Core Viewpoint - iOThree Limited has announced a strategic collaboration with Seadronix to integrate AI technology into its V.Sight platform, enhancing navigational safety and operational efficiency in the maritime industry [2][3][4]. Company Overview - iOThree Limited is a pioneering provider of digital solutions for the maritime industry, focusing on optimizing vessel operations and enhancing safety [2][9]. - Seadronix specializes in AI-powered navigation and perception systems for maritime applications, emphasizing sensor fusion and real-time situational awareness [8]. Collaboration Details - The partnership will integrate Seadronix's Rec-SEA AI core module into iO3's V.Sight platform, introducing V.Sight AI-Assisted Navigation, which includes advanced visual recognition and risk detection capabilities [3][4]. - This collaboration aims to address the increasing demands for regulatory compliance and operational optimization in the maritime sector, particularly in congested or challenging navigation environments [4][5]. Technological Advancements - The enhanced V.Sight platform will provide ship owners and crews with improved hazard detection and actionable insights in real-time, facilitating informed decision-making in complex marine environments [5][6]. - Future enhancements are planned, including advanced object classification and predictive routing, which will further improve maritime situational intelligence [7]. Industry Context - The maritime industry is experiencing a shift towards interoperability and modular integration, where various technologies are combined to create high-performance systems [5][6]. - AI-assisted systems are becoming essential due to the growing complexity of navigation and vessel traffic, highlighting the need for innovative solutions in maritime operations [4][6].

[PART I: Company Information and Risk Factors](index=12&type=section&id=PART%20I) [Risk Factors](index=12&type=section&id=Item%203.D.%20Risk%20Factors) The company faces risks from its early-stage operations, customer and supplier concentration, regulatory environment, technological vulnerabilities, and founder's significant control leading to 'controlled company' status - As an early-stage entity since 2019, the company's limited operating history makes future performance difficult to predict[66](index=66&type=chunk) - In FY2025, **44.0% of total revenue** was derived from the top five key customers, indicating significant concentration[79](index=79&type=chunk) - The top five suppliers accounted for **50.1% of the total cost of sales** in FY2025, posing a significant concentration risk[80](index=80&type=chunk) - As a 'foreign private issuer' and 'controlled company' due to founder's majority ownership, the company is exempt from certain U.S. corporate governance standards[118](index=118&type=chunk)[121](index=121&type=chunk) - On June 3, 2025, Nasdaq notified the company of non-compliance with the **$1.00 minimum bid price** requirement, with a deadline of December 1, 2025, to regain compliance[135](index=135&type=chunk) [Information on the Company](index=36&type=section&id=Item%204.%20Information%20on%20the%20Company) iOThree, a Cayman Islands holding company, provides maritime digital technologies through its Singapore subsidiary, ranking fifth in the market with two core segments and a flagship JARVISS platform [History and Development](index=36&type=section&id=4.A.%20History%20and%20Development%20of%20the%20Company) Incorporated in Singapore in 2019, iOThree Limited became the ultimate holding company in 2023, completed its Nasdaq IPO in April 2025, and expanded into Malaysia - The company completed its IPO on April 11, 2025, listing on Nasdaq under 'IOTR' at **$4.00 per share**[159](index=159&type=chunk) - Corporate reorganizations in 2023 and 2024 established iOThree Limited (Cayman Islands) as the holding company for its BVI and Singapore operating subsidiaries[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Business Overview](index=37&type=section&id=4.B.