[PART I](index=9&type=section&id=PART%20I) [Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines critical investor information, focusing on significant business, regulatory, and ownership risks [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) The company faces material risks from high customer concentration, a prior going concern warning, intense competition, and a controlling dual-class share structure - A significant portion of revenue comes from a few long-term customers; the top five customers accounted for **23% of total revenue in FY2024**, a decrease from 33% in FY2023[33](index=33&type=chunk)[39](index=39&type=chunk) - The company's independent registered public accounting firm expressed substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2022, due to operating losses[32](index=32&type=chunk)[35](index=35&type=chunk) - The dual-class share structure concentrates approximately **97.56% of voting power with the CEO**, Swee Kheng Chua, limiting the influence of Class A shareholders on corporate matters[97](index=97&type=chunk)[99](index=99&type=chunk) - **Material weaknesses in internal control over financial reporting** were identified as of December 31, 2024, including lack of proper segregation of duties and insufficient staff training on IFRS[104](index=104&type=chunk)[105](index=105&type=chunk)[107](index=107&type=chunk) - The company is a **"controlled company"** under Nasdaq rules, exempting it from certain corporate governance requirements like having a majority of independent directors on the board[109](index=109&type=chunk) [Information on the Company](index=33&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company operates as a BVI-incorporated holding company for its Singapore-based security service subsidiaries, focusing on technology-integrated solutions [History and Development of the Company](index=33&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company consolidated its structure in 2023, completed a $4.4 million net IPO in 2025, and secured a $1 million convertible note from Softbank in 2024 - The company completed an Initial Public Offering (IPO) on April 21, 2025, raising gross proceeds of $5,000,000 and **net proceeds of approximately $4.4 million**[145](index=145&type=chunk)[147](index=147&type=chunk) - On June 10, 2024, the company received **$1,000,000 from Softbank Robotics Singapore Pte Ltd** through a convertible note with a 24-month maturity[152](index=152&type=chunk) - The company has a dual-class share structure where Class B shares have 100 votes per share, and the CEO holds approximately **97.56% of the total voting rights**[135](index=135&type=chunk)[136](index=136&type=chunk) [Business Overview](index=38&type=section&id=B.%20Business%20Overview) The company specializes in technology-driven i-Guarding services, which generate over 97% of revenue, and pursues a growth strategy focused on recurring revenue Revenue Breakdown by Service (FY2022-2024) | Service Type | FY2024 Revenue (%) | FY2023 Revenue (%) | FY2022 Revenue (%) | | :--- | :--- | :--- | :--- | | i-Guarding Services | 97.57% | 98.09% | 99.09% | | Man-Guarding Services | 1.15% | 1.41% | 0.24% | | Consultancy and Training | 0.54% | 0.50% | 0.67% | | Others | 1.28% | 0.50% | 0.67% | - The company's growth strategy includes growing its recurring revenue business (**89% of total revenue in FY2024**) and expanding its patented solutions internationally[189](index=189&type=chunk) - The company faces competition from major government-owned and international players but differentiates itself with a **technology-driven, mobile command center model**[182](index=182&type=chunk)[183](index=183&type=chunk) - As of the report date, the company employed **134 full-time staff**, with the majority (95 employees) being security officers[191](index=191&type=chunk)[192](index=192&type=chunk) [Property, Plants and Equipment](index=49&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) The company's key assets include a portfolio of international patents for its security technologies and its owned corporate headquarters in Singapore - The company holds a portfolio of patents for its core technologies, including a mobile control unit and a security control system, with grants in multiple jurisdictions such as the **US (Patent US 11,854,354B2)**, Australia, and Europe[209](index=209&type=chunk)[210](index=210&type=chunk) - The company owns its corporate headquarters, an approximately **735 sqm office space in Singapore**, and leases an additional 292 sqm of office space[213](index=213&type=chunk)[214](index=214&type=chunk) [Operating and Financial Review and Prospects](index=51&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) FY2024 performance was marked by stable revenue of $10.5 million and a significant net loss of $83.6 million due to a one-time share-based compensation expense [Operating Results](index=51&type=section&id=A.