As filed with the Securities and Exchange Commission on July 31, 2026.

Registration No. 333-295784

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2

to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUCHNESS TECH LIMITED

(Exact name of registrant as specified in its charter)

Suchness Tech Limited

60 Kaki Bukit Place

Eunos Techpark, #05-01

Singapore 415979

Tel: +65 67413298

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (212) 947-720

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Class A Ordinary Shares

SUCHNESS TECH LIMITED

This is an initial public offering of 5,000,000 class A ordinary shares of par value of US$0.0001 each (“Class A Ordinary Shares”) of SUCHNESS TECH LIMITED. Prior to this offering, there has been no public market for our Class A Ordinary Shares. We expect the initial public offering price to be in the range of US$5.00 to US$7.00 per Class A Ordinary Share, and the number of our Class A Ordinary Shares offered hereby is based upon an assumed offering price of $6.00 per share, the midpoint of such estimated price range.

We have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market (“Nasdaq”) and have reserved the symbol “SUCH” for purposes of listing our Class A Ordinary Shares on Nasdaq. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

We have implemented a dual class voting structure consisting of Class A Ordinary Shares and class B ordinary shares of par value of US$0.0001 each (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) before the effectiveness of the registration statement of which this prospectus is a part. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to 10 votes on all matters subject to vote at general meetings of the Company. Due to the disparate voting power associated with our dual-class voting structure, after the completion of this offering, Poh Hin Tan, our Chief Executive Officer, will beneficially own 29.7% of the issued and outstanding Class A Ordinary Shares and 100% of the issued and outstanding Class B Ordinary Shares, representing 75.8% of our total voting power, assuming the option to purchase additional Class A Ordinary Shares is not exercised by the underwriter, and 74.9% of our total voting power, assuming the option to purchase additional Class A Ordinary Shares is fully exercised by the underwriter. As a result, we will be a “controlled company” as defined under the Nasdaq listing rules. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. See “Risk Factors —We are a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”

We are a holding company incorporated in the Cayman Islands with no material operations of our own. We conduct a substantial majority of our operations through our subsidiaries in Singapore. The Class A Ordinary Shares offered in this prospectus are shares of the Cayman Islands holding company and not shares of the subsidiaries. Holders of our Class A Ordinary Shares will not directly own any equity interests in the subsidiaries.

We are an “emerging growth company” and a “foreign private issuer”, each as defined under the federal securities laws and, accordingly, we will be subject to reduced public company reporting requirements. See “Prospectus Summary – Implications of Being an Emerging Growth Company” and “Prospectus Summary – Implications of Being a Foreign Private Issuer”.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our Class A Ordinary Shares. 

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option, exercisable for a period of forty-five (45) days from the date of this prospectus to purchase from us, severally and not jointly, up to an additional 750,000 Class A Ordinary Shares at the initial public offering price less underwriting discounts and commissions, solely to cover over-allotments, if any.

The underwriters expect to deliver the Class A Ordinary Shares to investors on or about [●].

Sole Bookrunning Manager

Joseph Stone Capital, LLC

The date of this prospectus is [●], 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Neither we, nor the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we, nor the underwriters take responsibility for, or provide any assurance about the reliability of, any information that you may receive from other parties. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. 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 any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

You should not assume that the information contained in the registration statement of which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registration statement of which this prospectus forms a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus, and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

When we refer to “U.S. dollars”, “US$” and “$” in this prospectus, we are referring to United States dollars, the legal currency of the United States of America. When we refer to “S$,” we are referring to Singapore dollars, the legal currency of Singapore.

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts, and figures expressed as percentages in the text may not total 100% or, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

In anticipation of undertaking a public offering of its Class A Ordinary Shares, the Company has undertaken the following:

The economic rights of our Ordinary Shares held by each shareholder prior to and after the subdivision of share capital shall remain unchanged, which rights include, but are not limited to, dividend, liquidation, and conversion rights.

Financial Information in U.S. Dollars

The reporting currency of the Company is the U.S. dollar (“$”). The functional currency of the Company is the Singapore Dollar (“SGD”). The Company’s results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. Unless otherwise stated, all translations of Singapore dollars into U.S. dollars were made at the following exchange rates, using the exchange rate as certified by the Monetary Authority of Singapore.

We make no representation that the Singapore dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate, or at all.

MARKET, INDUSTRY, AND CERTAIN STATISTICAL DATA

Certain statistical data, market and industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may, from time to time, make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the United States Securities and Exchange Commission (the “SEC”), other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties, and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, regional, national, international, or global political, economic, business, competitive, market and regulatory conditions, the risk factors set forth in “Risk Factors” including but not limited to the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus, and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The market for building envelope solutions may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES

We are an exempted company incorporated with limited liability under the laws of the Cayman Islands and our affairs are governed by our memorandum and articles of association, as amended or restated from time to time and the Companies Act (Revised) of the Cayman Islands, which is referred to as the Companies Act below, and the common law of the Cayman Islands.

All of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the United States of America or of any state of the United States of America.