%20Business%20Overview) The company operates in satellite connectivity and digitalization solutions, offering its JARVISS platform, ranking fifth in Singapore's maritime market, and pursuing growth through solution enhancement, geographic expansion, and M&A - The company operates in two segments: satellite connectivity solutions and digitalization and other solutions[165](index=165&type=chunk) - JARVISS, the flagship unified digital shipboard platform, integrates native and third-party applications for connectivity management, cybersecurity, and data acceleration[197](index=197&type=chunk)[166](index=166&type=chunk) - Growth strategies include broadening solutions, expanding geographically into Asia and the Middle East, and pursuing strategic M&A and alliances[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk) - In FY2025, the top five customers accounted for **44.0% of revenue**, and the top five suppliers for **50.1% of the cost of sales**, indicating significant concentration[256](index=256&type=chunk)[259](index=259&type=chunk) - Key competitors include Navarino, Marlink, and Inmarsat for satellite connectivity, and Alpha Ori, Zero North, and Storm Geo for digitalization solutions[272](index=272&type=chunk) [Regulations](index=59&type=section&id=Regulations) Singaporean operations are subject to local regulations covering workplace safety, employee compensation, foreign worker employment, data protection (PDPA), income tax, and customs for goods export - Operations are governed by Singapore's Workplace Safety and Health Act (WSHA) and Work Injury Compensation Act (WICA)[280](index=280&type=chunk)[282](index=282&type=chunk) - Employment practices are regulated by the Employment Act, Employment of Foreign Manpower Act (EFMA), and Central Provident Fund (CPF) Act[285](index=285&type=chunk)[288](index=288&type=chunk)[293](index=293&type=chunk) - The company is subject to Singapore's Personal Data Protection Act (PDPA), governing personal data handling and data breach notifications[299](index=299&type=chunk)[300](index=300&type=chunk)[304](index=304&type=chunk) [Operating and Financial Review and Prospects](index=64&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) FY2025 revenue grew **22.1% to $10.5 million**, but gross profit remained flat at **$1.9 million**, leading to a wider net loss of **$230,515** due to lower margins and higher costs, with liquidity impacted by equipment investments [Operating Results](index=64&type=section&id=5.A.%20Operating%20Results) FY2025 total revenue increased **22.1% to $10.5 million**, but gross profit remained stable at **$1.9 million** with a margin decline to **17.8%**, resulting in a net loss of **$230,515** Consolidated Results of Operations (Years ended March 31) | | 2025 (US$) | 2024 (US$) | 2023 (US$) | |:---|---:|---:|---:| | **Revenues, net** | **10,478,550** | **8,570,070** | **7,487,564** | | Cost of revenue | (8,614,316) | (6,724,479) | (5,231,836) | | **Gross profit** | **1,864,234** | **1,845,591** | **2,255,728** | | Total operating cost and expenses | (2,066,888) | (1,878,740) | (1,206,354) | | (Loss)/Income from operations | (202,654) | (33,149) | 1,049,374 | | **NET (LOSS)/INCOME** | **(230,515)** | **(4,446)** | **924,160** | Revenue by Segment (Years ended March 31) | Revenue Segment | 2025 (US$) | 2024 (US$) | 2023 (US$) | |:---|---:|---:|---:| | **Satellite connectivity solution** | **6,658,181** | **5,612,098** | **4,986,262** | | - Subscription | 4,408,157 | 3,678,354 | 3,605,177 | | - Sales and lease of equipment | 2,250,024 | 1,933,744 | 1,381,085 | | **Digitalization and other solutions** | **3,820,369** | **2,957,972** | **2,501,302** | | - Subscription | 503,586 | 369,179 | 84,770 | | - Equipment and engineering services | 3,316,783 | 2,588,793 | 2,416,532 | | **Total Revenue** | **10,478,550** | **8,570,070** | **7,487,564** | - Gross profit margin for satellite connectivity solutions decreased from **29.6% in FY2024 to 25.5% in FY2025**, primarily due to lower-margin Starlink services[335](index=335&type=chunk) - Gross profit margin for digitalization and other solutions decreased from **6.2% in FY2024 to 4.3% in FY2025**, mainly due to increased staff costs[336](index=336&type=chunk) [Liquidity and Capital Resources](index=72&type=section&id=5.B.