%20Operating%20Results) FY2024 revenue was $10.49 million with a net loss of $83.6 million, driven by a non-cash $83.16 million share-based compensation expense Consolidated Results of Operations (2022-2024) | Financial Metric | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total Revenue | $10,490,668 | $10,655,993 | $5,006,345 | | Cost of Revenue | ($6,875,141) | ($7,662,024) | ($3,648,637) | | Share-based Compensation | ($83,155,336) | - | - | | **Net (Loss)/Profit** | **($83,623,097)** | **$994,194** | **($803,980)** | - The significant net loss in 2024 was primarily due to a one-time, non-cash **share-based compensation expense of $83,155,336** related to the issuance of Class B Ordinary Shares[234](index=234&type=chunk) Non-GAAP Financial Measure Reconciliation | Reconciliation Item | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net (Loss)/Profit before tax | ($83,508,195) | $1,125,434 | ($803,980) | | Share-based compensation expense | $83,155,336 | - | - | | **Adjusted Net (Loss)/profit before tax** | **($352,859)** | **$1,125,434** | **($803,980)** | - Revenue **increased by 113% from $5.0 million in 2022 to $10.7 million in 2023**, driven by growth in i-Guarding services and the acquisition of new customers[219](index=219&type=chunk)[250](index=250&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) As of Dec 31, 2024, the company held $1.0 million in cash, with operations financed by income, bank loans, and recent IPO proceeds Cash and Cash Equivalents | Date | Amount | | :--- | :--- | | Dec 31, 2024 | $1,000,284 | | Dec 31, 2023 | $956,975 | | Dec 31, 2022 | $441,278 | Summary of Cash Flows (2022-2024) | Cash Flow Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash from/(used in) operating activities | $(564,187) | $790,944 | $(931,028) | | Net cash used in investing activities | $(952,990) | $(309,631) | $(912,089) | | Net cash provided by financing activities | $1,589,835 | $947 | $602,923 | - The company's contractual obligations as of Dec 31, 2024, include **total debt of $6.03 million** and undiscounted lease liabilities of $0.29 million[324](index=324&type=chunk) [Critical Accounting Estimates](index=71&type=section&id=E.%20Critical%20Accounting%20Estimates) Key estimates include the fair value of financial instruments and share-based compensation, and the assessment of expected credit losses on receivables - Fair value of financial instruments, especially **Level 3 inputs for convertible options and share-based compensation**, are critical estimates[328](index=328&type=chunk)[329](index=329&type=chunk)[332](index=332&type=chunk) - Assessment of **Expected Credit Losses (ECL)** on trade receivables is a key source of estimation uncertainty, based on a provision matrix using historical and forward-looking data[334](index=334&type=chunk)[742](index=742&type=chunk) [Directors, Senior Management, and Employees](index=73&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company's leadership includes a five-member board, key executives, and 134 employees, with voting power highly concentrated with the CEO [Directors and Senior Management](index=73&type=section&id=A.%20Directors%20and%20Senior%20Management) The company is led by CEO Swee Kheng Chua and a board comprising two executive and three independent directors chairing key committees - The leadership team includes **Swee Kheng Chua (CEO & Chairman)**, Terence Wing Khai Yap (Director), and Sze Yin Ong (CFO)[337](index=337&type=chunk) - The board includes three independent directors: **Sim Peng Thia, Goh Kok Kee Alfred, and Mark Allen Brisson**, who chair the Audit, Compensation, and Nominating committees, respectively[337](index=337&type=chunk) [Compensation](index=75&type=section&id=B.%20Compensation) Aggregate cash compensation for directors and executive officers totaled $978,672 for the fiscal year ended December 31, 2024 - Aggregate cash compensation for directors and executive officers for the fiscal year ended December 31, 2024, was **$978,672**[352](index=352&type=chunk) [Board Practices](index=77&type=section&id=C.%20Board%20Practices) The board consists of five directors, including three independent members, and has established Audit, Compensation, and Nominating committees - The Board has three standing committees: **Audit, Compensation, and Nominating and Corporate Governance**[356](index=356&type=chunk) - The Audit Committee is composed of three independent directors, with **Sim Peng Thia designated as the 'Audit Committee Financial Expert'**[358](index=358&type=chunk)[360](index=360&type=chunk) [Employees](index=80&type=section&id=D.%20Employees) As of December 31, 2024, the company employed 134 full-time staff, with security officers forming the largest group Employee Headcount by Department (as of Dec 31, 2024) | Department | Number of Employees | | :--- | :--- | | Management | 3 | | Finance and Accounting | 4 | | Operations Management | 11 | | Business Development | 5 | | Technology & Engineering | 5 | | Administrative | 11 | | Security officers | 95 | | **Total** | **134** | [Share Ownership](index=81&type=section&id=E.