and/or our PRC subsidiaries may be fined or subject to other sanctions, and our PRC subsidiaries’ business and our reputation, financial condition, and results of operations may be materially and adversely affected. In addition, we face risks associated with the interpretation and application of PRC laws and regulations relating to anti-monopoly, cybersecurity, data privacy and data protection, and related regulatory actions and oversight. The PRC has recently made a number of public statements and initiated regulatory developments relating to cybersecurity, data privacy and anti-monopoly. As PRC laws and regulations in these areas are evolving, there remain uncertainties as to the interpretation, application and enforcement of existing and future laws, regulations, rules and implementation measures, including whether and how such laws, regulations and regulatory developments would apply to us, and the potential impact they will have on our daily business operation in the PRC, our ability to accept foreign investments, and our ability to offer or continue to offer securities to investors on a U.S. or other foreign securities exchange, and list or continue to maintain our listing on a U.S. or other foreign exchanges. Any such action or oversight, to the extent applicable to us and which cannot be addressed favorably

TABLE OF CONTENTS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the U.S. who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares and the distribution of this prospectus or any filed free writing prospectus outside of the U.S.

Until [    ], 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as the underwriter and with respect to its unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we may have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information. We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares.

For investors outside the United States: neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the “SFA”): The ordinary shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Except where the context otherwise requires and for purposes of this prospectus only:

•        “active customer” refers to a Tracx Logis customer that has transacted at least once on our platform in a given year.

•        “active Enterprise customer” refers to a KCI customer that has had at least one service provided under at least one invoice issued for freight forwarding, supply chain management or ancillary services in a given year.

•        “CAGR” refers to compound annual growth rate.

•        “China” refers to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan.

•        “D2C” refers to “direct-to-customer,” where a manufacturer or brand, markets, sells or distributes its products directly to an end customer without a selling agent or distributor.

•        “DPC” refers to Distribution Processing Center, where parcels for delivery are sorted by type, delivery jurisdiction and other criterion for further handling and shipping via sea, air or land transport.

•        “DSM” refers to our Delivery Sales Manager, which is an application and add-in enterprise resource program which allows delivery personnel to track, record and update delivery status for e-commerce merchants, allowing us and the various other distribution partners to track and report real time delivery status and parcel status updates for customers.

•        “e-Commerce Logistics” refers to our cross-border logistics services primarily offered to customers and merchants who sell goods on e-commerce, digital platforms or social media directly to consumers in core markets.

•        “Enterprise Logistics” refers to the business of facilitating freight forwarding and supply chain logistics needs of customers, directly and on an agency basis to multinational businesses and manufacturing companies as well as the provision of relevant ancillary services related to freight forwarding and supply chain logistics, including co-loading, shipment documentation and customs services, among others.

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

•        “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China.

•        “IMS” refers to our Inventory Management System, which allows us and our customers to monitor the status of inventory managed and stored at our DPCs and TLFCs. The system provides real time updates, a three dimensional view of inventory stored, notification alerts and automatic re-ordering functionality to efficiently manage customers’ inventory.

•        “JOBS Act” refers to the Jumpstart Our Business Startups Act of 2012.

•        “KCI” refers to KC International Holdings Limited (formerly Korchina Logistics Holdings Limited) incorporated under the laws of Hong Kong and its consolidated subsidiaries, an international freight forwarding and supply chain management services provider that provides Enterprise Logistics services. We acquired KCI on October 1, 2021. Korchina Logistics Holdings Limited was renamed KC International Holdings Limited in June 2022.

•        “Momoe Technologies” refers to Momoe Technologies Pvt. Ltd., a last-mile delivery platform in India that we acquired in November 2019. Momoe Technologies was renamed Qxpress India Pvt. Ltd. in 2022 and Tracx Logis India in 2025.

•        “PRC” refers to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region.

•        “Qoo10 Pte. Ltd.” or “Qoo10” refers to our former controlling shareholder, a company incorporated in the Republic of Singapore, which was primarily involved in the provision of a pan-Asian e-commerce platform particularly focused on customers and merchants in Singapore and Korea.

•        “Resale Prospectus” refers to a resale prospectus to be used for the potential resale by the Resale Shareholders of an aggregate of 497,344 ordinary shares of the Company, which will not be underwritten or sold through the underwriters.

•        “Resale Shareholders” refers to those shareholders who are selling our ordinary shares pursuant to the Resale Prospectus, namely, American Ventures LLC, Series XX Tracx Logis and American Ventures LLC, Series LV Tracx Logis, and each a “Resale Shareholder.” American Ventures LLC, Series XX Tracx Logis holds 2.5% of our issued ordinary shares prior to this offering and American Ventures LLC, Series LV Tracx Logis holds 0.6% of our issued ordinary shares prior to this offering. The ordinary shares registered for resale by the Resale Shareholders pursuant to the Resale Prospectus are not underwritten by the underwriters.

•        “Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002, as amended.

•        “SEC” refers to the Securities and Exchange Commission.

•        “TEU” refers to Twenty-foot Equivalent Unit which is a measure of volume used in the sea freight industry based on a standardized container size which is generally twenty-foot by 8 feet by 9 feet. Generally the maximum gross mass for dry cargo for one TEU is approximately 52,910 pounds, including the container weight.

•        “TLFC” refers to Tracx Logis Fulfillment Center, where products are picked, packed and packaged on behalf of our fulfillment customers.

•        “TLPS” refers to our Tracx Logis Logistics Processing System, a data and communications enterprise resource program developed in-house that provides a platform designed to easily aggregate, integrate and normalize a large array of disparate information from various participants in our logistics and distribution network and forms the backbone of our comprehensive suite of integrated, end-to-end cross-border logistics, distribution, storage and fulfillment services and is comprised of an order, inventory, warehouse, delivery and billing management modules.

•        “Tracx Logis,” “we,” “us,” “our,” “ours,” “our company,” and the “Company,” refer to Tracx Logis Ltd. and its consolidated subsidiaries and entities, unless otherwise specified or the context otherwise requires.

•         “United States” and “U.S.” refer to the United States of America.

•        “WMS” refers to our Tracx Logis Warehouse Management System, which provides integrated operational control over various functions at our DPCs and TLFCs to ensure an integrated platform for each site manager of a DPC and TLFC while also allowing our customers and business unit leaders to have an overview on operational metrics and status of systems and operations across the entire platform and network.

RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risks and uncertainties and all other information contained in this prospectus before investing in our ordinary shares. Our business, financial condition, results of operations and prospects could be adversely affected as a result of these risks. In that event, the market price of our ordinary shares could decline, and you could lose part or all of your investment. Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Risks Relating to Our Business and Industry

Macroeconomic factors, including increasing barriers to trade, inflation, geopolitical hostilities and other factors that reduce demand for our services across Asia or globally, could have a material adverse impact on our business.

We generate substantially all of our revenues from services provided to e-commerce-related brands, sellers, merchants and manufacturers throughout Asia as well as from international freight forwarding and logistics services provided to some of the largest multi-national companies throughout Asia. The logistics, distribution, fulfillment and freight forwarding services industry is highly dependent on prevailing macroeconomic conditions globally, and our business in particular is subject to the macroeconomic and business conditions in the major Asian countries, particularly, Singapore, Korea, Japan and the PRC, including Hong Kong. We believe that our revenues are strongly correlated with global GDP growth and consumer spending as well as consumer sentiment, which in turn is driven by growth in global GDP and overall growth in cross-border trade. Any economic slowdown leading to negative growth rates and rising unemployment and decreased consumer spending could have a material adverse effect on our business, financial condition and results of operations. Many of the factors that impact the growth of economies and consumer spending and sentiment are beyond our control, including fiscal and monetary policies as well the prevailing interest and inflation rates and commodity prices, which are subject to global macroeconomic conditions but also are driven by policy decisions within each country.

The high inflation rates recorded by most major economies globally in 2024 and 2025 and the resultant increase in interest rates by the central banks of the major industrialized nations to curb inflationary pressures have had the effect of reducing economic growth in many of the markets we serve. Although many global markets have throughout 2025 achieved reductions in inflation and many central or policy banks have begun to lower core interest rates, if periods of high inflation return, depressed consumer sentiment and general instability in global financial markets may persist, which would lead to a decrease in demand for our services.

In addition, given market volatility and macroeconomic conditions, including rising oil prices due to continued instability and conflict in the Middle East, including conflict between the United States and Iran, between Israel and its neighbors in the Gaza strip, Lebanon and Iran and Russia’s continued conflict with Ukraine, many central banks have paused their downward cycle of interest rate reductions, which may lead to further economic deterioration and decreased global trade, negatively impacting our financial results. In addition, the disruption in the supply of oil from the Middle East and the political uncertainty in South America, including Venezuela, have resulted in an increase in the overall market price of crude oil, which if not resolved in the short run, would have a material adverse impact on our cost of revenues.

Rising trade tensions, increased tariffs and rising barriers to trade will have a material adverse effect on our financial conditions and results of operations.

The US administration and major trading countries globally have implemented major tariffs and non-tariff barriers in response to bi-lateral and regional “tit-for-tat” rhetoric and tariff implementation ostensibly over trade imbalances between and among major trading countries. Initially targeted at the PRC by the United States, the trade conflict has broadened to include many trading nations and has particularly impacted countries in Asia that generally have a net trade with the United States. The imposition and or the threat of such new tariffs has had a significant negative impact on global trade volumes and has instilled great uncertainty in the global logics and supply chain sectors, in particular for the major exporting nations in Asia. These developments are no longer limited to the

United States and China and to date, the full ramifications of such proposals are unclear, although most companies servicing the trade industry (such as our company) have seen dramatic decreases in volume over certain periods in the past two years. These developments and uncertainty they cause make it difficult to plan and make investment decisions and our business will likely continue to be influenced by such developments, many of which are beyond our control.

The decrease in global trade volume and consumer spending due to sustained high tariff levels will result in demand destruction globally and negatively impact global GDP. In addition, any resulting recessionary pressures in global markets would also likely negatively impact demand in a material manner, which would have a material adverse impact on our business, financial condition, and results of operations. No assurance can be given that trade relations will improve or not deteriorate further as many countries seek to balance their domestic politics with the benefits of international trade. In addition, political conflict and tensions between and among countries in Asia may cause a material decrease in the volume of trade throughout our service area. Any increase of tariffs, including non-tariff barriers and rise in political conflict or tensions is likely to have a material adverse effect on our financial condition and results of operations.

In addition, global trade patterns and growth in cross-border trade in particular are subject to government policies and political conditions across countries and regionally. For example, recent changes in the U.S. and international trade policies towards the PRC, including the heightened trend towards trade, technology and supply chain diversification, have created an environment of decreased international business activity generally and led to delay of investments and build-up of inventory given the uncertainties in the global trade dynamics going forward.

There have been reports of countries seeking to enact laws that increase value added taxes, GST, customs taxes or related measures in order to address fiscal shortfalls in their domestic budgets. Any such actions, if enacted by one country would likely lead to the enactment by other countries of similar taxes, all of which would likely have a material adverse impact on the development and growth of cross-border e-commerce transactions in general, which, given our reliance on such transactions for our trading volumes, could have a material adverse effect on our business and results of operations.

Pandemics, global conflicts and other factors that impact consumer sentiment and demand and that negatively impact the price of transportation due to increased cost of input resources, such as oil and gas, will likely have a material adverse effect on our business and results of operations.

Global trade and international commerce may be adversely impacted by, among other things, the occurrence of natural disasters such as earthquakes, hurricanes and flooding as well as terrorist acts or the outbreak of diseases, epidemics or pandemics, including the severe acute respiratory syndrome, or SARS, in 2002, the Middle East Respiratory Syndrome, or MERS, in 2012 and most recently, the COVID-19 pandemic, which caused significant disruptions and distortions in the global economy, international travel and supply chains worldwide. Such events, epidemics or pandemics may cause significant disruptions in economic activity in the affected markets and cause significant decrease in the volume of trade and transport across countries resulting from decreased economic growth, dampened consumer sentiment and laws prohibiting the movement of persons and goods across borders due to lockdowns and stay at home orders. Transportation can also be limited as air and sea carriers take capacity off-line, limiting supply and increasing costs of delivery. Transportation carriers, such as ships and air cargo planes, may be subject to terrorist attacks, which would, among other things, increase the cost of transportation and potentially damage products being shipped.

In February 2022, Russia launched a military invasion of Ukraine which is still ongoing. In response, a coalition of nations and organizations, including the United States, the United Kingdom, the European Union, Korea and Japan, imposed wide-ranging economic sanctions against Russia, Russian companies and certain Russian individuals. We do not conduct any business in Russia or Ukraine. KCI has made shipments in the past to Russia in de minimis volumes, has not made any shipments in the past to Ukraine, and, as of 2024, has suspended all shipments to and from Russia and all nations that are restricted by the U.S. Department of Commerce.