%20Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company had **$0.5 million** working capital and **$0.4 million** cash, with net cash from operations decreasing to **$0.5 million** in FY2025, primarily due to increased investing activities Consolidated Cash Flows (Years ended March 31) | | 2025 (US$) | 2024 (US$) | 2023 (US$) | |:---|---:|---:|---:| | Net cash provided by operating activities | 488,097 | 1,631,420 | 725,952 | | Net cash used in investing activities | (581,050) | (491,365) | (119,182) | | Net cash used in financing activities | (465,532) | (539,194) | (410,337) | | **Net change in cash and cash equivalents** | **(551,975)** | **593,544** | **189,799** | - As of March 31, 2025, working capital was approximately **$0.5 million**, with **$4.1 million** in current assets and **$3.6 million** in current liabilities[365](index=365&type=chunk) - Capital expenditures were approximately **$0.6 million, $0.5 million, and $0.1 million** for FY2025, FY2024, and FY2023 respectively, primarily for property, equipment, and intangible assets[378](index=378&type=chunk) [Critical Accounting Estimates](index=75&type=section&id=5.E.%20Critical%20Accounting%20Estimates) Key critical accounting estimates under U.S. GAAP include revenue recognition (ASC 606), lease accounting (ASC 842) for both lessor and lessee, impairment of long-lived assets, and fair value measurement of financial instruments - Revenue is recognized under ASC 606, applying judgment in identifying performance obligations and allocating transaction prices based on estimated standalone selling prices[385](index=385&type=chunk)[386](index=386&type=chunk) - Lease accounting under ASC 842 involves classifying contracts as sales-type or operating leases (lessor) and finance or operating leases (lessee)[391](index=391&type=chunk)[392](index=392&type=chunk)[399](index=399&type=chunk) - Long-lived assets are assessed for impairment when carrying amounts may not be recoverable, comparing them to future undiscounted cash flows[410](index=410&type=chunk) - Fair value of financial instruments is measured using a three-tier hierarchy (Level 1, 2, 3) as defined by ASC 820[411](index=411&type=chunk)[412](index=412&type=chunk)[413](index=413&type=chunk) [Directors, Senior Management, and Employees](index=81&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%2C%20and%20Employees) Led by founder Eng Chye Koh, the company's board includes three independent directors, with FY2025 executive cash compensation totaling **$508,000**, and a workforce of **36 employees** and **12 contractors** Executive Officers and Directors | Name | Age | Position | |:---|:---:|:---| | Eng Chye Koh | 49 | Chief Executive Officer, Chairman | | Fui Chu Lo | 53 | Chief Financial Officer | | Joanna Hui Cheng Soh | 45 | Chief Commercial Officer, Director | | Wei Meng See | 50 | Chief Technology Officer | | Wai Man Raymond Cheung | 48 | Independent director | | Ser Chiang Ng | 58 | Independent director | | Yuanting Zhang | 46 | Independent director | - For FY2025, aggregate cash compensation for the four executive officers was approximately **$508,000**[425](index=425&type=chunk) - As of March 31, 2025, the company had **36 full-time employees** in Singapore and approximately **12 IT contractors** in Malaysia[451](index=451&type=chunk) - The board has established an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each comprising three independent directors[444](index=444&type=chunk) [Major Shareholders and Related Party Transactions](index=88&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) Founder Eng Chye Koh beneficially owns approximately **74.89%** of shares, making the company a 'controlled company' and giving him significant influence, with **$329,427** due to directors as of March 31, 2025 - Founder, Chairman, and CEO Eng Chye Koh beneficially owns **19,209,600 Ordinary Shares**, representing approximately **74.89%** of the company's voting power[457](index=457&type=chunk)[459](index=459&type=chunk) - The company is a 'controlled company' under Nasdaq Listing Rules due to Mr. Koh's majority ownership[148](index=148&type=chunk) - As of March 31, 2025, **$329,427** was payable to directors Eng Chye Koh and Joanna Hui Cheng Soh[460](index=460&type=chunk) [Market Risk Disclosures](index=93&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces significant credit risk with **23.5%** concentration from two customers, exchange rate risk from S$/US$ fluctuations, minimal interest rate risk due to fixed-rate borrowings, and manages liquidity by monitoring cash flows - As of March 31, 2025, two customers accounted for **23.5%** of combined accounts receivable and sale-type