Tracx Logis: Securities offering (amended)

Cover page 12 changes

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As filed with the U.S. Securities and Exchange Commission on October 8 29 , 2026.

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• a public offering prospectus (the "Public Offering Prospectus") to be used for the initial public offering of 1,500,000 1,000,000 ordinary shares of the Registrant through the underwriters underwriter 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. underwriter.

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Subject to Completion dated October 8 29 , 2026

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1,500,000 1, 000 ,000 ORDINARY SHARES

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

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

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(1) Does not include a non -accountable expense allowance equal to 1.0% of the public offering price. We have also agreed to reimburse certain expenses of the underwriters underwriter and to issue to the underwriters underwriter warrants to purchase up to a total of 5% of the ordinary shares sold in the offering. Such warrants and underlying shares are included in this prospectus. For additional information on underwriting compensation, see "Underwriting."

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We have granted the underwriters underwriter an option to purchase up to 225,000 150,000 ordinary shares for a period of 45 days from the date of this prospectus to cover over -allotments at the initial public offering price less the underwriting discount.

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The underwriters expect underwriter expects to deliver the ordinary shares against payment on 2026.

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Revere Securities LLC

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Neither we nor the underwriters underwriter 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.

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About this Prospectus 2 changes

We and the underwriters underwriter 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 underwriter 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 underwriter 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 underwriter 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.

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Conventions that Apply to this Prospectus 2 changes

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• "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. underwriter.

• "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. underwriter.

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Presentation of Financial and Other Information 1 change

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Unless the context otherwise indicates, the information presented in this prospectus assumes that the underwriters do underwriter does not exercise their its option to purchase additional ordinary shares.

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Prospectus summary 1 change

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• We have strong relationships with our top customers and e -commerce platforms . We benefit from having a robust active customer base, resulting in part from being a first mover in the cross -border e -commerce business starting in 2011. We had an active customer base of 77,255 in 2024 and 36,240 in 2025, respectively, comprising brands, sellers, merchants and manufacturers transacting on some of Asia's major e -commerce platforms. We also have a core customer base consisting of major multinational corporations that use our Enterprise Logistics services for their freight forwarding and supply chain management needs, built over 30 years of providing high quality services to our customers beginning in August 2, 1994. We had 7, 45 1 7,451 and 6,7 65 6,765 active Enterprise Logistics customers in 2024 and 2025, respectively. We have been able to successfully maintain and expand our relationships with many of our key customers and e -commerce platform partners, which we believe are due in part to our ability to continually meet or exceed their requirements for quality, efficiency and reliability of service. We expect to increase our capacity for volumes shipped with our existing customers as we expand our business, and our ability to create scale and efficiencies will allow us to provide our vendors with the shipping volumes required to retain low cost services for our customers, creating a virtuous cycle in our businesses.

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The offering 8 changes

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1,500,000 1,000,000 ordinary shares (or 1,725,000 1,150,000 ordinary shares if the underwriters exercise their underwriter exercises its option to purchase additional ordinary shares from us in full).

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We have granted the underwriters underwriter an option, exercisable within 45 days from the date of this prospectus, to purchase up to 225,000 150,000 additional ordinary shares to cover over -allotments .

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We have agreed to issue to the underwriters underwriter warrants to purchase up to a total of 5% of the ordinary shares sold in this offering. The warrants will have an exercise price of 120% of the public offering price and be exercisable for a period of three (3) years commencing nine (9) months from the effective date of the offering.

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17,185,597 16,685,597 ordinary shares (or 17,410,597 16,835,597 ordinary shares if the underwriters exercise their underwriter exercises its option to purchase additional ordinary shares in full), after giving effect to:

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We expect that we will receive net proceeds of approximately $25.3 $16.4 million from this offering (or approximately $29.4 $19.1 million if the underwriters exercise their underwriter exercises its option to purchase additional ordinary shares in full), assuming an initial public offering price of $20.00 per ordinary share, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us.

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We have applied to have our ordinary shares listed on the Nasdaq Global Capital Market the under the symbol "TRCX".

