Financial Performance - The company generated a net loss of S$5,432,893 for the financial year ended June 30, 2025, compared to a net loss of S$1,466,690 for the financial year ended June 30, 2024[40]. - The company has incurred losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern[39]. - The company does not expect to pay any cash dividends in the foreseeable future, relying instead on price appreciation for returns on investment[64]. Capital and Funding - The company had working capital of S$10,071,038 as of June 30, 2025, primarily due to public securities offerings during that year[40]. - The company completed its initial public offering on September 26, 2024, raising approximately $6.994 million from the sale of 1,650,000 Ordinary Shares at a price of $4.75 per share[23]. - An aggregate of 10,000,000 Ordinary Shares were sold for gross proceeds of $5,000,000 in the Best Efforts Offering conducted on January 31, 2025[25]. - The company has S$0.5 million in total bank facilities available, with S$0.2 million drawn down as of June 30, 2025, bearing fixed interest rates between 2.5% to 3.25% and a variable rate of 6.2%[431]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on December 16, 2024, indicating non-compliance with the minimum market value of listing securities of $35,000,000[26]. - The company executed a reverse stock split of 1:9 on July 22, 2025, to comply with Nasdaq's Minimum Bid Price Requirement[33]. - The company is exempt from certain Nasdaq corporate governance requirements, which may afford less protection to shareholders compared to U.S. domestic issuers[69][77]. - The company may lose its foreign private issuer status in the future, resulting in significant additional costs and expenses related to compliance with U.S. domestic issuer requirements[82]. - Changing laws and regulations regarding corporate governance and public disclosure are increasing compliance costs and creating uncertainty for the company[84]. Operational Risks - The company’s operations are significantly exposed to social, economic, political, and legal developments in Singapore, where all revenue was derived during the financial years ended June 30, 2025, and 2024[38]. - The company primarily provides meal services to foreign workers in the construction, marine, and manufacturing industries, which are sensitive to economic conditions affecting hiring practices[42]. - Disruptions at the Central Kitchen in Singapore could lead to significant revenue reductions and negatively affect brand value[44]. - Compliance with changing food safety regulations may incur substantial costs, impacting business operations and financial condition[45]. - The competitive landscape is dynamic, and failure to compete effectively could result in loss of market share and decreased profitability[48]. Financial Risks - Food costs are variable and subject to inflation risks, which could adversely impact financial performance if not managed effectively[43]. - The company has approximately S$0.3 million in fixed interest rate loans, with potential future variable rate loans exposing it to interest rate risks[52]. - The company is exposed to liquidity risk and may seek short-term funding from financial institutions and related parties to cover any liquidity shortages[433]. - The company has no significant exposure to credit risk as it does not hold collateral, with maximum exposure limited to trade and other receivables and cash[432]. Corporate Governance - The indirect controlling shareholder, Hero Global Enterprises Limited, owns 1,171,917 Class B Ordinary Shares, representing approximately 85% of the total voting power[68]. - Shareholders have limited rights under Cayman Islands law to inspect corporate records, which may hinder their ability to obtain necessary information[76]. - The company plans to rely on home country practices for corporate governance, potentially resulting in less protection for shareholders[77]. - As an emerging growth company, the company can delay compliance with certain new or revised financial accounting standards[81]. Accounting and Reporting - The company anticipates expanded disclosures in its financial statements due to the adoption of ASC 740, particularly regarding rate reconciliation and deferred tax assets[438]. - The company is evaluating the impact of ASU 2024-01 on its consolidated financial statements but does not expect it to be material[439]. - The company’s reporting currency is the Singapore dollar, with almost all revenues and expenses denominated in this currency[434]. Auditor and Inspection - The company’s auditor, Onestop Assurance PAC, was last inspected by the PCAOB on July 13, 2023, and is not currently subject to PCAOB determinations[87]. - The company has appointed Puglisi & Associates as its agent for service of process under U.S. securities laws[91]. Geographic and Market Considerations - The company operates entirely outside the United States, with all assets and operations primarily located in Singapore[90]. - The company is incorporated in the Cayman Islands, benefiting from political and economic stability, but faces less developed securities laws compared to the U.S.[89].
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