lease investments, indicating significant credit risk concentration[494](index=494&type=chunk)[685](index=685&type=chunk) - Exchange rate risk arises from operations in Singapore, with revenues and costs denominated in US$ and S$, impacting reported financial results[500](index=500&type=chunk) - Interest rate risk is limited as all bank borrowings as of March 31, 2025, were at fixed interest rates[498](index=498&type=chunk) [PART II: Corporate Governance and Controls](index=95&type=section&id=PART%20II) [Use of IPO Proceeds](index=95&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) The April 11, 2025 IPO generated **$8.4 million** gross proceeds, with the company receiving **$6.6 million** and selling shareholders **$1.8 million**, after underwriting discounts and issuance costs - The IPO, including over-allotment, generated gross proceeds of **$8.4 million**, with the company receiving **$6.6 million** and selling shareholders **$1.8 million**[511](index=511&type=chunk) [Controls and Procedures](index=95&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2025, with no management assessment or auditor attestation on internal control over financial reporting due to transition rules - Management concluded that disclosure controls and procedures were effective as of March 31, 2025[514](index=514&type=chunk) - The report omits a management report or auditor attestation on internal control over financial reporting due to the transition period for newly public companies[515](index=515&type=chunk)[516](index=516&type=chunk) [Corporate Governance and Other Matters](index=97&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) The board identified Yuanting Zhang as the 'Audit Committee Financial Expert,' adopted a Code of Ethics, and established a cybersecurity risk management framework, with FY2025 audit fees at **$143,805** - The Board of Directors determined that Yuanting Zhang qualifies as the 'Audit Committee Financial Expert'[520](index=520&type=chunk) Principal Accountant Fees (Audit Alliance LLP) | Fee Type | FY 2025 (USD) | FY 2024 (USD) | |:---|---:|---:| | Audit Fees | 143,805 | 329,900 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **143,805** | **329,900** | - The company established a cybersecurity risk management framework and governance structure, with board oversight and CEO-led management responsibility[538](index=538&type=chunk)[541](index=541&type=chunk)[542](index=542&type=chunk) [PART III: Financial Statements](index=101&type=section&id=Item%2018.%20Financial%20Statements) [Consolidated Financial Statements](index=103&type=section&id=Consolidated%20Financial%20Statements) Audited consolidated financial statements for FY2025 and FY2024, prepared under U.S. GAAP, show total assets of **$5.7 million**, liabilities of **$3.9 million**, equity of **$1.7 million**, revenues of **$10.5 million**, and a net loss of **$230,515** for FY2025 Consolidated Balance Sheet (As of March 31) | | 2025 (US$) | 2024 (US$) | |:---|---:|---:| | **Total current assets** | **4,129,805** | **4,434,608** | | **Total non-current assets** | **1,536,700** | **1,418,343** | | **TOTAL ASSETS** | **5,666,505** | **5,852,951** | | **Total current liabilities** | **3,668,025** | **3,505,586** | | **Total long-term liabilities** | **252,999** | **371,369** | | **TOTAL LIABILITIES** | **3,921,024** | **3,876,955** | | **Total shareholders' equity** | **1,745,481** | **1,975,996** | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY** | **5,666,505** | **5,852,951** | Consolidated Statement of Operations (Years ended March 31) | | 2025 (US$) | 2024 (US$) | |:---|---:|---:| | **Revenues, net** | **10,478,550** | **8,570,070** | | Cost of revenue | (8,614,316) | (6,724,479) | | **Gross profit** | **1,864,234** | **1,845,591** | | Loss from operations | (202,654) | (33,149) | | **NET LOSS** | **(230,515)** | **(4,446)** | | **Net loss per share (Basic and diluted)** | **(0.01)** | **-** | Revenue by Geography (Years ended March 31) | Geography | 2025 (US$) | 2024 (US$) | |:---|---:|---:| | Singapore | 5,228,044 | 3,407,171 | | Israel | 1,316,832 | 869,824 | | Malaysia | 1,126,294 | 1,130,439 | | Vietnam | 675,186 | 534,472 | | Indonesia | 398,979 | 816,023 | | Thailand | 295,814 | 625,178 | | Others | 1,433,401 | 1,186,993 | | **Total** | **10,478,550** | **8,570,070** |