We, our directors, executive officers, and all holders of our outstanding ordinary shares have agreed with the underwriters, underwriter, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ordinary shares or similar securities for a period of six months after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information.

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• no exercise by the underwriters underwriter of their its option to purchase up to 225,000 150 ,000 additional ordinary shares from us to cover over -allotments , if any, or their its warrants to purchase up to 5% of the ordinary shares sold in the offering;

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Risk factors 8 changes

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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 the 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.

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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 Capital 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.

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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 Capital 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 Nasd aq Global Capital Ma rket corporate governance standards, as applicable, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq Global Capital Market requirements. A foreign private issuer must disclose in its annual reports filed with the SEC, each Nasdaq Global Capital 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 Capital Market, we expect to follow our home country practice with respect to certain corporate governance practices. Unlike the requirements of the Nasdaq Global Capital 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 Capital Market corporate governance standards.

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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 Capital 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.

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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 (deficit) as of June 30, 2026 would have been S$3.8 S$(7.8) million (US$2.9 (US$(6.0) million), or S$0.22 (US$0.17) S$(0.47) (US$(0.36)) per share. This represents an immediate dilution in net tangible book value of S$25.66 (US$19.83) S$26.35 (US$20.36) per share to investors in this offering. For a calculation of the dilution purchasers in this offering will incur, see "Dilution."

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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 16,685,597 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.

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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, underwriter, 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.

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Use of proceeds 3 changes

We expect that we will receive net proceeds from this offering of approximately $25.3 $16.4 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 underwriter exercises its option to purchase additional ordinary shares in full, our net proceeds will be approximately $29.4 $19.1 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 $0.9 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.

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• approximately 40% for working capital, including approximately 25% of such amount for our trade payables and the remainder for general working capital, including operating expenses;

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Because the portion of net proceeds allocated to trade payables will not be sufficient to discharge all outstanding trade payables or other current liabilities shown in our consolidated balance sheet as of June 30, 2026, we intend to satisfy the remaining balance of our current liabilities using cash generated from operating activities, including cash -on-hand and on -going collections of other receivables and trade receivables, and available borrowings under future credit facilities. We may also seek to negotiate payment plans or extended credit terms with certain trade creditors where commercially appropriate.

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Capitalization 2 changes

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As of June 30 , 2026

• 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 1,000,000 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 underwriter's option to purchase additional ordinary shares, and our receipt of the estimated net proceeds from this offering.

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Dilution 4 changes

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After giving effect to the issuance and sale of 1,500,000 1,000,000 ordinary shares in this offering at an assumed initial public offering price of US$20.00 per share, being the mid -point of the estimated public offering price range shown on the cover 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 over -allotment option, our pro forma as adjusted net tangible book value (deficit) as of June 30, 2026 would have been S$3.8 S$(7.8) million (US$2.9 (US$(6.0) million), or S$0.22 S$(0.47) per ordinary share (US$0.17 (US$(0.36) per share). This represents an immediate increase in pro forma as adjusted net tangible book value of S$120.46 per ordinary share (US$93.07 per ordinary share) to our existing shareholders and an immediate dilution in pro forma as adjusted net tangible book value of S$25.66 S$26.35 per ordinary share (US$19.83 (US$20.36 per ordinary share) to new investors in this offering purchasing at the assumed initial public offering price.

Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis (without giving effect to any exercise by the underwriters underwriter of their its option to purchase additional shares):

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Historical net tangible book value (deficit) as of June 30, 2026 (94.50 ) Increase per share attributable to the pro forma adjustments described above US$ 93.07 Pro forma net tangible book value (deficit) per share as of June 30, 2026 (1.43 ) Increase in pro forma as adjusted net tangible book value attributable to new investors in this offering US$ 1.60 1.07 Pro forma as adjusted net tangible book value (deficit) per share immediately after this offering US$ 0.17 (0.36 ) Dilution per share to new investors in this offering US$ 19.83 20.36 A $1.00 increase (decrease) in the assumed public offering price of US$20.00 per ordinary share would increase (decrease) our pro forma as adjusted net tangible book value per ordinary share by S$0.32 S$0.07 per ordinary share (US$0.25 (US$0.06 per ordinary share), assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses and assuming no exercise of the over -allotment option.