%20Share%20Ownership) Share ownership is highly concentrated, with CEO Swee Kheng Chua controlling approximately 97.56% of the total voting power Beneficial Ownership of Key Individuals | Name of Beneficial Owner | Class B Shares Owned | Total Voting Power (%) | | :--- | :--- | :--- | | Swee Kheng Chua, CEO and Director | 20,392,590 | 97.56% | | All directors and executive officers as a group | 20,688,886 | 98.97% | [Major Shareholders and Related Party Transactions](index=82&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Ownership is dominated by the CEO, and significant related party transactions include $2.67 million in subcontracting costs paid to an affiliated company - Major shareholders are detailed in Item 6.E, highlighting the **control held by CEO Swee Kheng Chua**[383](index=383&type=chunk) Key Related Party Transactions (FY2022-2024) | Transaction | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Subcontracting costs - Total Protection Solution Pte Ltd | $2,667,045 | $2,504,458 | $1,668,048 | | Subcontracting costs - iMatrix Global Pte Ltd | - | $16,403 | $150,305 | Key Management Personnel Compensation (FY2022-2024) | Year | Total Compensation | | :--- | :--- | | 2024 | $978,672 | | 2023 | $319,190 | | 2022 | $403,798 | - On March 18, 2024, **20,788,886 Class B Ordinary Shares were issued to board members, executive officers, and their affiliates** as part of a share-based compensation plan[322](index=322&type=chunk)[389](index=389&type=chunk) [Additional Information](index=86&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers the BVI legal structure, dual-class shares, controlled company status, and key tax considerations including PFIC risk for U.S. holders [Memorandum and Articles of Association](index=86&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) The company is governed by BVI law with a dual-class share structure that establishes it as a "controlled company" under Nasdaq rules - The company's authorized share capital is **250,000,000 Class A Ordinary Shares (1 vote/share)** and **100,000,000 Class B Ordinary Shares (100 votes/share)**[405](index=405&type=chunk) - Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder; Class A shares are not convertible[411](index=411&type=chunk) - As a **"controlled company,"** Concorde is exempt from certain Nasdaq corporate governance rules, including the requirement for a majority of independent directors[407](index=407&type=chunk) [Taxation](index=98&type=section&id=E.%20Taxation) The company is exempt from BVI taxes but faces a significant risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. investors - The company is incorporated in the British Virgin Islands and is **exempt from all BVI income, capital gains, and dividend withholding taxes**[470](index=470&type=chunk) - There is a risk that the company could be classified as a **Passive Foreign Investment Company (PFIC)** for U.S. federal income tax purposes, which could have adverse tax consequences for U.S. Holders[129](index=129&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk) - The company's Singapore subsidiaries are subject to a **17% corporate income tax rate**, and dividends paid are tax-exempt to shareholders under a one-tier system[271](index=271&type=chunk)[502](index=502&type=chunk) [Controls and Procedures](index=108&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were ineffective as of December 31, 2024, due to identified material weaknesses in internal control - Management concluded that as of December 31, 2024, the company's **disclosure controls and procedures were ineffective**[528](index=528&type=chunk) - **Material weaknesses in internal control over financial reporting** were identified, including lack of proper segregation of duties and insufficient IFRS training for accounting staff[531](index=531&type=chunk) - Remediation plans include hiring more qualified staff, establishing a formal financial control framework, and strengthening corporate governance[530](index=530&type=chunk)[532](index=532&type=chunk) [Corporate Governance](index=111&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a "controlled company," Concorde utilizes exemptions from certain Nasdaq corporate governance requirements for its committees - The company is a **"controlled company"** under Nasdaq rules, as over 50% of voting power is held by an individual[546](index=546&type=chunk) - Due to its controlled company status, Concorde is exempt from and utilizes exemptions for certain Nasdaq governance requirements, such as having fully independent compensation and nominating committees[546](index=546&type=chunk) [Cybersecurity](index=112&type=section&id=ITEM%2016K.