Certification affirms compliance with international cyber-resilience standards for onboard computer-based systems SINGAPORE, Jan. 20, 2026 (GLOBE NEWSWIRE) -- iOThree Limited ("iO3" or the "Company") (NASDAQ: IOTR), a pioneering provider of digital solutions for the maritime industry, announces that V.Secure, its maritime cybersecurity system with a managed Security Operations Center (SOC), has been granted IACS UR E27 Type Approval by RINA, the international classification society. This certification confi ...

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Core Insights - 2025 was a pivotal year for the company, marking its first year as a Nasdaq-listed entity and demonstrating the strength of its business model and team resilience [1] Financial Performance - For the financial year ending March 31, 2025, revenue increased by 22.3% to US$10.5 million, driven by sales momentum and disciplined execution [2] - Gross profit rose to US$1.9 million, supported by steady project delivery and recurring revenues from software and solutions [2] - For the half-year ending September 30, 2025, revenue continued to grow, increasing by 39.6% to US$7.3 million, indicating the underlying health and scalability of the business [2] Strategic Developments - The company achieved ISO 9001 and ISO 14001 certifications, validating its commitment to quality and environmental responsibility [3] - Relocation to a larger, purpose-built headquarters improved team integration, workflow efficiency, and future growth capacity [3] Innovation and Technology - Three proprietary digital solutions received classification approval from a leading international classification society, enhancing the company's competitive position [4] - The F.R.I.D.A.Y. Planned Maintenance System (PMS) was highlighted for its role in improving operational efficiency and supporting carbon reporting [4] Market Outlook - The maritime connectivity and digital solutions market is projected to grow at a compounded annual rate of 5.6% through 2028, driven by digitalization, increasing vessel numbers, and demand for automation [6] - Asia Pacific is identified as a key growth area, with strong demand and digitalization momentum in countries like Taiwan, Singapore, Japan, and Korea [7] Future Strategy - The company aims to deepen technology capabilities, scale its global footprint, pursue M&A opportunities, and deliver sustainable growth [8] - Planned use of IPO proceeds includes accelerating product innovation, obtaining further classification approvals, and enhancing marketing visibility [8] Conclusion - The company expresses confidence in its trajectory moving into 2026, supported by a resilient business model, a committed team, and a strong balance sheet [9]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Cemtrex, Inc. (CETX) has increased by 284% to $11.79 - Treasure Global Inc. (TGL) has risen by 135% to $59.83 - Top Wealth Group Holding Limited (TWG) is up 95% at $11.73 - Fulcrum Therapeutics, Inc. (FULC) has gained 49% to $13.29 - MetaVia Inc. (MTVA) is up 33% at $10.90 - Kymera Therapeutics, Inc. (KYMR) has increased by 31% to $87.58 - Confluent, Inc. (CFLT) is up 27% at $29.40 - Immix Biopharma, Inc. (IMMX) has risen by 23% to $6.85 - Nurix Therapeutics, Inc. (NRIX) is up 18% at $21.46 - SU Group Holdings Limited (SUGP) has increased by 15% to $6.44 [3] Premarket Losers - SMX (Security Matters) Public Limited Company (SMX) has decreased by 27% to $242.01 - Meihua International Medical Technologies Co., Ltd. (MHUA) is down 27% at $10.20 - Polyrizon Ltd. (PLRZ) has declined by 16% to $10.90 - Fly-E Group, Inc. (FLYE) is down 16% at $6.90 - Sensei Biotherapeutics, Inc. (SNSE) has decreased by 14% to $8.29 - Kentucky First Federal Bancorp (KFFB) is down 10% at $4.00 - Arteris, Inc. (AIP) has declined by 7% to $16.27 - Fusion Fuel Green PLC (HTOO) is down 6% at $3.89 - Kamada Ltd. (KMDA) has decreased by 5% to $6.69 - iOThree Limited (IOTR) is down 5% at $3.11 [4]

Core Points - iOThree Limited has announced a one-for-ten reverse share split of its ordinary shares, class A shares, and preferred shares, effective November 10, 2025 [1][2] - The reverse share split aims to increase the per share trading price to meet the $1.00 minimum bid price requirement for continued listing on NASDAQ [3] Company Overview - iOThree Limited is a leading provider of maritime digital technologies, offering solutions to optimize vessel operations, enhance safety, and improve efficiency [4]

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** |

As filed with the Securities and Exchange Commission on December 20, 2024. Registration Statement No. 333-276674 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––– Amendment No. 6 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––– iOThree Limited (Exact name of Registrant as specified in its charter) –––––––––––––––––––––––––––––––––––– Not Applicable (Translation of Registrant's name into English ...

As filed with the Securities and Exchange Commission on November 13, 2024. Registration Statement No. 333-276674 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––– Amendment No. 5 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––– iOThree Limited (Exact name of Registrant as specified in its charter) –––––––––––––––––––––––––––––––––––– Not Applicable (Translation of Registrant's name into English ...