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Each US$1.00 increase (decrease) in the assumed public offering price of US$20.00 per share would increase (decrease) the total consideration paid by new investors in this offering, total consideration paid by all shareholders and the average price per ordinary share by US$1.5 US$1.0 million, US$1.5 US$1.0 million and US$0.09 US$0.06 per ordinary share, respectively, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses and assuming no exercise of the over -allotment option.

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MD&A 1 change

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In order to provide the service and geographic scope our customers expect of us, our results of operations depend in part on our ability to effectively invest in and grow our distribution network to meet the increasingly complex demands of our new and existing customers. Our distribution network, consisting of 4 TLFCs and 6 DPCs, covers our operations in 5 countries and regions across Asia and the U.S. serving serves 36 key cross -border routes for e -Commerce Logistics and Enterprise Logistics businesses as of June 30, 2026. With the acquisition of KCI, we have significantly expanded our geographic presence and network coverage in our key markets, including Singapore, Japan and Korea. We have also expanded our geographic footprint in Germany, Belgium and the Netherlands and after this offering we expect to increase our presence in North America. Our ability to continue to invest in and expand our distribution network in desired locations and maintain our operating efficiency through investments in advanced logistics equipment and facilities is critical to our results of operations and financial condition. In addition, we are working with multiple network service partners, including warehouse operators, fulfillment and distribution partners and last mile leaders to build out our network infrastructure for our customers.

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Management 7 changes

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Our board of directors will consist of 5 directors upon the effectiveness of the registration statement of which this prospectus forms a part, three of whom shall be "independent" within the meaning of the corporate governance standards of the Nasdaq Global Capital Market listing rules and will meet the criteria for independence set forth in Rule 10A -3 of the Exchange Act. In addition, our board of directors has adopted a code of ethics, which is applicable to each of our directors, executive officers and employees. We will make this policy available publicly on our website, www.Tracxlogis.com . A director is not required to hold any shares in our company by way of qualification although certain directors have been granted certain options to purchase shares in us. See "— Employee Stock Option Plan."

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Our board of directors reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly, and the Company has determined that Vuk Jeremi ć , Samuel Shin Chul Park and Matthew J. Saker will be "independent directors" as defined by Nasdaq Global Capital Market.

Vuk Jeremi ć , Samuel Shin Chul Park and Matthew J. Saker will be the members of our audit committee upon the effectiveness of the registration statement of which this prospectus forms a part. Samuel Shin Chul Park will serve as the chairman of the audit committee. All members of our audit committee will satisfy the independence standards promulgated by the SEC and by Nasdaq Global Capital Market as such standards apply specifically to members of audit committees. We have determined that Samuel Shin Chul Park possesses accounting or related financial management experience that qualifies him as an "audit committee financial expert," as defined by the rules and regulations of the SEC.

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In general, under Nasdaq Global Capital Market corporate governance standards, foreign private issuers, as defined by the rules adopted under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the Nasdaq Global Capital Market. Accordingly, we intend to follow certain corporate governance practices of our home country, Singapore, in lieu of certain of the corporate governance requirements of the Nasdaq Global Capital Market in respect of the following:

• the requirement under Section 5605(d) of the Nasdaq Global Capital Market listing rules that a compensation committee comprised of at least two independent directors governed by a compensation committee charter oversee executive compensation; and • the requirement under Section 5605(e) of the Nasdaq Global Capital Market listing rules that 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.

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If at any time we cease to be a "foreign private issuer" under the rules of the Nasdaq Global Capital Market and the Exchange Act, as applicable, our board of directors will take all action necessary to comply with the Nasdaq Global Capital Market corporate governance rules.

Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the Nasdaq Global Capital Market corporate governance standards. See "Description of Share Capital."