%20CYBERSECURITY) The company maintains a cybersecurity risk program with board oversight and has experienced no material incidents to date - The company has integrated cybersecurity risk management into its overall enterprise risk management system, with oversight from the board of directors[550](index=550&type=chunk)[554](index=554&type=chunk) - A comprehensive cybersecurity threat defense system is in place, and the company has experienced **no material cybersecurity incidents** to date[551](index=551&type=chunk)[552](index=552&type=chunk) [Financial Statements](index=116&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements for FY2022-2024, prepared under IFRS, with an unqualified audit opinion [Consolidated Statements of Financial Position](index=118&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) Total assets grew to $10.27 million and total liabilities increased to $8.01 million as of December 31, 2024, while total equity declined to $2.26 million Consolidated Statement of Financial Position Highlights (As of Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | **Total Assets** | **$10,273,207** | **$8,550,581** | | Total Current Assets | $5,378,614 | $5,287,321 | | Total Non-current Assets | $4,894,593 | $3,263,260 | | **Total Liabilities** | **$8,013,010** | **$5,848,005** | | Total Current Liabilities | $4,580,526 | $3,514,897 | | Total Non-current Liabilities | $3,432,484 | $2,333,108 | | **Total Equity** | **$2,260,197** | **$2,702,576** | [Consolidated Statements of Profit or Loss and Other Comprehensive (Loss)/Income](index=119&type=section&id=Consolidated%20Statements%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20(Loss)%2FIncome) For FY2024, the company reported a net loss of $83.62 million, or $(5.08) per share, driven by a large non-cash expense Consolidated Profit and Loss Summary (For the Year Ended Dec 31) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | $10,490,668 | $10,655,993 | $5,006,345 | | Share-based compensation | ($83,155,336) | - | - | | **(Loss) /Profit for the year** | **($83,623,097)** | **$994,194** | **($803,980)** | | Basic (Loss)/Earnings per share | ($5.08) | $9.61 | ($7.83) | [Consolidated Statements of Changes in Equity](index=120&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity decreased to $2.26 million in FY2024, as the $83.62 million net loss was largely offset by an $83.16 million increase in other reserves - Total equity decreased to **$2,260,197 as of Dec 31, 2024**, from $2,702,576 as of Dec 31, 2023[578](index=578&type=chunk) - The major changes in equity during 2024 were the **net loss of ($83.6M)** and the **share-based compensation of $83.2M**, which was recorded as an increase in 'Other reserves'[578](index=578&type=chunk) [Consolidated Statements of Cash Flows](index=122&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $0.56 million in FY2024, with financing activities providing $1.59 million, resulting in a slight increase in total cash Consolidated Cash Flow Summary (For the Year Ended Dec 31) | Cash Flow Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash (used in)/from operating activities | ($564,187) | $790,944 | ($931,028) | | Net cash used in investing activities | ($952,990) | ($309,631) | ($912,089) | | Net cash provided by financing activities | $1,589,835 | $947 | $602,923 | | **Net change in cash and cash equivalents** | **$72,658** | **$482,260** | **($1,240,194)** |

As filed with the U.S. Securities and Exchange Commission on January 7, 2025. Registration No. 333-281799 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCORDE INTERNATIONAL GROUP LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's Name into English) British Virgin Islands 7381 Not Applicable (State or other jurisdiction of incorporation or organizati ...

Registration No. 333-281799 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCORDE INTERNATIONAL GROUP LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's Name into English) British Virgin Islands 7381 Not Applicable As filed with the U.S. Securities and Exchange Commission on December 17, 2024. (State or other jurisdiction of incorporation or organiza ...

As filed with the U.S. Securities and Exchange Commission on November 26, 2024. Registration No. 333-281799 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCORDE INTERNATIONAL GROUP LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's Name into English) British Virgin Islands 7381 Not Applicable (State or other jurisdiction of incorporation or organiza ...

As filed with the U.S. Securities and Exchange Commission on November 5, 2024. Registration No. 333-281799 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCORDE INTERNATIONAL GROUP LTD (Exact name of Registrant as specified in its charter) Not Applicable (I.R.S. Employer Identification No.) British Virgin Islands 7381 Not Applicable (State or other jurisdiction of incorporation or organization) (Prima ...

As filed with the U.S. Securities and Exchange Commission on September 17, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCORDE INTERNATIONAL GROUP LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's Name into English) (State or other jurisdiction of incorporation or organization) British Virgin Islands 7381 Not Applicable (Primary Standard Ind ...

As filed with the U.S. Securities and Exchange Commission on August 27, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCORDE INTERNATIONAL GROUP LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's Name into English) Cogency Global Inc. 122 East 42 Street, 18 Floor New York, NY 10168 (800)221-0102 (Names, address, including zip code, and t ...