Starting in February 2026, military strikes by the United States and Israel against Iranian targets, followed by retaliatory actions by Iran, significantly increased geopolitical tensions in the Middle East. In response, the Iranian Republican Guard is reported to have attacked various targets connected with US military resources in the Middle

East and has targeted Israel during such period. Additionally, the supply of crude oil globally has been severely hampered by the Iranian lock-down of the Strait of Hormuz. The situation remains volatile and unpredictable, and any further escalation could adversely affect global markets, commodity prices, supply chains and investor confidence. In particular, a long term disruption of oil supply, particularly the Strait of Hormuz will lead to increased energy prices, inflationary pressures and adverse macroeconomic conditions.

Although we do not provide shipping or logistics services to Iran, the resultant increase in oil and energy prices and the volatility inherent in such conflict may have a negative impact on our cost of revenues and impact global trade generally. The conflict in Russia and Iran and any other similar conflicts, and the potential imposition of sanctions, as well as the associated uncertainty, will likely have a global macroeconomic impact which include, for example, reduced liquidity in global capital markets, deteriorations of global consumer and business sentiment, increased inflationary pressures, including increases in the prices of commodities such as food, oil and gas, increased pressures on shipping and supply chains and depressed levels of global trade overall. Such developments are likely to have a material adverse effect on our business, financial condition and results of operations. We do not have a significant nexus to the conflict region, but we believe that such conflicts, especially as it relates to Russia or the Middle East would create uncertainty in the energy and oil and gas markets such that our cargo shipments and our cost for purchased freight would increase. However, since the beginning of this conflict, there has not been a material change in the market rates we are able to achieve generally for our cargo logistics services. No assurance can be given that the ongoing conflict, should it not be resolved in a relatively short period or should such conflict escalate, would not have a material adverse impact on our business, our financial condition and results of operations and prospects.

Significant or unexpected increases in freight and transportation costs may materially and adversely affect our business, financial condition and results of operations.

A significant portion of our cost of revenues are attributable to freight costs payable to sea, air and land transport companies for our cross-border transportation needs. Freight expenses were 72%, 85% and 87% of our total cost of revenues in 2024 and 2025 and the six months ended June 30, 2026, respectively. Freight and transportation costs are driven in part by fuel prices, both bunker fuel and jet fuel, and also impacted by port surcharges and handling costs as well as the general supply and demand conditions prevailing at the time of our contract for such transportation services, many of which factors are beyond our control. For our international freight forwarding business, we charge fees to our customers adjusting for increased transportation costs payable to third party carriers, but the volume of shipments that our customers choose to make may be negatively impacted by significant increases in transportation costs. For our e-Commerce Logistics business, we are not able to easily pass on freight cost increases to our customers in the short term and increases in freight-related costs have in the past had a significant negative impact on our gross margins. Although we do adjust cost of service from time to time based on prevailing market prices for cross-border transportation, given the low-value nature of the merchandise shipped and the discretionary nature of the transactions, any increases in shipping costs are likely to have a disproportionate impact on shipment volumes. The unexpected or significant rise in costs of transportation could have a material adverse effect on our financial results and results of operations.

Our business, results of operations and prospects are dependent on the development and growth of e-commerce platforms in Asia generally.

We generate a significant portion of our shipment volumes by serving the logistics, distribution, storage and fulfillment needs of brands, sellers, merchants and manufacturers that conduct business on various commerce platforms in Asia, such as Qoo10 Japan and Lazada in Singapore. As such, our business and prospects are highly dependent on the viability, prospects and growth of the e-commerce industry in Asia in general and in particular on cross-border e-commerce transaction volumes. We are also increasingly reliant on the growth of social media shops and D2C shopping and our ability to maintain and grow our presence and market share in such new and expanding channels of distribution will be critical to the growth and profitability of our business. The growth of the e-commerce market, and other digital commerce channels, is affected by a number of factors, most of which are beyond our control. These factors include, but are not limited to:

•        the growth of the middle class in the various markets we serve as well as the consumption power and disposable income of consumers;

•        the growth of the Internet and access to broadband and mobile Internet devices, such as mobile phones and tablets, also drive the growth of e-commerce transactions generally;

•        the development and growth of the e-commerce market, which requires an ecosystem of e-commerce platforms, sellers, merchants and influencers and logistics and distribution participants that can provide a reliable, safe and convenient shopping environment to consumers; and

•        the legal, financial and political background in Asia being conducive to the development of such markets.

Any laws or policies or trends in the marketplace that have the effect of placing barriers or other limitations on such growth factors will likely have a negative impact on the growth of the e-commerce and digital marketplace in general, which could have a material adverse effect on our business and prospects. For example, countries that have limited resources may limit the development or the roll-out of high-speed Internet to its residents and privacy or other policy considerations may result in increased regulation of Internet-related commerce transactions. The PRC has in the past announced significant policy changes relating to consumer protection, data privacy and anti-monopoly, and although the ultimate impact of these policies is not known, such developments may dampen the pace of growth of e-commerce and Internet-related activities in the PRC, and could have a material adverse effect on our financial condition and results of operations.

It is not clear how existing laws in the markets we serve governing issues such as property ownership, fair trade, sales tax, other taxes and consumer privacy apply to businesses conducted primarily over the Internet, as at the time these laws were adopted, they did not contemplate or address the unique issues raised by the modern-day Internet, e-commerce or m-commerce. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation or our business or result in proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our services, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations.

We are highly dependent on a limited number of e-commerce platforms for a significant portion of our e-commerce and related shipping volumes.

We had historically relied on a significant portion of our revenues and support from Qoo10, our former parent company. However, since our former parent’s liquidity crisis began in July 2024, we no longer rely on Qoo10 or its affiliates for any of our revenues and do not receive any business, operating or technology support from any of its affiliates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring”. For our e-Commerce Logistics business, we rely primarily on revenues from Qoo10 Japan, which is a wholly owned subsidiary of eBay, Inc. in Japan (“eBay Japan”) and from Lazada, a wholly owned subsidiary of Alibaba, a PRC based e-commerce platform. Revenues from these two platforms represented 60%, 47% and 57% of our e-Commerce Logistics revenues in 2024, 2025 and the six months ended June 30, 2026, respectively. While our revenues attributable to other platforms and social media stores increased in 2024, 2025 and the six months ended June 30, 2026, such revenues are not currently material. Our ability to grow our presence on other e-commerce and digital commerce platforms such as social media and D2C platforms will be critical to our future business prospects. Any adverse developments in the growth and development of eBay Japan or Lazada in Singapore, our inability to increase our shipments on these and other platforms or any disruptions in service or loss of customers by these platforms and others will likely have a material adverse effect on our shipment volume and may have an adverse effect on our financial condition and results of operations.

We must continue to increase the number of e-commerce platforms that integrate and offer our services on their marketplace in order to increase our customer base and volumes.

We believe that one of our competitive strengths is our tech-enabled platform that is easily integrated by e-commerce platforms and social media platforms and digital shopping enablers, such as Shopify and Café 24, to allow merchants and sellers and their brands, and manufacturers to use our services to meet their cross-border logistics, distribution, storage and fulfillment needs. We must, using our business development and technology resources, continue to reach out and add our service offerings to new e-commerce platforms in various channels in order to grow our business and mitigate our reliance on our historical e-commerce platform relationships. Our inability to add our service offerings on additional e-commerce platforms could have a material adverse effect on our

financial conditions, results of operations and prospects. We are currently approved as e-commerce logistics provider on 30 platforms as of June 30, 2026, an increase of 6 additional platforms since 2024. Our inability to increase our platform presence or grow volumes on such platforms will likely have a material adverse effect on our business and prospects.

We must continue to improve our integration with our existing and future e-commerce platforms.

We must continuously work with our existing and new e-commerce platforms, social media platforms and digital shipping enablers, to increase the level of integration between our and their platforms to increase speed and ease of use and provide automated processes in order to improve the customer experience, including handling returns and rejected shipments. If we are unable to resolve any integration issues or if we are unable to provide new and innovative features or improve processing speeds while lowering costs, such platforms would likely not offer our services on their platforms or recommend other service providers to their customers, all of which could have a material adverse effect on our business, results of operations and prospects.

We must continue to expand our customer base and customer engagement in order to create a virtuous cycle of expanded shipping volumes and geographic scope in order to improve our service and achieve cost efficiencies.

Our strategy to grow our customer base is multi-faceted and includes creating a “virtuous cycle” by increasing the number of e-commerce portals, social media platforms and digital e-commerce enablers we are integrated with, increasing our geographic network directly and through partners, expanding our fulfillment and distribution capacity as well as improving our technology and processes to increase volumes and ultimately lower costs while providing timely and effective service for all customers, small and large. In addition, as we build out our platform and our volumes reach a stable state of growth and scale, we intend to reach out through our business development and marketing teams to educate potential customers on our service offerings and price competitiveness. We cannot guarantee that such a virtuous cycle will emerge as a result of these efforts. Our ability to effectuate these strategies and plans are critical to the future growth of our business and any difficulties in doing so, or any execution issues or delays could have a material adverse effect on our financial condition, results of operation and prospects.

A part of our customer acquisition strategy involves reaching out to customers of KCI in order to help facilitate those customers who wish to participate in the e-commerce marketplace to sell directly to consumers. The business development and marketing process for such clients will require significantly more direct contact and outreach than under our existing business. We plan to expand our business development and marketing teams to market such services. Our business and results of operations will be adversely affected if we are unable to execute on this business strategy in an effective and timely manner.

Retaining and growing volumes with our base of existing customers is also essential to growing our business. As we seek to expand our customer base, we must also provide consistently high-quality service to our existing customers. Furthermore, we may not be able to continue to innovate or adapt to changing market and customer needs in a timely and cost-effective manner. A decline or loss of our existing customer base could have a material adverse effect on our financial condition, results of operation and prospects. A seamless customer service, including delivery times and proof of delivery notices, is critical to user experience and we must continue to improve such interface, including through the innovative use of smart technology and artificial intelligence to widen our services while decreasing our costs. Our inability to meet or exceed customer expectations in this area would likely have an adverse impact on our shipping volumes and our financial performance and prospects.

If we are unable to continue to innovate, and maintain our culture of innovation, our ability to sustain and grow our business may suffer.

Technology is critical to our integrated logistics platform and connecting our systems with those of our network participants. While we have continuously enhanced our proprietary technology infrastructure, we may not be able to continue to improve our technology infrastructure and develop new technologies to meet the future needs of our business. Our success depends on our ability to continue to innovate in terms of technology and process improvements as well as our ability to introduce solutions and services to meet evolving market trends and satisfy changing customer demands. We must continue to adapt such capabilities through innovation, investment in processes, adoption of big data analytics and artificial intelligence and protocols to improve efficiencies and lower costs. We may not be able to continue to innovate or adapt to changing market and customer needs in a timely and cost-effective manner, if at all. Failure to make such improvements on a continuous basis could cause us to lose current and potential customers and harm our results of operations and financial condition.

We expect that we will need to continue to increase spending on personnel and other resources in order to remain competitive and drive efficiencies to improve customer satisfaction and lower costs. No assurance can be given that we will be able to expend technology spending efficiently or that our spending will result in an improvement in our technology and processes to meet our goals.

We are highly reliant on our proprietary technology infrastructure in our business operations, and the inability of our technology and IT infrastructure to handle our growth and scale as well as maintain stability of operations would have a material adverse effect on our business and results of operations.

We are highly dependent on our technology platform, namely TLPS and Smart Cargo, being scalable and we must continue to develop our systems to maximize efficiencies as we grow our customer base and distribution network with additions of e-commerce partners, as well as additions of distribution and fulfillment partners globally. We must continue to invest in our IT infrastructure to ensure that our platform development activities are executed on a timely basis to ensure the seamless integration and connectivity across eco-system members remains stable and robust. We must continue to expand our service offerings, improve customer interface, and utilize technology to offer smart routing that chooses the lowest cost and highest quality service provider to handle our shipments. If we are unable to execute our business strategy on strengthening our technology capabilities and platform innovation in an effective and timely manner, or maintain, improve and effectively utilize our technology infrastructure or realize the expected results from our technology investments, our business, financial condition, results of operations and prospects, as well as our reputation, could be materially and adversely affected.

Any problem with the functionality and effectiveness of our software or platforms could also result in unanticipated system disruptions, slower response times, impaired user experiences, delays in reporting accurate operating and financial information and inefficient management of our systems. In addition, enhancing our technology infrastructure requires significant investments of time and financial and managerial resources, including recruiting and training new technology personnel, adding new hardware and updating software and strengthening research and development. Furthermore, any system updates or process improvements that we periodically introduce may be prone to error and cause system disruptions. The development time required for new solutions and updates to our platform involves a significant amount of time on research and development, including planning for the upgrades and enhancements with the business development team, coding and testing and cross-function run-throughs as well as preparing and providing instructions to our partners as a result of the upgrades and enhancements. If our technology investments, upgrades and structural updates are unsuccessful or inadequate to meet our customers’ needs and expectations, our business could suffer as well as our reputation and results of operations.

In addition, although we maintain a robust security and safety protocol with firewall, malware, virus detection and user protocols, as well as back up and redundancies, no assurance can be given that these protocols and safeguards will protect our systems and network at all times. We may be subject to hacking and other malicious acts to disrupt our services and our business. Any interruptions or disruptions to our technology infrastructure caused by telecommunications failures, computer viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our system could quickly impact the workflow across all or part of our network. We can provide no assurance that our current security systems and protocols will be sufficient to protect our systems from any third-party intrusions, viruses or hacker attacks, information or data theft or other similar activities. Any such occurrences could disrupt our services, damage our reputation and harm our results of operations.