Principal stockholders 4 changes

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(1) 15,685,597 ordinary shares issued and outstanding after giving retrospective effect to the 1 -for-10 reverse split of our ordinary shares on May 29, 2026 and after giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion; and (2) 17,185,597 16,685 ,597 ordinary shares issued and outstanding immediately after the completion of this offering, assuming the underwriters do underwriter does not exercise their its option to purchase additional ordinary shares.

Ordinary shares that may be acquired by an individual or group within 60 days after the date of this prospectus, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. The underwriters have underwriter has an option to purchase up to 225,000 150,000 additional ordinary shares within 45 days of the date of this prospectus from us to cover over -allotments , if any.

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Underwriters' Option is

Underwriter ' s Option is

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Description of the securities 2 changes

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Our shareholders have approved, among others, the allotment and issue of the new ordinary shares which are the subject of this offering. Upon the consummation of this offering, our issued and outstanding share capital will consist of ordinary shares. Following this offering, we will have 17,185,597 16,685,597 ordinary shares issued and outstanding (or 17,410,597 16,835,597 ordinary shares if the underwriters exercise underwriter exercises in full their its option to purchase additional shares). We currently only have one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another.

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Our ordinary shares are expected to be listed and traded on the Nasdaq Global Capital Market. DTC or its nominee, Cede & Co., will be the shareholder on record registered in our register of members.

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Shares Eligible for Future Sale 5 changes

Upon the completion of this offering, we will have 17,185,597 16,685,597 ordinary shares outstanding, assuming no exercise of the underwriter's option to purchase additional ordinary shares. All of the ordinary shares sold in this offering will be freely transferable in the United States by persons other than our "affiliates" without restriction or further registration under the Securities Act. As defined in Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer.

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Sales of substantial amounts of the ordinary shares in the public market could adversely affect prevailing market prices of the ordinary shares. Prior to this offering, there has been no public market for our ordinary shares, and while we have applied to list the ordinary shares on the Nasdaq Global Capital Market, we cannot assure you that a regular trading market will develop in the ordinary shares.

We have agreed with the underwriters, underwriter, subject to certain exceptions, not to dispose of or hedge any of our ordinary shares or securities convertible into or exchangeable for our ordinary shares during the period from the date of this prospectus continuing through the date six months after the date of this prospectus, except with the prior written consent of the representatives of the underwriters. representative.

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• 1.0% of the number of our ordinary shares then outstanding, which will equal approximately 171,856 1 66 ,856 ordinary shares immediately after this offering; or • the average weekly reported trading volume of our ordinary shares on the Nasdaq Global Capital Market during the four calendar -weeks preceding the date on which a notice of the sale on Form 144 is filed with the SEC by such person.

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As described in the Explanatory Note to the Registration Statement of which this prospectus forms a part, the Registration Statement also contains the Resale Prospectus to be used in connection with the potential resale by the Resale Shareholders of our ordinary shares held by them. These ordinary shares have been registered to permit public resale of such shares, and the Resale Shareholders may offer the shares for resale from time to time pursuant to the Resale Prospectus. The Resale Shareholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares. No shares may be sold by the Resale Shareholders until our ordinary shares are listed or quoted on an established public trading market. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. None of the ordinary shares registered for resale pursuant to the Resale Prospectus is underwritten by the Underwriters underwriter and will not form a part of this offering.

Tax Considerations 2 changes

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Subject to the discussion below under "Passive Foreign Investment Company," distributions of cash or property paid to a U.S. Holder with respect to ordinary shares generally will be included in the U.S. Holder's gross income on the day actually or constructively received by the U.S. Holder from foreign sources to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of earnings and profits will be treated as a non -taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in the ordinary shares and thereafter as capital gain. Because we do not intend to calculate our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Under current law, with respect to certain non -corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate, rather than the marginal tax rates generally applicable to ordinary income, applicable to "qualified dividend income," provided that (1) the ordinary shares are readily tradable on an established securities market in the United States, including the Nasdaq Global Capital Market, (2) we are neither a PFIC nor treated as such with respect to such U.S. Holder for the taxable year in which the dividend is paid and the preceding taxable year and (3) certain holding period requirements are met. We intend to apply to list our ordinary shares on the Nasdaq Global Capital Market. Provided the listing is approved on the Nasdaq Global Capital Market, which are established securities markets in the United States, our ordinary shares are expected to be readily tradable on an established securities market. The dividends will not be eligible for the dividends received deduction available to corporations in respect of dividends received from other U.S. corporations.