Cayman Islands 

Substantially all of our assets and operations are located outside the United States, in Singapore. All of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States.

Harney Westwood & Riegels, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the “Foreign Court”, of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement. 

We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Singapore

There is no treaty between the United States of America and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore.

There is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or other political subdivision or territory of the United States of America will be recognized or enforced by the Singapore courts, and there is doubt as to whether the Singapore courts will enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties, or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our directors or executive officers, we are unaware of any decision by the Singapore courts which has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States, or any state or territory of the United States is enforceable in Singapore.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

Our business may suffer if the cost, quality or supply of materials or equipment changes adversely.

We do not manufacture the products we distribute. We obtain the materials and equipment required for the distribution and services performed by us from various vendors. We source most of our materials from a limited group of suppliers. A disruption to the operations of one or more of our suppliers could extend lead times for materials and equipment and have a negative impact on our business. For example, the Covid-19 pandemic and resulting supply chain disruptions and economic turbulence created extended lead times for some materials and equipment.

In addition, we purchase the majority of our materials on a purchase order basis. Our business may be harmed if we cannot obtain materials and other supplies from our vendors in a timely manner, in sufficient quantities, at acceptable quality or at competitive prices or are unable to increase our prices sufficiently to recover inflationary price increases in materials or supplies. Some of our customers are also dependent on a limited number of suppliers for certain materials. Shortages or disruptions in our customers’ supply channels, or delays in delivery schedules due to natural disasters affecting our suppliers’ facilities, could have a material adverse effect on our business, financial condition, results of operations and cash flows. 

Global economic and political conditions could materially and adversely affect our results of operations, financial condition, business and prospects.

The semiconductor industry relies on a global supply chain and is considered strategically important by major trading countries, including the United States, China, and countries in the EU. Political, economic and financial crises have in the past negatively affected and, in the future, could negatively affect the semiconductor industry and its end markets. Our business may also be materially affected by the impact of geopolitical tensions and related actions. In recent years, there have been political and trade tensions among, and between, a number of the world’s major economies, most notably in our industry between the United States and China, with Hong Kong and Taiwan implicated in the tensions. These tensions have resulted in the implementation of trade barriers, including the use of economic sanctions and export control restrictions against certain countries and individual companies. For example, over the past two years, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) placed one of the largest mobile handset and 5G infrastructure providers in the world, Huawei, and China’s largest semiconductor operation plant, SMIC, on the BIS Entity List. Violations of these economic sanctions and export control restrictions can result in significant civil and criminal penalties. These trade barriers have had a particular impact on the semiconductor industry and related markets. Prolonged or increased use of trade barriers may result in a decrease in the growth of the global economy and semiconductor industry and could cause turmoil in global markets, which in turn often results in declines in our customers’ electronic products sales and could decrease demand for our products and services. Also, any increase in the use of economic sanctions or export control restrictions to target certain countries and companies could impact our ability to continue supplying products and services to those customers and our customers’ demand for our products and services, and could disrupt semiconductor supply chains.

Any future systemic political, economic or financial crisis or market volatility, including interest rate fluctuations, inflation or deflation and changes in economic, trade, fiscal and monetary policies in major economies, could cause revenue or profits for us or the semiconductor industry as a whole to decline dramatically. If the economic conditions in the markets in which our customers operate or the financial condition of our customers were to deteriorate, the demand for our products and services may decrease and impairments, write-downs and other accounting charges may be required, which could reduce our operating income and net income. Further, in times of market instability, sufficient external financing may not be available to us on a timely basis, on commercially reasonable terms or at all. If sufficient external financing is not available when we need such financing to meet our demand-driven capital requirements, we may be forced to curtail expansion, modify plans and delay the deployment of new or differentiated technologies, products, or services until we obtain such financing. Further escalation of trade tensions, the increased use of economic sanctions or export control restrictions or any future global systemic crisis or economic downturn could materially and adversely affect our results of operations, financial condition, business and prospects.

We have long-term supply agreements with certain customers that obligate us to meet specific requirements in terms of storage capacity and availability of technicians, this may impede our ability to reallocate our resources to serve new customers or otherwise.

We have entered into multiple long-term supply agreements that provide for significant customer commitments. If we are unable to satisfy our obligations under these contracts due to storage constraints or number of available technicians, we may not be able to meet customer demand. From time to time, this requires us to invest in expansion or improvements of those facilities, which often involves substantial cost. Our inability to maintain appropriate capacity could materially and adversely affect our results of operations, financial condition, business and prospects.

We derive a substantial portion of our revenues from a small number of customers.