Any deficiencies in the telecommunication and Internet infrastructure in countries in which we operate could impair the functioning of our technology systems and the operation of our business.

Our business depends on the performance and reliability of the telecommunication and Internet infrastructure in the countries in which we operate. The availability and reliability of our apps and other Internet portals, and those of the e-commerce platforms that offer our services, depends on the availability and reliability of telecommunications carriers and other third-party providers as well as telecommunications infrastructure in the localities where our customers access the Internet. Failures of such service providers or such infrastructure could hinder our ability to provide our services to our customers and our customers’ ability to access our services. We have experienced limited service interruptions in the past due to service interruptions at the underlying external telecommunications service providers, however, no assurance can be given that severe disruptions will not occur in the future. Frequent or prolonged service interruptions could frustrate customers and discourage them from using our services, which could cause us to lose customers and harm our operating results.

We must maintain a robust network of distribution and fulfillment partners in the various markets we serve and our inability to grow, maintain and integrate these partners will have a material adverse effect on our business. In addition, we face various risks associated with our distribution partners.

Our ability to provide seamless, timely and cost effective delivery solutions to our customers is dependent in large part on our network of distribution partners and their effective execution of their portion of the distribution process. Our distribution and fulfillment partners perform some of the more critical functions in our end-to-end cross-border logistics service and are often the customer facing point of our distribution network, for example, in the case of pick up services and last mile delivery services. We rely on the staff and employees of such partners to implement sufficient control over the pickup and delivery personnel in connection with their conduct, including proper collection and handling of parcels, adherence to customer privacy standards and timely delivery of parcels. The interests of our distribution partners may not be entirely aligned with ours at all times and the quality of service and timeliness of execution cannot always be controlled or guaranteed. Their performance directly affects our brand image. Any disruptions in delivery due to capacity constraints, labor shortage, equipment failure or accidents such as facility fires or natural disasters such as flooding would disrupt our ability to service our customers, damage our reputation and subject us to risk for damages and other adverse consequences.

We do not generally hold and have not in the past held equity or ownership interests and do not maintain oversight over the day-to-day operations of such partners. Although we conduct onboarding due diligence and review our partners’ performance periodically and for core markets in real time, our ultimate ability to manage our business relationships with partners is limited to contractual agreements. In addition, many of our partners sub-contract part of their business to other parties. Although in most cases consent is required for further sub-contracting, we have in the past generally consented, and such relationships may cause further deterioration in the quality of services rendered to our customers. We may not be able to manage our distribution partners as effectively as if we had full ownership of them or operated them directly, and in particular, we do not have any contractual relationship with the sub-contracted parties and are therefore unable to exert a significant degree of influence over them.

Although we have not recorded significant damage or theft from our distribution partners to date, if any such party does not properly train, manage or supervise their operational process and there is a rise in such activities, we may suffer financial losses, incur liabilities and suffer reputational damages before we are able to fully remediate these activities. We attempt to mitigate these activities through audits and training and work protocols for certain of our smaller and less well-established partners, however, we cannot monitor their activities on a daily basis and no assurance can be given that service quality will not suffer over time. As our core strategy entails our expanding on and further integrating with network partners in various markets that we service, any deficiencies in the choosing partners, as well as deficiencies and inability to monitor, train and ensure timely and effective delivery could have a material adverse effect on our reputation, business and results of operations and prospects.

To the extent necessitated by service and quality issues, suspension or termination of a distribution partner’s services in a particular geographic area may result in a significant interruption or failure of our services until we are able to replace such service. In addition, a distribution partner may suspend or terminate its services voluntarily or involuntarily with us due to various reasons, including a disagreement or dispute with us, failure to make a profit, failure to obtain requisite approvals, failure to maintain licenses or permits or to comply with other governmental regulations. We may not be able to promptly replace distribution partners or find alternative ways to provide services in a timely, reliable and cost-effective manner, or at all.

Finding and entering into a good working relationship with distribution partners is time consuming and expensive. As our growth strategy and our ability to broaden our geographic reach and offer a full set of services across markets requires us to continue to find, integrate and onboard partners in many markets we currently do not or cannot serve, our inability to find high quality service partners could have a material adverse effect on our ability implement our core strategy.

We face risks associated with loss, damage or liability from parcels handled and transported through our network.

We handle a large volume of parcels across our network, and face challenges with respect to the protection and inspection of these parcels. Parcels may be stolen, damaged or lost for various reasons, and we and/or our distribution partners may face actual or alleged liability for such incidents. Although we may have recourse against our partners for loss, damage or liability from parcels they handle, we are ultimately responsible for a parcel being safely delivered to its destination.

We may fail to detect unsafe or prohibited/restricted items, which is required of us as part of various agreements with air and sea carriers as well as by various import/export regulations. Failure to prevent prohibited or restricted items from entering our network may result in administrative or criminal penalties as well as civil liability for personal injury and property damage. Further, unsafe items processed and transported by us, such as flammables and explosives, toxic or corrosive items and radioactive materials, may damage other parcels, including those of third parties and cause injury to aircraft or ships or other property damage during transit as well as cause injury to delivery personnel or the ultimate recipient of the parcel.

We have a large number of vehicles and personnel involved in our transportation operations at all times, which subjects us to risks associated with transportation safety, including transportation related injuries and losses. For example, our vehicles and personnel may be involved in traffic accidents from time to time, resulting in personal injury and loss or damage to parcels carried by them. In addition, frictions or disputes may occasionally arise from the direct interaction of our personnel with parcel senders and recipients, which may result in personal injury or property damage if such incidents escalate. The insurance policies carried by us may not fully cover the damages caused by transportation related injuries or losses.

Any of the foregoing could disrupt our services, cause us to incur substantial expenses and divert the time and attention of our management. We and our distribution partners may face claims and incur significant liabilities if found liable or partially liable for any injuries, damages or losses. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. Government authorities may also impose significant fines on us or require us to adopt costly preventive measures. Furthermore, if our services are perceived to be unsafe by our end customers, e-commerce platforms and consumers, our business volume may be significantly reduced, and our business, financial condition and results of operations may be materially and adversely affected.

Failure to protect confidential information of our customers could damage our reputation and substantially harm our business and results of operations.

We have access to a large amount of customer information in our day-to-day operations, some of which may be confidential or protected under relevant data privacy laws. Each waybill or bill of lading contains the names, addresses, phone numbers and other contact information of the sender, invoiced party and recipient of a parcel. Each waybill or bill of lading displays the contents of a parcel. The proper use and protection of personal or confidential information is essential to maintaining customers’ trust in us and our services. Our TLPS system also processes and stores a significant amount of confidential information and data for the proper functioning of our partner network. Security breaches and hacker attacks on our system might result in a compromise to the technology that we use to protect confidential information or may disrupt our services. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities, from illegally obtaining confidential information in our possession. Such individuals or entities may engage in various other illegal activities using such information and any leakage may lead to customer dissatisfaction and decrease in business with us and may lead to regulatory oversight or penalties.

Further, as parcels move through our network from pickup to delivery, a large number of personnel handle the flow of parcels and have access to certain customer data and information. Although we limit the use and dissemination of data to only relevant persons and parties, some of these personnel may misappropriate the confidential information despite the security policies and measures we have implemented. In addition, most of the delivery and pickup personnel are not our direct employees, which makes it more difficult for us to implement sufficient and effective controls over them.

Practices regarding the collection, use, storage, transmission and security of personal information have recently come under increased public scrutiny in various jurisdictions. For example, in Korea, there has been reported leakage of customer sensitive information by major companies leading to imposition of penalties and customer attrition. In the future, there may be new laws and regulations regulating the solicitation, collection, processing or use of personal or consumer information in jurisdictions in which we operate. Compliance with such new laws and regulations could affect how we collect, store and process the information and require significant capital and other resources. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations could cause our customers to lose trust in us and our services. Any perception that the privacy of information is unsafe or vulnerable when using our services could damage our reputation and substantially harm our business.

Any service disruptions experienced at our and our partner’s facilities may adversely affect our business operations.

Our daily operations rely heavily on the orderly and uninterrupted processing of parcels and goods at our DPCs and TLFCs as well as the distribution and fulfillment centers of our distribution partners. Any service disruption at these facilities due to natural disasters, accidents, capacity issues, labor stoppages or other unforeseen reasons, would severely impact our ability to service our customers in a timely manner and may cause damage or loss to parcels entrusted to us. The outbreak of a pandemic, such as the outbreak of COVID-19, may also cause a significant disruption to our business due to lockdowns or due to government mandates for working conditions that limit our ability to process parcels at capacity or at all. Any of the foregoing events may result in significant operational interruptions and slowdowns, customer complaints and reputational damage and could have a material adverse effect on our results of operations and prospects.

Our cross-border logistics and fulfillment business is impacted by seasonality factors resulting from consumer spending characteristics globally and in Asia in particular.

Our cross-border logistics and fulfillment business is affected by seasonality experienced in the consumer retail and international logistics industries globally, and in particular in Asia. We normally see seasonal increase in volume of shipments both for parcels in connection with e-commerce related sales and shipments and for bulk freight forwarding and enterprise level freight forwarding and supply chain management in the fourth quarter of each year with lower volume of shipments being recorded generally in the first quarter of each year. Seasonality is driven by consumer spending during the fourth quarter for holidays, such as Christmas and autumn festival and is also driven by promotion events in the fourth quarter that originally started in the PRC and the United States, but have become ubiquitous throughout Asia, such as the Singles Day in the PRC and Black Friday promotions in the United States. The first quarter of each year is characterized by lower trade and volumes as a result of long public holidays in Asia, such as the new year holidays as well as the Chinese or lunar new year’s public holidays.

We make planning and spending decisions, including capacity expansion, procurement commitments, personnel needs and other resource requirements based on our estimates of customer demand. Seasonality affects our ability to forecast demand for our services, as express, freight, distribution management and online sales volumes can vary significantly and unexpectedly and may lead to disruptions in some or all parts of our distribution network. In addition, given the high volume of traffic for cross-border transport, the availability of sea and air freight may be more haphazard and costs are generally higher during such period. In addition, during peak periods in the fourth quarter availability of qualified personnel for fulfillment activities at our and our partners’ storage and fulfillment facilities are particularly challenging. In addition, pick up and last mile delivery functions operate at full capacity due to increased volumes. Any disruptions in service as a result of our inability to plan properly for such peaks in demand due to the unavailability of sea or air transport capacity or disruptions at our or our partners’ distribution or fulfillment centers and last mile delivery network due to lack of staff, equipment failures or others, may lead to non-completion, delays or damage to our deliveries, all of which would have a material adverse effect on our business, our reputation and our financial results.

Although our business development and strategy team makes planning and spending decisions based on our forecast for expanded demand such as hiring seasonal workers and expanding capacity at our DPC or TLFCs, any significant errors in projections regarding future demand would likely cause disruptions to our business and operations.

We face intense competition, which may adversely affect our results of operations and market share.

Competition in the cross-border logistics and fulfillment business is extremely high. Although the cross-border e-commerce focused logistics, distribution and fulfillment market is fragmented and is in its early stages of development, there are a wide array of large and small, niche competitors that currently compete with us, particularly in Asia, where we have experienced strong price competition from Chinese competitors. Our extensive service solutions encompass a wide range of operational areas, and as a result we may compete with a broad range of companies, including logistics and distribution management service providers, supply chain management service providers, express and freight delivery service providers, express mailing services provided by local postal service for logistics services and other logistics brokers. We compete based primarily on cost and timeliness of delivery, but also compete on other factors such as service quality, operational capacity, in-transit delivery analytics and comprehensiveness of service as well as user experience and geographic coverage, among others.

Our international freight forwarding business that we operate through KCI is also subject to intense competition. Certain of our current and potential competitors, as well as international logistics operators with presence in the PRC, may have significantly greater resources, longer operating histories, larger customer bases and greater brand recognition than us or KCI.

Certain of our current and potential competitors may have significantly greater resources, longer operating histories, larger customer bases and greater brand recognition and a stronger technology platform than us. Other current and potential competitors may be acquired by, receive investment from, or enter into strategic relationships with, established and well-financed companies or investors which would help enhance their competitiveness. There may also be a consolidation among our competitors creating stronger and more well-financed and managed competitors that currently do not exist. Moreover, competitors may adopt more aggressive pricing policies or devote greater resources to marketing and promotional campaigns than us. We may not be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations. Furthermore, as we diversify our service offering and further expand our customer base, we may face competition from existing or new players in new sectors we choose to enter. In particular, we or our distribution partners may face competition from existing or new last-mile delivery service providers which may expand their service offerings to include express delivery or adopt a business model disruptive to our business and compete with our distribution partners for delivery personnel. Similarly, existing players in an adjacent or sub-markets may choose to leverage their existing infrastructure and expand their services to serve our customers. If these players succeed in doing so, our market share may suffer and our business and financial performance may be significantly and adversely affected.