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The mark -to -market election is available only for "marketable stock," which is stock that is regularly traded in other than de minimis quantities on at least 15 days during each calendar quarter on a qualified exchange, including the Nasdaq Global Capital Market, or other market, as defined in applicable regulations. The ordinary shares will be listed on the Nasdaq Global Capital Market, and we expect, although no assurance can be given, that they will be regularly traded on the Nasdaq Global Capital Market. It is unclear whether the ordinary shares will be treated as "marketable stock" for purpose of the mark -to -market rules. In addition, the mark -to -market election generally would not be effective for any lower -tier PFICs. U.S. Holders are urged to consult their own tax advisers regarding the U.S. federal income tax consequences that would arise if we are treated as a PFIC while such holders hold ordinary shares.

8 unchanged paragraphs

Plan of distribution 18 changes

In connection with this offering, we have entered into an underwriting agreement with Roth Capital Partners, LLC, as representative of the underwriters, or the representative, in this offering. The representative may retain other brokers or dealers to act as sub -agents or selected dealers on their behalf in connection with this offering. Each The underwriter has agreed to purchase from us, on a firm commitment basis, the number of ordinary shares set forth opposite its name below, at the offering price less the underwriting discounts set forth on the cover page of this prospectus:

1 unchanged paragraph

Revere Securities LLC

The underwriters are underwriter is committed to purchase all the ordinary shares offered by this prospectus if they purchase it purchases any ordinary shares. The underwriters are underwriter is not obligated to purchase the ordinary shares covered by the underwriter's over -allotment option to purchase ordinary shares as described below. The underwriters are underwriter is offering the ordinary shares, subject to prior sale, when, as, and if issued to and accepted by them, it subject to approval of legal matters by their counsel and other conditions contained in the underwriting agreement, such as the receipt by the underwriters underwriter of officer's certificates and legal opinions. The underwriters reserve underwriter reserves the right to withdraw, cancel, or modify offers to the public and to reject orders in whole or in part.

3 unchanged paragraphs

We have granted the underwriters underwriter an over -allotment option. This option, which is exercisable within 45 days from the date of this prospectus, permits the underwriters underwriter to purchase a maximum of 225,000 150,000 additional ordinary shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters underwriter may exercise this option solely for the purpose of covering over -allotments , if any, made in connection with this offering. To the extent the option is exercised, each the underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ordinary shares as the number listed next to the underwriter's name in the preceding table bears to the total number of additional ordinary shares listed next to the names of all underwriters in for which it exercises the preceding table. option.

1 unchanged paragraph

The underwriting discounts for the ordinary shares, including the over -allotment shares are equal to 7% of the offering price. We have also agreed to pay a non -accountable expense allowance to the underwriters underwriter equal to 1.0% of the gross proceeds received in this offering, provided that the non -accountable expense allowance will not be owed with respect to any proceeds received from sale of the ordinary shares to certain investors identified in the underwriting agreement. The underwriting discounts do not include certain out -of-pocket expenses, each as described below.

5 unchanged paragraphs

(1) We have agreed to pay a non -accountable expense allowance to the underwriters underwriter equal to 1.0% of the gross proceeds received in this offering, provided that the non -accountable expense allowance will not be owed with respect to any proceeds received from sale of the ordinary shares to certain investors identified in the underwriting agreement.

We have agreed to pay up to $215,000 of the underwriter's expenses in connection with the offering, including legal expenses.

The underwriters propose underwriter proposes to offer the ordinary shares to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriters underwriter may offer some of the ordinary shares to other securities dealers at such price less a concession not in excess of $[___] per ordinary share.

We estimate that expenses payable by us in connection with this offering, other than the underwriting discount and the non -accountable expense allowance referred to above, will be approximately US$2.3 US$2.1 million.

1 unchanged paragraph

The Company has agreed to issue to the representative or its designees warrants to purchase up to a total of 5% of the ordinary shares sold in this offering. Such warrants and underlying ordinary shares are included in this prospectus, provided that such warrants will not be owed with respect to any proceeds received from sale of the ordinary shares to certain investors identified in the underwriting agreement. The warrants will have an exercise price equal to 120% of the public offering price per ordinary share and will be exercisable for a period of three (3) years commencing nine (9) months from the effective date of the offering in compliance with FINRA Rule 5110. The warrants have been deemed compensation by FINRA and are therefore subject to a 6 -month lock -up pursuant to Rule 5110 of FINRA. The underwriters underwriter (or their its permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from effectiveness. The warrants may be exercised as to all, or a lesser number of ordinary shares and will provide for cashless exercise. Such warrants will provide for piggyback registration rights. The piggyback registration rights provided will not be greater than three years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D). The warrants will have anti -dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F). The Company will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or the Company's recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of ordinary shares at a price below the warrant exercise price.

3 unchanged paragraphs

The underwriters do underwriter does not intend to confirm sales of the securities offered hereby to any accounts over which they have it has discretionary authority.

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A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriter or selling group members. The underwriters underwriter may agree to allocate a number of securities to underwriter and selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

In connection with this offering, the underwriters underwriter may engage in stabilizing transactions, over -allotment transactions, syndicate -covering transactions, penalty bids and purchases to cover positions created by short sales.

4 unchanged paragraphs

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our ordinary shares or preventing or retarding a decline in the market price of our ordinary shares. As a result, the price of our ordinary shares in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make underwriter makes any representation or prediction as to the effect that the transactions described above may have on the price of our ordinary shares. These transactions may be affected in the over -the -counter market or otherwise and, if commenced, may be discontinued at any time.

1 unchanged paragraph

In connection with this offering, the underwriters underwriter and selling group members may engage in passive market making transactions in our ordinary shares on the Nasdaq Global Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, then that bid must then be lowered when specified purchase limits are exceeded.

The underwriters underwriter and their its affiliates have in the past and may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they have in the past and may in the future receive customary fees.

1 unchanged paragraph

Other than in the United States, no action has been taken by us or the underwriters underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

We have agreed to indemnify the underwriters underwriter and their its affiliates against liabilities relating to the offering arising under the Securities Act and the Exchange Act and to contribute to payments that the underwriters underwriter may be required to make for these liabilities.

Expenses of the Offering 1 change

5 unchanged paragraphs

All amounts in the table are estimates except the SEC registration fee, the Nasdaq Global Capital Market listing fee and the FINRA filing fee. The Company will pay all of the expenses of this offering.

Legal Matters 1 change

The validity of the ordinary shares and certain other matters of Singapore law will be passed upon for us by Allen Overy Shearman Sterling LLP. Certain matters of U.S. federal and New York state law will be passed upon for us by Allen Overy Shearman Sterling. Certain legal matters with respect to PRC laws in connection with this offering will be passed upon for us by Global Law Office. Sichenzia Ross Ference Carmel LLP, New York, New York, is acting as counsel with respect to New York state and United States federal law for the underwriters. underwriter.

Note 2: Summary of significant accounting policies 1 change

1 unchanged paragraph

These interim financial statements for the six months ended June 30, 2026 and 2025 have been prepared in accordance with IAS 34 interim Financial Reporting, and should be read in conjunction with the Group's last annual consolidated financial statements as of and for the years ended December 31, 2025 and 2024. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. The unaudited condensed consolidated financial statements were authorized for issue by the Board of Directors on October [], 8, 2026.

12 unchanged paragraphs