In addition, if some e-commerce platforms or larger customers, brands or sellers choose to build or further develop their respective in-house delivery capabilities to serve their logistics and fulfillment needs directly our volume may be negatively impacted.

Although we are an asset light logistics company, we have strategic facilities and must develop new facilities on a timely basis as customers needs dictate.

We maintain a limited amount of directly leased facilities, relying on those of our partners and virtual warehouses, that service as our DPCs and TLFCs in strategic locations. Where we do maintain property, we generally have terms from three to seven years, with renewal terms at market escalation rates. In the past, we have experienced significant under-utilization of our capacity as a result of poor management decisions in taking on new capacity and also faced sub-optimal utilization rates due to intense competition in certain markets and over-expansion and capital expenditures by competitors in the various markets we serve. Although we expect to be able to identify new facilities and extend or renew existing facilities on market terms, the availability of storage and fulfillment facilities are subject to supply and demand factors prevalent in each of the strategic markets we operate in. No assurance can be given that we will be able to negotiate terms that are favorable or in-line with market terms or that we will be able to retain capacity in locations and volume that we need to service our customers. Moreover, our leasehold rights are subject to compliance by the relevant landlords with local laws and regulations and other factors which may be beyond our control, and any non-compliance by the relevant landlords may disrupt our use of such properties.

In addition, we need to make planning and spending decisions well in advance of commencing operations with a new DPC or TLFC, which involves finding, negotiating and building out the facility to meet our customers’ processing requirements. Equipment purchases require significant lead time and personnel must be engaged in order to commence operations. Our facilities team works with our business development team to come up with quarterly and annual estimates and projections and with our strategic planning team sets out a detained plan for expansion, closure and decrease in capacity depending on our forecast of future business. No assurance can be given that our forecasts and planning will accurately meet the needs of our customers or that we will not, as we have in the past, experience under-utilization of leased facilities or commitments and any miscalculation or error may have a material adverse effect on our ability to service our customers or meet our financial targets and achieve our business objectives, which could have a material adverse effect on our business, results of operations and prospects.

Any difficulties in identifying, consummating and integrating acquisitions, investments or alliances may limit our growth strategy and expose us to potential risks and have an adverse effect on our business, results of operations or financial condition.

We have in the past made and may in the future seek to make acquisitions and investments and enter into strategic alliances to further expand and grow our business. For example, we acquired Momoe Technologies, our subsidiary in India, in 2019 in order to expand our distribution, fulfillment and last mile capabilities in major markets in India, and also acquired KCI in 2021 in order to expand our international freight forwarding business, geographic network and further strengthen our market position and lower costs.

We will continue to seek out acquisition, investment and partnership targets in our core markets and businesses and will seek to execute transactions that we believe are accretive to our business strategy and model. While we will be prudent in the cost and valuation of such companies, given the rapid change and speed of growth in the various markets we seek to serve, acquisitions and investments may be the most cost effective and speedy manner of implementing and realizing our vision and goals. No assurance can be given that we will be able to identify, negotiate and acquire or invest in quality companies that meet our strategic needs or that if we do, that we will be able to integrate such companies and investments so that we realize the synergies and growth we forecasted and predicted at the time of such transactions. Moreover, the search for investment and acquisition opportunities, the negotiation and the ultimate integration of any acquired businesses of investments into our operations is likely to require significant attention from our management which may divert our management’s attention from managing our existing business. Also, as we expect to continue to use cash in our operations for the foreseeable and given our history of net losses, we will likely need to seek acquisition financing from third party sources of capital or obtain acquisition debt financing, or increase additional equity financings that may be dilutive to existing shareholders in order to execute such transactions. No assurance can be given that we will be successful in obtaining the funds to make the acquisitions we identify on terms that are reasonable, or at all.

Our possible future acquisitions, investments or strategic alliances may also expose us to other potential risks, including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our inability to generate sufficient revenue to offset the costs, expenses of acquisitions and potential loss of, or harm to, relationships with employees and customers as a result of our integration of new businesses. In addition, we may recognize impairment losses on goodwill arising from our acquisitions. The occurrence of any of these events could have a material and adverse effect on our ability to manage our business, our financial condition and our results of operations.

Our subsidiary, KCI, has a concentration of customers and vendors and any adverse development, including decreased volumes or termination or suspension of relations with any major customer or vendor could have a material adverse effect on our consolidated results of operations and prospects.

Historically, KCI has experienced a concentration of customers. For example, KCI’s top five largest customers contributed 19% of KCI’s total revenue for the year ended December 31, 2025. Although KCI has diversified its customer base over the years, its reliance on its largest customers will likely persist for the foreseeable future. Although KCI considers its relationship with its top customers to be good, no assurance can be given that future failures of service or other factors, including competition, will not result in decreased revenues from such key customers. KCI generally bids for annual contracts with its key customers and while contracts with its key customers have been renewed annually, no assurance can be given that key contracts will continue to be renewed. In addition, although key customers provide annual, quarterly and other estimates for shipment volumes, there are no fixed volume or minimum volume or shipment guarantees for such contracts. Also, although KCI has been able to adjust fees based on market conditions from time to time, the rates charged for its largest customers is generally lower than those of its smaller customers, given the volume of shipments attributable to such customers. KCI’s pricing power with such large customers may be more limited. Any loss of or material reduction in volume from a major customer could have material adverse effect on our consolidated results of operations and business. In addition, KCI is reliant upon a few key agents which provide access to shipping and freight volumes for their key customers. Any deterioration of relationships between such agents and their customers would adversely affect our business and our financial results. Because the ultimate shippers are relying on the agents to handle all aspects of their freight forwarding and supply chain needs, we are not able to approach or attempt to take on such shippers or customers directly.

In addition to a concentrated customer base, KCI relies on relatively few airlines and sea carriers with which it believes it has stable business relationships for the movement of goods and has experienced competitive rates and other commercial terms. However, no assurance can be given that KCI will continue to be able to get low fares and access to capacity on cargo planes and cargo ships to meet its customers’ demands. The cross-border freight and shipping business is highly volatile and subject to significant volatility and capacity restraints, from time to time, especially during periods of high seasonal use or during times of global economic growth or shocks, as was the case with the COVID-19 pandemic. Also, the air cargo and sea cargo industries are subject to significant volatility due to frequent bankruptcies, reorganizations, mergers and other consolidations, and we cannot guarantee that these relationships will continue as has been the case historically. Bankruptcies and consolidations may result in the loss of key routes and higher prices and may cause KCI to lose its bargaining power with certain routes and certain carriers. Loss of capacity as well as increases in cost from the occurrence of any such events is likely to have a material adverse effect on our results of operations and prospects.

In addition, payment terms generally require KCI to pay its vendors prior to its receipt of the corresponding fee from its customers, which may result in mismatches between the timing of KCI’s cash needs and the timing of KCI’s cash inflows. Further, if any such customers were to become distressed or otherwise encounter financial difficulties, KCI may have difficulties collecting these amounts, which could negatively impact our cash flows, which in turn could harm our business.

We have a history of net losses, which may continue in the foreseeable future and may raise substantial doubt about our ability to continue as a going concern.

We incurred net losses of S$52.3 million, S$1.7 million (US$1.3 million) and S$47.3 million (US$36.6 million) in 2024, 2025 and six months ended June 30, 2026, respectively. Our significant net loss in 2024 was due to lower revenue, one-time bad debt expense related to receivables and loans due from Qoo10, our former parent company and its affiliates, and impairment losses on right-of-use assets, property, plant and equipment, and intangible assets, in each case, due to the Qoo10-related events. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring”. Our net loss in 2025 was attributable to (i) a decline in sales and volumes, which reduced our contribution margin in absolute terms and resulted in negative operating income notwithstanding an improvement from the prior year, and (ii) higher net interest expense primarily related to debt financing through convertible notes. We also had net cash flows used in operating activities of S$16.2 million in 2024, S$20.7 million (US$16.0 million) in 2025 and S$6.4 million (US$5.0 million) for the six months ended June 30, 2026. We expect to continue to incur operating and net losses in the near term as we build out our platform to grow our business and continue to implement our strategic growth plans. We had net current liabilities of S$254.2 million (US$196.4 million), S$211.8 million (US$163.7 million) and S$215.0 million as of June 30, 2026, December 31, 2025 and 2024, respectively, primarily due to the issuances of convertible notes that are classified as current liabilities as they are convertible into equity within a year from the fiscal year ended December 31, 2025 and the six months ended June 30, 2026. On September 4, 2026, all of the convertible notes outstanding as of such date (including accrued interest on such convertible notes) have been converted into 11,819,032 ordinary shares at US$15.00 per share.

The report from our independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024 includes an explanatory paragraph stating that the Group has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These factors raise substantial doubt about our ability to continue as a going concern. While we believe that based on our current operating plan, our existing cash equivalents and short-term financial assets, together with anticipated net proceeds from this offering, will be sufficient to fund our operations and capital expenditure requirements for at least the next 12 months, there can be no assurance that we will be able to successfully execute our business plans. Furthermore, due to the Qoo10 Liquidity Issue Related Events (as defined below) and the ongoing negative market conditions for the logistics, freight forwarding and supply chain industry in 2025 and 2026, we expect shipment volumes in both our e-Commerce Logistics and Enterprise Logistics services will continue to be challenged through at least the end of 2026. As a result, we may experience declining revenue and continue to incur operating and net losses at least in the near term.

Our ability to achieve and maintain profitability depends on our ability to leverage our infrastructure and investments to increase scale through increased number of customers and through increased volume of shipments across geographic borders. We must execute on our strategic initiatives and continue to achieve operational efficiencies and lower costs for our customers. No assurance can be given that we will be able to leverage our technology and business model to expand and enhance our service offerings and increase our operational efficiency.

Our ability to achieve and maintain profitability is also affected by many factors which may be beyond our control, such as the overall demand for cross-border logistics services and general economic conditions, including growth in consumption and growth in cross-border trade, in particular on e-commerce platforms. If we are unable to achieve profitability in the near future, we may have to decrease spending, limit our capital expenditures and reduce staff and operations to conserve cash flow, which in the aggregate will limit our ability to execute on our strategy and business plan and grow our revenues and profits.

We may not be able to obtain sufficient capital to fund our business expansion.

We expect that the execution of our business strategy will require substantial amounts of additional capital. We have incurred substantial costs to launch and ramp-up new service offerings as well as to expand geographically and we may not be able to recover such costs unless we are able to successfully leverage our investments through the execution of our business strategy to grow our business. We intend to use the proceeds of this offering for the expansion and technological enhancement of our core e-Commerce and logistics platforms, routine maintenance capital expenditures across our regional fulfillment centers, and general corporate purposes, which may include potential opportunistic strategic investments or acquisitions, although we have not identified any specific investments or acquisition opportunities at this time. We may be required to further access the equity capital markets or pursue debt or other types of financings to fund future investments and spending. The continued improvement and upgrade of our service network and offering will require substantial investments, such as purchasing equipment, funding leasehold improvements at our DPCs and TLFCs and the hiring of new personnel both in our technology-related teams as well as increased administrative and finance personnel to meet the increased demands from our growing business. In addition, we will need to have capital to execute on our strategic investment and acquisition plans, from to time as opportunities present.

We have historically funded our operations by issuance of equity, including preferred shares and convertible notes, and short-term bank borrowings. There can be no assurance that we will be able to generate sufficient cash from our operations to fund our capital requirements or raise additional funds through equity or debt financings on satisfactory terms or at all, in which case we may be required to prioritize projects or curtail capital expenditures, and our results of operations could be adversely affected. Debt financings may contain restrictive covenants that could limit our future capital raising activities and other financial and operational initiatives and we may be subject to default on such obligations. In addition, additional issuance of equity or equity-linked securities may cause further significant dilution of our existing shareholders.

We may not be able to attract and retain key executives and other qualified and skilled employees needed to support our business.

We believe our success depends on the efforts, effectiveness and talent of our employees, including research and development, distribution management, operations, risk management, finance and sales and marketing personnel. Our future success depends on our continued ability to attract, develop, motivate and retain key executives and other qualified and skilled employees. Competition for highly skilled personnel is extremely intense, especially in the technology and logistics field. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. We also need to establish and maintain strong succession planning for key executive and managerial positions to minimize the risk of disruption in our operations.

In addition, certain aspects of our business are labor intensive, in particular, storage, fulfillment and delivery. The availability of warehouse, fulfillment and delivery staff is significantly limited across all of the countries that we service given the growth in e-commerce volumes, and although we and our partners have not experienced shortages resulting in stoppages or disruption of service, we have witnessed a tightening in general of the labor markets as it relates to this workforce. We and our partners must hire and retain a significant number of personnel to meet the growing volume of transactions and also prepare for and accommodate increased volumes during peak delivery periods. See “— Our cross-border logistics and fulfillment business is impacted by seasonality factors resulting from consumer spending characteristics globally and in Asia in particular.” If we are unable to hire, retain, train and deploy labor for such activities, we may not be able to meet our growth plans which would have a negative impact on our reputation and our business. We expect that competition for labor for such functions will grow significantly over the foreseeable future requiring us to pay higher wages and benefits and provide other incentives which, if not compensated from higher fees charged to our customers, will have a material adverse effect on our operating margins and profitability.

Although none of our employees is represented by labor unions, industrial action or other labor unrest directed against us or our distributions partners, or against important infrastructure such as terminal operators and freight carriers, could directly or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to delays in satisfying our customers’ deliveries and decreases in our revenue. Although neither we nor our partners have been subject to any work stoppage action or collective labor activities or incidents, these actions are impossible for us to predict or control. No assurance can be given that labor activities, especially in the labor-intensive areas of our business will not cause future disruptions or stoppages, which would, if material and for prolonged periods of time, have a material adverse effect on our business, financial condition and results of operations.

The nature of our business, which requires operations and branches in multiple jurisdictions, involves various risks related to such international operations, including addressing various legal, regulatory, economic, and operational challenges. These risks could materially and adversely affect our business, financial condition and results of operations.

Given the nature of our business, we are subject to various laws and regulations in each jurisdiction in which we operate. We also face transactional and translation-related foreign exchange risk, political and economic risks in various countries and regions, and cultural and language barriers across countries. Our inability to keep abreast of all laws and regulations, including tax, employment, industry-specific and other applicable regulations could result in fines, penalties and/or business interruptions. Also, because we operate in multiple currencies, fluctuations in exchange rates across such currencies against the Singapore dollar or the United States dollar may have a negative impact on our financial results. Political and economic policies and conditions differ across regions and countries, and we must ensure that we are well positioned to strategically operate in changing political and economic conditions.

Our business is acutely subject to such risks given that a significant portion of our business relies on cross-border transportation of goods on a reliable and cost-effective basis. Such multi-jurisdictional operations present to us significant operational challenges, requiring us to manage differences in labor laws, workforce management practices, and management of staff across multiple jurisdictions. Managing staff across multiple jurisdictions requires implementing proper incentives, performance evaluations and robust internal controls to monitor fraud and other illicit behaviors. Inadequate oversight could expose us to financial and reputational risks. For example, we have discovered instances of embezzlement and misappropriation by employees in foreign subsidiaries due to weaknesses in internal controls, which to date have not had any material adverse effect on our business or our financial results. No assurance can be given that the impact will not be material if such incidents were to occur in the future. While we have implemented various remediation measures to address such deficiencies, including by conducting thorough investigations of such incidents, enhancing controls and segregation of duties, as well as providing educational programs and emphasizing our code of ethics, no assurance can be given that these remediation measures will effectively guard against any such acts in the future. In addition to the prevention and detection of fraud, we must be vigilant in ensuring that we maintain our treasury and approval functions to ensure that unauthorized financial transactions do not occur. Any such events, in addition to us having to potentially restate our audited financial statements, may lead to litigation, fines and other penalties in various jurisdictions.

We have limited ability to protect our intellectual property rights, including our brand and our proprietary information technology platform, and unauthorized parties may infringe upon or misappropriate our intellectual property.

Our success depends in part upon our proprietary technology infrastructure, including certain methodologies, practices, tools and technical expertise we utilize in designing, developing, implementing and maintaining applications and processes used in providing our services. We rely on a combination of trademark, trade secrets and other intellectual property protections, confidentiality agreements with our key personnel, customers and other relevant persons and other measures to protect our intellectual property, including our brand and our proprietary technology infrastructure. Nevertheless, it may be possible for third parties to obtain and use our intellectual property without authorization. The unauthorized use of intellectual property is common in certain Asian countries and enforcement of intellectual property rights by regulatory agencies may not be as consistent as in more developed countries. As a result, litigation may be necessary to enforce our intellectual property rights. Litigation could result in substantial costs and diversion of our management’s attention and resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. There is no guarantee that we would be able to halt any unauthorized use of our intellectual property through litigation.

Our failure or alleged failure to comply with the anti-corruption laws of the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act, could result in penalties, which could harm our reputation and have an adverse effect on our business, results of operations and financial condition.

We are subject to applicable laws and regulations related to anti-corruption, which prohibit bribery to government agencies, state or government-owned or controlled enterprises or entities, to government officials or officials that work for state or government-owned enterprises or entities, as well as bribery to non-government entities or individuals. Upon the completion of this offering, we will also be subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits companies and any individuals or entities acting on their behalf from offering or making improper payments or providing benefits to foreign officials for the purpose of obtaining or keeping business, along with various other anti-corruption laws. We have adopted policies and procedures designed to prohibit any such conduct and we continually refine and update our policies and procedures to keep up with business and regulatory developments. There is, however, no assurance that such policies or procedures will work effectively all the time or protect us against liability under the FCPA or other anti-corruption laws. There is no assurance that our employees would always obey our policies and procedures. Further, there is uncertainty in connection with the implementation of applicable anti-corruption laws. We could be held liable for actions taken by our employees, our distribution partners and other third parties with respect to our business or any businesses that we may acquire. If we are found not to be in compliance with applicable anti-corruption laws, the FCPA and other applicable anti-corruption laws, we may be subject to criminal, administrative, and civil penalties and other remedial measures, which could have an adverse impact on our business, results of operations and financial condition. Any investigation of any potential violations of the FCPA or other anti-corruption laws by the U.S. or foreign authorities, could adversely impact our reputation, cause us to lose customer relationships and lead to other adverse impacts on our business, results of operations and financial condition.

We are subject to risks in doing business internationally, including being subject to numerous and complex legal and regulatory regimes.

We provide inbound and outbound cross-border shipping and logistics services in numerous countries and plan to continue to expand our footprint internationally as part of our growth strategy. We currently have operations across North Asia, including the PRC and Hong Kong, Southeast Asia, India and Europe. We have in the past had an active presence in the United States and expect to expand our business in the United States and North America generally, and open additional international facilities and hire employees to work at these offices in order to reach new customers and expand the reach of our service network. Expansion into new markets requires significant resources, management attention and increased legal compliance costs and subjects us to regulatory, economic and political risks. In addition, we must offer customer service in various languages, cater to local cultures, adapt and localize our service offerings for specific countries, appropriately price our products and services and work with overseas merchants, partners and other third parties, such as local transportation service providers. We are also subject to general risks inherent in international operations, such as fluctuations in exchange rates, changes in trade policies, tariff regulations, embargoes and customs clearances, or other trade restrictions, as well political or social unrest or economic instability in regions in which we operate.

We must comply with laws and regulations in the jurisdictions in which we operate, particularly in the areas of import/export of goods across borders, freight forwarding, customs clearance, tax and trade, foreign exchange control and offshore borrowing, among others. In particular, the laws, rules and regulations relating to import/export and e-commerce in several of our key geographies, including the United States, the PRC and India, are stringent and subject to uncertainties in interpretation and enforcement, and many rules and regulations may be driven by government policies and therefore may be quickly issued without review or comment prior to implementation. Laws and regulations also evolve and change quickly in many jurisdictions, and some laws and regulations also may have retroactive effect. As a result, we may misinterpret or incorrectly implement compliance with local laws and regulations, or fail to keep up with periodic reporting, registration or filing formalities, thereby increasing the potential for technical or inadvertent violations or breaches of laws or regulations.

The United Nations and a number of countries and jurisdictions, including China, the United States and the EU, have adopted various export control and economic or trade sanction regimes. In particular, the U.S. government and other governments have threatened and/or imposed export control on certain goods, as well as economic and trade sanctions on certain entities in certain jurisdictions. It is possible that the United States or other jurisdictions may impose further export control, sanctions, trade embargoes, and other heightened regulatory requirements as trade and political tensions rise. Compliance with these laws, regulations and similar requirements may be onerous, expensive and time consuming. We have implemented policies and procedures designed to support compliance with applicable laws and regulations, but there can be no assurance that our employees, partners, contractors, or agents will not violate such laws and regulations or our policies and procedures.

On March 6, 2023, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce, which administers and enforces the Export Administration Regulations (“EAR”), added our then subsidiary, Korchina Logistics (HK) Ltd. (“KC HK”), to the Entity List as defined in 15 C.F.R. 744.16 (the “Entity List”). According to the Federal Register notice announcing the listing, KC HK had engaged in “activities contrary to the national security and foreign policy interests of the United States” for having “supplied and/or attempted to supply items subject to the EAR to Iran’s Paradazan System Namad Arman (PASNA), an entity listed by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) as a Specially Designated National (SDN).” See 88 Fed.Reg. 13673. The Entity List designation applied only to KC HK and neither we nor any of our other subsidiaries or affiliates were on the Entity List. KC HK ceased all its operations on December 3, 2023, and was dissolved by deregistration on September 11, 2026 in accordance with applicable Hong Kong laws.

In addition, we implemented policies and procedures designed to support compliance with applicable economic and trade sanctions and export control laws and regulations. However, no assurance can be given that our policies and procedures will be effective at preventing all violations of applicable law. Any failure to comply with applicable economic and trade sanctions and export control laws and regulations may subject us to regulatory actions or other sanctions from the relevant government authorities or regulatory agencies, which may have a material adverse effect on our business, financial condition or results of operations. To mitigate the risk of non-compliance, we have enhanced our internal control measures. We have also expanded and upgraded our export compliance, know-your-customer, anti-money laundering and anti-terrorist funding policies designed to ensure further compliance with trade control laws and regulations across multiple geographies and have carried out extensive training and educational programs with our employees regarding such policies and procedures.

We are subject to various claims and lawsuits in the ordinary course of business, and increases in the amount or severity of these claims and lawsuits could adversely affect us.

We are exposed to various claims, litigation, government investigations or proceedings related to commercial disputes, personal injury, property damage, labor disputes, intellectual property, consumer protection, privacy and other matters in the ordinary course of our business. Developments in regulatory, legislative or judicial standards, material changes to litigation trends, or a catastrophic accident or series of accidents, including accidents that affect our distribution partners, involving any or all of commercial disputes, property damage, personal injury, labor or other disputes or matters could have a material adverse effect on our operating results, financial condition and reputation.

We are subject to further litigation and settlement regards to certain payments and loans due to certain former affiliates, which if determined adversely to us could have an material adverse effect on our financial position.

Costs of compliance with existing or future environmental laws and regulations could significantly increase our costs of operations.

We and our subsidiary, KCI, maintain a small number of commercial vehicles, including container and delivery trucks, cargo vans and other vehicles for our operations and may increase our fleet holdings as our business expands. Our motor vehicles may be subject to environmental laws and regulations governing, among other things, greenhouse gas emission. As climate change initiatives become more prevalent globally, many governments have increased their focus on reducing greenhouse gas emissions and enhancing environmental sustainability in the business sector. Customers may also demand higher environmental standards with respect to our logistics facilities

and motor vehicles. Any change in environmental laws and regulations, including those which require us to modify or retire our existing fleet or require us to modify our operations, could cause us to incur substantial additional costs, as a result of which we could suffer increased costs of operations and a loss of business.

We may not have sufficient insurance coverage to cover all risks associated with our business and operations.

We procure insurance for our operations against third-party liability, transportation risks, property loss and damage, and workers’ compensation for injury and death. Our existing insurance coverage may be insufficient to cover all the risks associated with our business and operations. In the case of an uninsured loss or a loss in excess of insured limits, including those caused by natural disasters and other events beyond our control, we may be required to pay for losses, damages and liabilities out of our own funds, which could materially and adversely affect our business, financial condition and results of operations. Even if our insurance coverage is adequate to cover our direct losses, we may not be able to take remedial actions or other appropriate measures. Furthermore, our claim records may affect the premiums which insurance companies may charge us in the future.

Fluctuations in exchange rates could result in foreign currency exchange losses, which may adversely affect our financial condition, results of operations and cash flows.

We are subject to fluctuations in foreign exchange rates between the Singapore dollar, our reporting currency, and currencies of other countries where we operate, for example the Japanese Yen, Korean Won, Chinese Renminbi, Vietnamese Dong and the U.S. dollar. Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in Singapore dollar, and in the reported value of our assets, liabilities and cash flows. In addition, currency fluctuation may adversely affect receivables and payables. In particular, translation risks arise where parts of the cost of sales are not denominated in the same currency of such sales. For example, our freight costs, which comprise the largest component of our cost of sales, are generally denominated in U.S. dollars. The U.S. dollar/Korean Won, the Korean Won/Singapore dollar and U.S. dollar/Singapore dollar exchange rates have historically been volatile and we expect this volatility to continue. Fluctuation in exchange rates, depreciation of local currencies, changes in monetary and/or fiscal policy or inflation in the countries in which we operate could negatively impact the prices at which the ordinary shares trade and have a material adverse effect on our business, financial condition, results of operations and prospects.

The ability of our subsidiaries and associates to distribute dividends to us may be subject to requirements under the laws of their respective jurisdictions.

Although we have not historically relied on any cash dividends from our subsidiaries, we may in the future need to fund our cash needs, in part, by our share of the dividends, if any, paid by our subsidiaries and associates. Most of our subsidiaries and associates are located in North Asia and Southeast Asia. Our subsidiaries and associates in certain of these jurisdictions and other jurisdictions where we operate may distribute dividends to us only after satisfying certain administrative or other requirements under applicable laws and regulations. For example, local currency dividends in Korea and Thailand must be converted into foreign currency prior to outward remittance, as both Korea and Thailand prohibit the transfer of local currencies abroad. PRC regulations permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in the PRC, and each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profit based on PRC laws and regulations each year to its reserves until the aggregate amount of such reserves reaches 50% of its respective registered capital. With respect to Japan, outward remittances exceeding set amounts must be reported to the Ministry of Finance. See “Regulation.” Although there are currently no material foreign exchange control regulations which restrict the ability of our subsidiaries in Hong Kong and some of our other markets to distribute dividends to us, the relevant regulations may be changed and the ability of these subsidiaries to distribute dividends to us may be restricted in the future.

Vietnamese foreign exchange controls require that funds relating to foreign investment, including dividends, must be disbursed through a special capital account opened with a local licensed bank. We are currently in the process of established such an account. However, there can be no assurance that a local remitting bank would approve any application to remit funds offshore, including dividends or sale proceeds from disposals of equity in KCI’s Vietnamese entities, with respect to investments made prior to our establishment of such an account.

A significant portion of our revenue and expenses are denominated in currencies subject to exchange control. If revenue denominated in such currencies increase or expenses denominated in such currencies decrease in the future, we may need to convert a portion of our revenue into other currencies to meet our foreign currency obligations. Currently, in Vietnam, exchanging Vietnamese dong into foreign currency must be conducted at a licensed credit institution such as a licensed commercial bank. In Thailand, conversion of Thai baht into another currency is subject to regulations promulgated by the Ministry of Finance and the Bank of Thailand. We may be unable to convert such local currencies into dollars or other foreign currencies to pay dividends or for other purposes on a timely basis or at all.

Risks Relating to Doing Business in the PRC and Hong Kong

Recent regulatory developments in the PRC may subject us to additional regulatory review or otherwise restrict or completely hinder our ability to offer securities and raise capital outside the PRC, all of which could materially and adversely affect our business and cause the value of our securities to significantly decline or become worthless.

The Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, as amended on October 28, 2025, contains an overarching framework for regulating Internet security, protection of private and sensitive information, and safeguards for national cyberspace security and provisions for the continued government regulation of the Internet and content available in the PRC. The Cybersecurity Law emphasizes requirements for network products, services, operations and information security, as well as monitoring, early detection, emergency response and reporting. The Cybersecurity Law requires the personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in the PRC to be stored in the PRC.

On December 28, 2021, the CAC jointly with the relevant authorities promulgated the Measures on Cybersecurity Review (the “CAC Measures”), which became effective on February 15, 2022 and replaced the prior version promulgated on April 13, 2020. According to the CAC Measures, critical information infrastructure (“CII”) operators that purchase Internet products and services and online platform operators engaging in data processing activities which affect or may affect national security must be subject to cybersecurity review by the CAC. Although several PRC laws and regulations have provided the definition of CII operator, the exact scope of “CII operator” under the current regulatory regime remains unclear. The CAC Measures further require that any online platform operator applying for listing of its securities on a foreign stock exchange must go through cybersecurity review if it possesses personal information of more than one million users. According to the CAC Measures, a cybersecurity review assesses potential national security risk that may be brought about by any procurement, data processing, or overseas listing. The review focuses on several factors, including, among others, (1) the risk of theft, leakage, corruption, illegal use or illegal export of any core data, important data, or a large amount of personal information, and (2) the risk of any critical information infrastructure, core data, important data, or a large amount of personal information being affected, controlled or maliciously exploited by a foreign government in connection with a company’s overseas listing. While the CAC Measures has become final, there is still uncertainty regarding, among many aspects, the implementation and interpretation of the CAC Measures.

Under the current CAC Measures, subject to any further interpretation of the CAC and other relevant authorities, the likelihood of the Company being subject to the cybersecurity review by the CAC for this offering is not high, since (i) the Company is not likely to be deemed a CII operator, due to the nature and size of its businesses in the PRC and also based on the fact that the Company has not yet been notified by any competent PRC governmental agency that is operating a CII; and (ii) the Company, during its operations in the PRC, collects and holds the personal information of far fewer than one million users located in the PRC. Based on such determinations, we believe we are not subject to the cybersecurity review by the CAC for this offering. However, there remains uncertainty as to how the CAC Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the CAC Measures. We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and we cannot assure you that we can fully or timely comply with such legal or regulatory requirements. If we become subject to cybersecurity inspection and/or review by the CAC or other PRC authorities or are required by them to take any specific actions, it could, to the extent we are not able to favorably address

such inspection/review or take the required actions, cause suspension or termination of the future offering of our securities, including offerings under this registration statement, and disruptions to our operations, result in negative publicity regarding our company, and divert our managerial and financial resources. We may also be subject to significant fines or other penalties, which could materially and adversely affect our business, financial condition and results of operations. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies having operations in the PRC, including us, could, to the extent applicable to us and which cannot be addressed favorably by us, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and cause the value of our securities to significantly decline or become worthless.

On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by companies with operations in the PRC. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing overseas-listed companies with operations in the PRC and to address the demand for cybersecurity and data privacy protection. On February 17, 2023, the CSRC released the Filing Measures, which came into effect on March 31, 2023. The Filing Measures require that a PRC domestic company seeking direct and indirect overseas offering and listing shall complete the filing procedures with the CSRC. According to the Filing Measures, direct overseas offering and listing by domestic companies refers to such overseas offering and listing by a joint-stock company incorporated domestically and indirect overseas offering and listing by domestic companies was defined as such overseas offering and listing by a company (a) in the name of an overseas incorporated entity, (b) whereas the company’s major business operations are located domestically, and (c) such offering and listing is based on the underlying equity, assets, earnings or other similar rights of a domestic company. In particular, the Filing Measures provides that the determination as to whether a domestic company is indirectly offering and listing securities on an overseas market shall be made on the principle of “substance over form”, and any overseas offering and listing made by an issuer that meets both the following conditions will be determined as indirect overseas offering and listing: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies; (b) the main parts of the issuer’s business activities are conducted in the PRC, or its main places of business are located in the PRC, or the senior managers in charge of its business operation and management are mostly PRC citizens or domiciled in the PRC. Based on consultation with our PRC counsel, considering (a) none of the operating revenue, total profits, total assets, or net assets of our PRC subsidiaries in the most recent fiscal year has exceeded 50% of the relevant data in the audited consolidated financial statements of our company for the same period, (b) the main aspects of our business activities are not carried out within the PRC and the primary locations of our business operations are not within the PRC, and (c) the senior management responsible for our daily operations are not PRC citizens or habitually resident in the PRC, this offering would not be subject to the filing requirement with the CSRC under the Filing Measures. However, as the Filing Measures are relatively new, there exists uncertainty with respect to the further implementation and interpretation of the principle of “substance over form.”

Based on the above, we do not believe that we or our subsidiaries are subject to permissions requirements from the CSRC, CAC, or any other PRC regulatory authority with respect to the issuance of our ordinary shares to foreign investors, and as a result, we believe we are not required to obtain any approvals to offer securities to foreign investors. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation in the PRC, our ability to accept foreign investments, and our ability to offer or continue to offer securities to investors on a U.S. or other foreign securities exchange, and list or continue to maintain our listing on a U.S. or other foreign exchanges. We cannot assure you, however, that the regulators in the PRC will not subsequently require us to undergo the approval or clearance procedures and subject us to penalties for non-compliance. If we incorrectly conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain approvals in the future, obtaining such approvals could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities, including the ordinary shares, to significantly decline or be worthless.

We are subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.

We are subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously evolving and developing, and the scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. In particular, there are numerous laws and regulations regarding privacy, including the collection, sharing, use, processing, disclosure, and protection of personal information and other user data.

The Cybersecurity Law requires network operators to comply with laws and regulations and fulfill their obligations to safeguard security of the network when conducting business and providing services. The Cybersecurity Law further requires network operators to take all necessary measures in accordance with applicable laws, regulations and compulsory national requirements to safeguard the safe and stable operation of the networks, respond to cyber security incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. According to the CAC Measures, “critical information infrastructure operators” that purchase Internet products and services and online platform operators engaging in data processing activities which affect or may affect national security must be subject to cybersecurity review.

As a result of the promulgation of the CAC Measures and the expansion of our business, we are subject to stricter requirements and face higher risks if we are deemed as a CII operator under the Cybersecurity Law and the CAC Measures. In such case, we must fulfill certain obligations as required under the Cybersecurity Law, the CAC Measures and other applicable laws, including, among others, the requirement to store in the PRC any personal information and important data collected and generated in the course of our operations in the PRC, which we are already doing in our business. We may be subject to cybersecurity review if we are deemed to be purchasing Internet products and services that affects or may affect national security. As the amended CAC Measures took effect in February 2022, we may be subject to cybersecurity review if we are deemed to be an online platform operator engaging in data processing activities that affect or may affect national security, and may face challenges in addressing CAC’s requirements and making necessary changes to our internal policies and practices in data processing. As of the date of this prospectus, we have not been the subject of any investigations on cybersecurity review made by the CAC on such basis, and we have not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, we (i) do not expect that, as of the date of this prospectus, the current applicable PRC laws on cybersecurity would have a material adverse impact on our business and (ii) believe that, as of the date of this prospectus, we are in compliance with the current applicable PRC laws on cybersecurity.

On September 1, 2021, the PRC Data Security Law became effective, which imposes data security and privacy obligations on entities and individuals conducting data-related activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. As of the date of this prospectus, we have not been involved in any investigations on data security compliance made in connection with the PRC Data Security Law, and we have not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, we do not expect that, as of the date of this prospectus, the PRC Data Security Law would have a material adverse impact on our business.

Furthermore, the Standing Committee of the National People’s Congress passed the PRC Personal Information Protection Law (the “PIPL”), which became effective on November 1, 2021. The PIPL requires personal information processors to duly notify the individuals and, if applicable, obtain their separate consent prior to any cross-border transfer of personal information, as well as the satisfaction of at least one of the following conditions: (1) a security assessment organized by the CAC has been passed; (2) certification of personal information protection from a specialized institution in accordance with the provisions issued by the CAC has been passed; (3) a standard contract formulated by the CAC has been entered into with the overseas recipient, agreeing on both parties’ rights and obligations; or (4) any other condition prescribed by laws, administrative regulations or by the CAC has been satisfied. The CAC promulgated the implementation rules in 2022 and 2023 relating to the security assessment for outbound data transfers, personal information protection certification, and the standard contract. As of the date of this prospectus, we do not expect the PIPL to have a material adverse effect on our business. However, as there remains significant uncertainty in the interpretation and enforcement of the Data Security Law and the PIPL, we cannot assure you that we will be able to comply with such regulations in all respects. Any non-compliance with

these laws and regulations may subject us to fines, orders to rectify or terminate any actions that are deemed illegal by regulatory authorities, other penalties, including but not limited to reputational damage or legal proceedings against us, which may affect our business, financial condition or results of operations.

Our PRC subsidiaries currently have obtained all the requisite permissions and approvals that are material for their business operations in compliance with the relevant PRC laws and regulations in the PRC, including the relevant business licenses and filings by international freight forwarding agencies. In the event that the applicable laws, regulations or interpretations change such that we are subject to any specific actions required by the CAC or any other PRC regulator, we cannot guarantee whether we can comply with such requirements in a timely manner, or at all. If we fail to obtain and maintain any approvals, licenses or permits required for our business or respond to changes in the regulatory environment, we could be subject to liabilities, penalties and operational disruption, which may materially and adversely affect our business, operating results, financial condition and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

Changes in China’s economic, political or social conditions or government policies, could have a material adverse effect on our business in the PRC.

We have operations in the PRC and Hong Kong and, our business, prospects, financial condition and results of operations may be influenced by political, economic and social conditions in China generally and by continued economic growth in the PRC as a whole. The Chinese economy differs from the economies of most developed countries in many respects, including the level of development, growth rate, control of foreign exchange and allocation of resources. The PRC government has implemented measures emphasizing the utilization of market forces for economic reform and the establishment of improved corporate governance in business enterprises. Meanwhile, a considerable portion of productive assets in the PRC are still owned by the government. In addition, the PRC government also plays a significant role in regulating industry development and has extensive influence over China’s economic growth through allocating resources, foreign exchange control, and setting monetary and fiscal policy.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Some government measures that aim to benefit China’s overall economic growth may have a negative effect on our business and results of operations in the PRC.

There are uncertainties regarding the interpretation and enforcement of PRC laws and regulations.

Our operations in the PRC are governed by the laws and regulations of the PRC. Our PRC subsidiaries are generally subject to laws and regulations applicable to foreign investments in the PRC. As a civil law jurisdiction, the PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

The laws and regulations of the PRC have significantly enhanced the protections afforded to various forms of foreign investments in the PRC over the past decades. However, because certain laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.

Furthermore, the legal system of the PRC is based in part on government policies, and the PRC is geographically large and divided into various provinces and municipalities. As such, different regulations and policies may have different applications and interpretations in different parts of the PRC, and we may not become aware that we have been identified as being in violation of these policies and rules until sometime after the occurrence of the violation. Such uncertainties could materially and adversely affect our business in the PRC.

There are political risks associated with conducting business in Hong Kong.

As a result of our acquisition of KCI, we have expanded our operations in Hong Kong. Accordingly, our business operations and financial condition may be affected by political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may adversely affect the business operations of our Hong Kong

subsidiaries. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”), namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that the PRC will not drive changes in the economic, political and legal environment in Hong Kong in the future, which may affect our operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in us. Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position. We cannot assure you that the Hong Kong government will not be facing substantial influence and control from the PRC government in the future. The PRC government’s further substantial influence and control over Hong Kong could result in the Hong Kong government imposing restrictive regulations and measures that could increase our existing and future operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect our business and prospects.

Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments, including the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020 (“National Security Law”), the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from the PRC. President Trump signed an executive order and the Hong Kong Autonomy Act (“HKAA”), to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from the PRC. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, the PRC and Hong Kong, which could potentially harm our business. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong. Furthermore, legislative or administrative actions in respect of PRC-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our ordinary shares could be adversely affected.

The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.

Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law, including the enacted version of PRC Data Security Law, the Cybersecurity Review Measures issued by the CAC, and the PIPL, do not apply in Hong Kong. If certain PRC laws and regulations were to become applicable in Hong Kong in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities to significantly decline or become worthless.

On June 30, 2020, the new National Security Law was issued by the Standing Committee of the PRC National People’s Congress. Similar to other PRC laws and regulations, the interpretation of the National Security Law involves a degree of uncertainty. Recently, the PRC government announced that it would step up supervision of overseas listed PRC businesses. Under the new measures, the PRC will enhance regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation and insider trading, the PRC will also check sources of funding for securities investment and control leverage ratios. The CAC has also opened a cybersecurity probe into several U.S.-listed tech companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the

National Security Law) are expected to apply to PRC businesses, rather than businesses in Hong Kong which operate under a different set of laws from the PRC. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong.

We are a logistics services provider with subsidiaries across North Asia, including the PRC and Hong Kong, Southeast Asia, India, the United States and Europe. We operate TLFCs and DPCs in 5 countries: Singapore, Korea, Japan, Taiwan, and India. Although none of our business activities appears to be within the current targeted areas of concern by the PRC government, given the PRC government’s significant oversight over the conduct of business operations in Hong Kong, and in light of the PRC’s recent extension of authority not only in the PRC but into Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in the PRC can change quickly with little or no advance notice. For example, the PRC government may pressure the government of Hong Kong to enact similar laws and regulations to those in the PRC, which may seek to exert control over offerings conducted overseas by companies with operations in Hong Kong.

If any or all of the foregoing were to occur, it could have a material adverse effect on our business and operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the U.S., which could cause the value of our shares to significantly decline or become worthless.

PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions to our PRC subsidiaries.

We are a Singapore incorporated company structured as a holding company that conducts part of its operations in the PRC through PRC subsidiaries. As permitted under PRC laws and regulations, we may make loans to our PRC subsidiaries subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC subsidiaries or equity investments. Furthermore, loans by us to our PRC subsidiaries or our equity investments to finance our activities cannot exceed the difference between their respective total project investment amount and registered capital or 2.5 times of their net worth, and capital contributions to our PRC subsidiaries or our equity investments are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities in the PRC.

The State Administration of Foreign Exchange (“SAFE”) promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency it holds, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Risks Relating to Investments in Singapore Companies

We are incorporated in Singapore, and our shareholders may have more difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States.

Our corporate affairs are governed by our constitution and by the laws governing companies incorporated in Singapore. The rights of our shareholders and the responsibilities of the members of our board of directors under Singapore law may be different from those applicable to a corporation incorporated in the United States. Therefore, holders of ordinary shares may have more difficulty in protecting their interests in connection with actions taken by us, our management, members of our board of directors or our largest shareholder than they would as shareholders of a corporation incorporated in the United States. For example, controlling shareholders in corporations incorporated in Delaware are subject to fiduciary duties while controlling shareholders in Singapore companies are not subject to such duties.

In addition, only persons who are or who are deemed to be registered as shareholders in our register of members are recognized under Singapore law as our shareholders. Only registered shareholders have legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Investors in our ordinary shares who are not specifically registered as shareholders in our register of members (for example, where such holders hold shares indirectly through the DTC) may be required to be registered as shareholders in our register of members in order to institute or enforce any legal proceedings or claims against us, our directors or our executive officers in the Singapore courts. The administrative process of becoming a registered shareholder could result in delays prejudicial to any such legal proceeding or enforcement action. See “Description of Share Capital — Comparison of Shareholder Rights” for a discussion of certain differences between Singapore and Delaware corporation law.

It may be difficult for you to enforce any judgment obtained in the United States against us, our directors, officers or our affiliates.

All of our directors and officers reside outside the United States. In addition, substantially all of our assets and all of the assets of those persons are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the US securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon US securities laws.

There is no treaty in force between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. It is not clear whether a Singapore court may impose civil liability on us or our directors and officers who reside in Singapore in an action brought in the Singapore courts against us or such persons with respect to a violation solely of the federal securities laws of the United States.

In making a determination as to enforceability of a judgment of a state court or a federal court of the United States, the Singapore courts would have regard to, among other factors, whether the judgment was final and conclusive, given by a court of law of competent jurisdiction, expressed to be for a fixed sum of money, whether it was procured by fraud, or in breach of principles of natural justice, or whether the enforcement thereof would be contrary to public policy.

Accordingly, there can be no assurance that the Singapore courts would enforce against us, our directors or our officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.

Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, the Singapore Companies Act and our constitution, our directors may allot and issue new ordinary shares on terms and conditions and for such purposes as may be determined by our board of directors in its sole discretion. Any issuance of new shares would dilute the percentage ownership of existing shareholders and could adversely impact the market price of our ordinary shares.

Under Singapore law, we may only allot and issue new ordinary shares with the prior approval of our shareholders in a general meeting. Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, the provisions of the Singapore Companies Act, and our constitution, we may allot and issue new ordinary shares on such terms and conditions as our directors may think fit to impose. Such terms and conditions may be adverse to the rights of holders of our ordinary shares.

Because new issuances of ordinary shares are subject to shareholder approval, if a sufficient number of shares have not been approved for issuance in any given year, we may be delayed in raising capital through equity offerings or delayed or prevented from consummating an acquisition using our ordinary shares. Assuming shareholders have approved the issuance of new shares, we may seek to raise capital in the future, including to fund acquisitions, future investments and other growth opportunities. We may, for these and other purposes, issue additional ordinary shares or securities convertible into ordinary shares. Any additional issuances of new ordinary shares could dilute the percentage ownership of our existing shareholders and may also adversely impact the market price of our ordinary shares.

We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

As a Singapore-incorporated company, we are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as our constitution. In particular, we are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore, as amended, modified or supplemented from time to time, which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions. In addition, the Singapore Code on Take-overs and Mergers, or “Singapore Take-over Code,” which specifies, among other things, certain circumstances in which a general offer is to be made upon a change in control of a Singapore-incorporated public company, and further specifies the manner and price at which voluntary and mandatory general offers are to be made.

The laws of Singapore and of the United States differ in certain significant respects. The rights of our shareholders and the obligations of our directors and officers under Singapore law may be different from those applicable to US corporations, including those incorporated in Delaware, in material respects, and our shareholders may have more difficulty and less clarity in protecting their interests in connection with actions taken by our management, members of our board of directors or our largest shareholder than would otherwise apply to US corporations, including those incorporated in Delaware. See “Description of Share Capital — Comparison of Shareholder Rights” for a discussion of certain differences between Singapore and Delaware corporation law.

In addition, the application of Singapore law, in particular, the Singapore Companies Act may, in certain circumstances, impose more restrictions on us, our shareholders, directors and officers than would otherwise be applicable to US corporations, including those incorporated in Delaware. For example, the Singapore Companies Act requires a director to act with reasonable degree of diligence in the discharge of the duties of his office and, in certain circumstances, imposes criminal liability for specified contraventions of particular statutory requirements or prohibitions. In addition, pursuant to the provisions of the Singapore Companies Act, shareholders holding 10% or more of the total number of paid-up shares as at the date of the deposit carrying the right of voting at general meetings (disregarding paid-up shares held as treasury shares) may by depositing a requisition, require our directors to convene an extraordinary general meeting. If our directors do not within 21 days after the date of deposit of the

requisition proceed to convene a meeting, the requisitioning shareholders, or any of them representing more than 50% of the total voting rights represented of all of them, may themselves, proceed to convene such meeting, and we will be liable for the reasonable expenses incurred by such requisitioning shareholders. We are also required by the Singapore Companies Act to deduct corresponding amounts from fees or other remuneration payable by us to such of the directors as are in default.

Singapore take-over laws contain provisions that may vary from those in other jurisdictions.

The Singapore Take-over Code applies to, among others, corporations with a primary listing of their equity securities in Singapore. While the Singapore Take-over Code is drafted with, among others, listed public companies in mind, unlisted public companies with more than fifty (50) shareholders and net tangible assets of S$5.0 million or more, must also observe the letter and spirit of the general principles and rules of the Singapore Take-over Code, wherever this is possible and appropriate. Public companies with a primary listing overseas may apply to Securities Industry Council (“SIC”) to waive the application of the Singapore Take-over Code. As at the date of this prospectus, no application has been made to SIC to waive the application of the Singapore Take-over Code in relation to us.

In this regard, the Singapore Take-over Code contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of us. Under the Singapore Take-over Code, except with the consent of SIC, any person who acquires, whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by parties acting in concert with him) carry 30% or more of our voting rights is required to extend a take-over offer immediately for all remaining voting shares in accordance with the provisions of the Singapore Take-over Code. In addition to such person, each of the principal members of the group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer.

Except with the consent of SIC, such a take-over offer is also required to be made if a person who, together with persons acting in concert with him, holds between 30% and 50% (both inclusive) of our voting rights, and if such person, or any person acting in concert with him, acquires additional shares representing more than 1% of our voting rights in any six-month period. While the Singapore Take-over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the ordinary shares and the ability to realize any benefit from a potential change of control.

Risks Relating to the Ownership of our Ordinary Shares

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our ordinary shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering 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 ordinary shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. 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 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 deemed relevant 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 after this offering or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares.

Becoming a public company with securities listed on a stock exchange in the United States may increase our costs and disrupt the regular operations of our business.

Our initial public offering will require us to put in place processes and require us to significantly expand our administrative resources in order to meet the legal and regulatory and other requirements of being public company in the United States. We expect to incur significant additional legal, accounting, reporting and other expenses as a result of having publicly traded ordinary shares in the United States. We will also incur costs which we have not incurred previously, including, but not limited to, costs and expenses for directors’ fees, increased directors and officers insurance, investor relations, and various other costs relating to being a public company registered in the United States.

We also anticipate that we will incur costs associated with United States corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as rules implemented by the SEC and Nasdaq Global Market. We expect these rules and regulations to increase our legal and financial compliance costs and make some management and corporate governance activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. This could have an adverse impact on our ability to recruit and bring on a qualified independent board.

The additional demands associated with being a public company registered in the United States may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Any of these effects could have a material adverse effect on our business, financial condition and results of operations.

For as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years. See “Summary — Implications of Being an Emerging Growth Company.” Furthermore, if we cease to be an emerging growth company, our independent registered public accounting firm may only be required to attest to the effectiveness of our internal control over financial reporting depending on our revenue and the size of our public float. Even if our management concludes that our internal control over financial reporting is effective, we cannot assure you that material weaknesses or significant deficiencies will not be identified in the future. In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise capital, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain Nasdaq Global Market requirements applicable to U.S. issuers. This may afford less protection to our shareholders.

As a foreign private issuer under the securities laws of the United States and within the meaning of the Nasdaq Global Market corporate governance standards, as applicable, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq Global Market requirements. A foreign private issuer must disclose in its annual reports filed with the SEC, each Nasdaq Global Market requirement with which it does not comply followed by a description of its applicable home country practice. As a company incorporated in Singapore and listed on the Nasdaq Global Market, we expect to follow our home country practice with respect to certain corporate governance practices. Unlike the requirements of the Nasdaq Global Market, the corporate governance practice and requirements under Singapore law do not require us to have a compensation committee comprised of at least two independent directors or director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors. As a result, non-independent directors, may, among other things, resolve governance issues regarding

our company. Accordingly, in the future you may not have the same protections afforded to holders of securities of companies that are subject to all of the requirements under United States federal securities laws and Nasdaq Global Market corporate governance standards.

We have identified certain material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses or otherwise fail to design and maintain effective internal control over financial reporting, our ability to timely and accurately report our financial condition and results of operations in compliance with reporting requirements applicable for public companies in the United States could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our shares.

Prior to this offering, we were a private company with limited accounting personnel resources. Furthermore, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on its financial statements. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Our internal controls relating to financial reporting have not kept pace with the expansion of our business. Our financial reporting function and system of internal controls may be less developed in certain respects than those of similar companies that operate in fewer or more developed markets and may not provide our management with as much or as accurate or timely information. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In the course of preparing and subjecting our consolidated financial statements as of and for the years ended December 31, 2025 and 2024 to audit, we and our independent registered public accounting firm identified certain material weaknesses in our internal control over financial reporting as of December 31, 2025 and 2024, in accordance with the standards established by the PCAOB of the United States. The material weaknesses identified related to (i) lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of IFRS and financial reporting requirements set forth by the SEC to design and implement key controls over financial reporting process to address complex IFRS accounting issues and related disclosures, in accordance with IFRS and SEC financial reporting requirements, (ii) lack of formal internal control policies and independent supervision function to establish formal risk assessment process and internal control framework, and (iii) lack of segregation of duties in the information technology department and effective control on defining and assigning individual’s rights to access systems, programs or transaction raw data, and track records or log on system activities for access to system program, data and backup monitoring. These material weaknesses will not be considered remediated until the mitigating controls have operated for the required period of time and until the operating effectiveness of the controls has been validated, through testing, by management. There can be no assurance that any remediation actions we have undertaken will be effective or that other similar issues may not arise in the future.

As a result of the identification of these material weaknesses, we plan to take measures to remedy these control deficiencies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting.” However, we can give no assurance that our planned remediation will be properly implemented or will be sufficient to eliminate such material weaknesses or that material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our ordinary shares.

Following the completion of the offering, Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report after becoming a public company. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. While we intend to achieve compliance within the time required, we may not be able to meet the Section 404 requirements in a timely manner. If it is determined that we are not in compliance with Section 404, we will be required to implement new internal control procedures and re-evaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. We will need to hire additional qualified personnel in order for us to be compliant with Section 404. During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal control over financial reporting. If we fail, for any reason, to implement these changes effectively or efficiently, such failure could harm our operations, financial reporting or financial results and the trading price of our ordinary shares, expose us to increased risk of fraud or misuse of corporate assets, subject us to regulatory investigations and civil or criminal sanctions and could result in our conclusion that our internal control over financial reporting is not effective.

We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

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 applicable to U.S. domestic issuers. In order to maintain our current status as a foreign private issuer, either (a) a majority of our shares must be either directly or indirectly owned of record by non-residents of the United States or (b) (i) a majority of our executive officers or directors may not be United States citizens or residents, (ii) more than 50 percent of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would be required under current SEC rules to prepare our financial statements in accordance with GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion of our financial statements to GAAP would involve significant time and cost. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq Global Market rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. 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 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.

Because the offering price for the ordinary shares is substantially higher than our net tangible book value per share, you will incur immediate and substantial dilution.

Purchasers of the ordinary shares will experience immediate and substantial dilution in net tangible book value per share from the public offering price per share. After giving effect to the sale of the ordinary shares offered by this prospectus, and after deducting the underwriting discounts and commissions, non-accountable expense allowance and the estimated offering expenses payable by us in this offering, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been S$3.8 million (US$2.9 million), or S$0.22 (US$0.17) per share. This represents an immediate dilution in net tangible book value of S$25.66 (US$19.83) per share to investors in this offering. For a calculation of the dilution purchasers in this offering will incur, see “Dilution.”

Future sales of ordinary shares, the perception of such sales and the availability of a large number of ordinary shares for sale, including our ordinary shares held by the Resale Shareholders that are being registered concurrently for resale in the Resale Prospectus, could depress the share price.

The sale of a significant number of the ordinary shares or other equity securities in the public market after this offering and from the sale of shares held by our Resale Shareholders through the Resale Prospectus, or the perception that such sales may occur, could materially and adversely affect the market price of the ordinary shares. These factors could also materially impair our ability to raise capital through equity offerings in the future. Upon completion of this offering, we will have 17,185,597 ordinary shares outstanding. The ordinary shares offered in this offering will be freely tradable without restriction under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. Any substantial sale or perceived substantial sale of the ordinary shares by our existing shareholders over a short period of time after the expiry of the applicable lock-up period (where applicable) and subject to the restrictions in Rule 144 and Rule 701 under the Securities Act could cause the share price to fall. Similar sales of ordinary shares by holders after vesting of awards or holders of options who have exercised their options under any incentive plan that we intend to implement could also cause the share price to fall. Except as otherwise described in “Underwriting,” there are no restrictions on the ability of our existing shareholders to sell their shares. The Resale Shareholders may be willing to accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our ordinary shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares.

The publicly traded share price may be volatile.

The ordinary shares may trade at prices significantly below the offering price and the price of the ordinary shares after this offering may fluctuate widely, depending on many factors, including perceived prospects for our business and operations, and the logistics, distribution, fulfillment and freight forwarding services industry in general, differences between our actual financial and operating results and those expected by investors and analysts, changes in analysts’ recommendations or perceptions, changes in conditions affecting the logistics, distribution, fulfillment and freight forwarding services industry, the general economic conditions or stock market sentiments or other events and factors, changes in market valuations and share prices of publicly-listed companies with businesses similar to us, broad stock market price fluctuations, variations in our results of operations, changes in general economic conditions, changes in accounting principles or other developments affecting us, our customers or our competitors.

An active trading market for the ordinary shares may not develop, and you may not be able to sell your ordinary shares at or above the initial public offering price.

Prior to the completion of this offering, there has been no public market for the ordinary shares. An active trading market for the ordinary shares may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your ordinary shares at an attractive price, or at all. The price for the ordinary shares in this offering will be determined by negotiations between us and the underwriters, and it may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell the ordinary shares at or above the initial public offering price or at any other price or at the time that you would like to sell. An inactive market may also impair our ability to raise capital by selling the ordinary shares, and it may impair our ability to attract and motivate our employees through equity incentive awards.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of the ordinary shares.

Based on our historic and expected operations, composition of our assets and market capitalization (which will fluctuate from time to time), we do not believe we were a passive foreign investment company, or PFIC, for the taxable year ended December 31, 2025, and we do not expect to be classified as a PFIC for the current taxable year or for the foreseeable future. However, the determination of whether we are a PFIC is made annually. Therefore, it is possible we could be classified as a PFIC in the future due to changes in the composition of our assets or income, as well as changes in our market capitalization. In general, a non-U.S. corporation will be classified as a PFIC for any taxable year if at least (1) 75% of its gross income is classified as “passive income” or (2) 50% of its assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Tax Considerations — Material U.S. Federal Income Tax Considerations”) holds a share, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Tax Considerations — Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements are based on our beliefs and assumptions and on information currently available to us, and include, without limitation, statements regarding our business, financial condition, strategy, results of operations, certain of our plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,” “could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on us may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on us are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Factors that may cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this prospectus include, but are not limited to, the risks described under “Risk Factors.”

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. 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. You should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

We expect that we will receive net proceeds from this offering of approximately $25.3 million, based on an assumed initial public offering price of $20.00 per share, the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus, after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional ordinary shares in full, our net proceeds will be approximately $29.4 million after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses. A $1.00 increase/(decrease) in the assumed initial public offering price of $20.00 per share would increase/(decrease) the net proceeds to us from this offering by approximately $1.4 million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of ordinary shares by the Resale Shareholders.

The principal purposes of this offering are to facilitate our future access to the public equity markets, for growth capital as well as to use as consideration for potential strategic acquisitions and investments, incentivize and create liquidity for employees and staff and increase our brand awareness in the global markets. We plan to use the net proceeds received by us from this offering as follows:

•        approximately 10% for the expansion and technological enhancement of our core e-Commerce and logistics platforms;

•        approximately 10% for routine maintenance capital expenditures across our regional fulfillment centers;

•        approximately 40% for working capital, including approximately 25% of such amount for our trade payables;

•        the remainder for other general corporate purposes, which may include potential opportunistic strategic investments or acquisitions, although we have not identified any specific investments or acquisition opportunities at this time.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

Pending use of the net proceeds as described above, we intend to invest the net proceeds of this offering in short-term, interest-bearing bank deposits or money market funds.

DIVIDENDS AND DIVIDEND POLICY

Since our inception, we have not declared or paid any dividends on our ordinary shares. We do not have any present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Any future determination to pay cash dividends will be made at the discretion of our board of directors, subject to our constitution and in accordance with the Singapore Companies Act. We may, by ordinary resolution, declare dividends at a general meeting of our shareholders, but no dividend shall be payable except out of our profits, and the amount of any such dividend shall not exceed the amount recommended by our board of directors. Subject to our constitution and in accordance with the Singapore Companies Act, our board of directors may, without the approval of our shareholders, declare and pay interim dividends, but any final dividends the board declares must be approved by an ordinary resolution at a general meeting of our shareholders. Even if our directors decide to pay dividends, any such determination will be at the discretion of our board of directors and the form, frequency and amount of dividends will be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual, legal and regulatory restrictions, the ability of our subsidiaries to distribute funds to us and other factors that the board of directors may deem relevant. We may rely on dividends distributed by our subsidiaries in various jurisdictions for our cash requirements. Applicable laws in such jurisdictions may regulate the ability of our subsidiaries to pay dividends to us. See “Risk Factors — Risks Relating to Our Business and Industry — The ability of our subsidiaries and associates to distribute dividends to us may be subject to requirements under the laws of their respective jurisdictions.”

CAPITALIZATION

You should read this section in conjunction with “Selected Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements, and the related notes thereto, included elsewhere in this prospectus.

The table below sets forth our cash and cash equivalents and our capitalization as of June 30, 2026:

•        on an actual basis;

•        on a pro forma basis to give effect to (i) the conversion of all of our outstanding series A preferred shares into 1,502,359 ordinary shares on August 26, 2026, which we refer to as the “Preferred Share Conversion”; (ii) the conversion of all outstanding convertible notes, including the convertible notes that we issued subsequent to June 30, 2026 as set forth below (including accrued interest on all such convertible notes) into 11,819,032 of our ordinary shares on September 4, 2026, which we refer to as the “Convertible Note Conversion”; and (iii) the conversion of certain loans into 255,082 ordinary shares as described below on August 27, 2026, which we refer to as the “Loan Conversion”; and

•        on a pro forma as adjusted basis to further give effect to reflect the issuance and sale of 1,500,000 ordinary shares by us in this offering at an assumed initial public offering price of US$20.00 per share, the mid-point of the estimated public offering price range shown on the cover page of this prospectus, after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us and assuming no exercise of the underwriters’ option to purchase additional ordinary shares, and our receipt of the estimated net proceeds from this offering.

____________

(1)      For convenience purposes only, amounts in Singapore dollars as of June 30, 2026 have been translated to U.S. dollars using an exchange rate of S$1.2941 to U.S.$1.00, the exchange rate for U.S. dollars as of June 30, 2026 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate.

(2)      This amount excludes the embedded derivative portion of the convertible notes. The convertible notes (including accrued interest thereon) have been converted into our ordinary shares on September 4, 2026 at a conversion price of US$15.00 per ordinary share and are no longer recorded as a liability on our financial statements.

Subsequent to June 30, 2026, we issued convertible notes to certain investors as follows:

•        On July 27 and July 30, 2026, we issued US$1.2 million and US$0.3 million, respectively, in aggregate principal amounts of convertible notes to American Ventures LLC, Series LV Tracx Logis. These notes bear interest at 10% per annum and are convertible into our ordinary shares at a conversion price of US$15.00 per share.

•        On August 7, 2026, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$0.4 million and US$0.4 million in aggregate principal amounts of convertible notes to Harmony Partners Co., Ltd. and Aevolution Fund III-2 L.P., respectively. On August 11, 2026, Tracx Logis Korea Co., Ltd. issued US$3.0 million and US$1.1 million in aggregate principal amounts of convertible notes to Rivendell Investments 2018-2 LLC and Jae Young Lee, respectively. These notes are guaranteed by us, bear interest at 10% per annum and are convertible into our ordinary shares at a conversion price of US$15.00 per share. These are existing investors who initially subscribed to our convertible securities in the past five years.

On September 4, 2026, all of the convertible notes outstanding as of such date (including accrued interest thereon) have been converted into 11,819,032 ordinary shares at a conversion price of US$15.00 per share.

On August 27, 2026, we entered into a Debt Conversion Deed with our wholly-owned subsidiary Tracx Logis Korea Co., Ltd. (“Korean Subsidiary”) and Crescendo Equity Partners Limited (“Crescendo”) pursuant to which the parties agreed to settle a certain portion of outstanding loans that were provided by Crescendo to the Korean Subsidiary and guaranteed by us, by converting such portion of loans, including accrued interest, in an aggregate amount of US$3.8 million into our ordinary shares at the conversion price of US$15.00 per share.

SELECTED FINANCIAL AND OTHER INFORMATION

The following selected financial information should be read in conjunction with the sections entitled “Presentation of Financial and Other Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

SELECTED CONSOLIDATED FINANCIAL DATA

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. The consolidated statements of loss and other comprehensive loss data for the years ended December 31, 2024 and 2025 and the consolidated statements of financial position data as of December 31, 2024 and 2025 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of loss and other comprehensive loss data for the six months ended June 30, 2025 and 2026 and the condensed consolidated statements of financial position data as of June 30, 2026 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and, in the opinion of management, reflect all adjustments, which consist only of normal recurring adjustments, necessary for the fair presentation of those unaudited condensed consolidated financial statements. Historical results for any prior period are not necessarily indicative of results expected in any future period.

Consolidated Statements of Loss and Other Comprehensive Loss Data

The following table sets forth our consolidated statements of loss and other comprehensive loss for the periods presented.