A relatively small number of customers account for a significant portion of our revenues. Three customers represented a combined 64.0% and 81.8% of total revenues for the six months ended December 31, 2025 and 2024, respectively. Two customers represented a combined 71.8% and 77.0% of total revenues in fiscal years ended June 30, 2025 and 2024, respectively. We anticipate that these two customers will continue to account for a significant portion of our revenues, which can drive material fluctuations in sales volume, gross margins due to changes in mix, and leverage on fixed costs. Consolidation in the semiconductor industry may increase this concentration. In the future, the loss of any of these customers, or cancellation, reduction or deferral of even a small number of purchases of our products by these customers, could significantly reduce our revenues. Cancellations, reductions, deferrals or non-payment of invoices could result from downturns in the semiconductor industry or from interruptions to our customers’ operations due to fire, natural disasters or other events, or other issues with the financial stability of our customers.

Dependence on a limited number of suppliers could adversely affect our operations and financial results.

We rely on a concentrated number of third-party suppliers for critical material and components. Our top two suppliers accounted for 71.2% and 75.9% of our total purchases for the six months ended December 31, 2025 and 2024, respectively. And our top two suppliers accounted for 78.2% and 86.1% of our total purchases for the years ended June 30, 2025 and 2024, respectively.

Our dependence on a limited supply base exposes us to operational and financial risks, including reduced supply availability, increased pricing volatility and longer lead time. Any deterioration in our relationship with these suppliers, or if any of these suppliers discontinue supply, fail to meet our quality or volume requirements, or otherwise become unable to fulfill their obligations, we may be unable to identify and qualify alternative sources in a timely manner or on terms that are commercially reasonable. Transitioning to new suppliers may cause operational delays and increase our costs, thereby affecting our overall financial performance.

Most of our customers require the gases and chemicals we supply, as well as our third-party manufacturing partners, to undergo lengthy qualification processes, which do not assure product sales. If we are unsuccessful or delayed in qualifying these products with a customer, our business and operating results would suffer.

Prior to purchasing our products, most of our customers require that both our products and materials and our third-party manufacturing partners complete extensive qualification processes. These processes involve testing the gases and chemicals at multiple steps of the customers’ critical production processes, including system integration and reliability assessments. This qualification process can take several months and even successful qualification does not guarantee future sales. In addition, changes in our third-party manufacturing partners’ process or our selection of a new supplier may require a new qualification process with our customers, which may result in delays and in our holding excess or obsolete inventory. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualify our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying these products with a customer, sales of the products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.

Fluctuations in supplier pricing may adversely affect our margins and profitability.

The pricing of specialty gases, precursor chemicals, thermal-control assemblies, electronic panels, stainless-steel hardware, insulation materials, and other process or system components may fluctuate due to changes in upstream raw material costs, energy prices, regulatory developments, and global supply-demand conditions. Although we primarily source finished products and components from third-party suppliers and perform only limited ancillary fabrication activities, increases in supplier pricing could increase our cost of sales and project costs and reduce our gross margins, particularly under fixed-price contracts where we are unable to adjust pricing.

We seek to mitigate supplier pricing risks through multi-year supply arrangements, second-source qualification strategies, competitive procurement processes, project-based pricing mechanisms, and, where commercially practicable, contractual provisions that allow for partial pass-through of cost increases to customers. However, these measures may not be sufficient to offset pricing volatility, and sustained or significant increases in supplier costs could adversely affect our results of operations, cash flows, and profitability in certain periods.

If our relationships with our customers deteriorate, our product development activities could be harmed.

Our success depends upon our ability to anticipate market trends and to collaborate closely with our customers to develop better solutions based on their technology and manufacturing processes. Our relationships with these customers provide us with access to valuable information regarding manufacturing and process technology trends in the semiconductor industry, which enables us to better plan our development activities. These relationships also provide us with opportunities to understand the performance and functionality requirements of our customers, which improves our ability to customize the products we distribute and services we offer to fulfill their needs. Our relationships with our customers could deteriorate as a result of a variety of factors, such as if they become concerned about our ability to deliver quality products on a timely basis or to protect their intellectual property. Many of our customers are large companies that place significant orders with us, and the consequences of deterioration in our relationship with any of these companies could be significant due to the competitiveness of our industry and the significant influence that these companies exert in our market.

Changes in our customers’ test strategies, equipment and processes could decrease their demand for our products and services.

The demand for our products and services depends in large part upon the number of semiconductor designs, the pace of technology and architecture transitions in chip designs and overall semiconductor unit volume. If our customers change their test strategies, adopt new equipment, or alter their manufacturing processes, our products may no longer meet their needs, which could reduce or delay orders. These changes could also require us to adjust our solutions, incur additional costs, or experience delays in providing products that are compatible with updated processes. Any such decrease in customer demand or increase in operational complexity could adversely affect our business, results of operations, and growth prospects.

We must attract, retain, and motivate highly skilled employees.

To remain competitive, we must maintain a highly skilled, diverse workforce and effectively manage succession for key roles. Hiring, retaining and motivating qualified executives and other skilled talent is critical to our business and competition can be intense. If our total compensation programs, employment benefits, and workplace culture are not viewed as competitive and inclusive, our ability to attract and retain talent could be compromised.

At times, we experience higher levels of attrition and more intense competition for talent across our industry, which can lead to increased compensation costs. To the extent we experience significant attrition and are unable to timely replace employees, we could experience a loss of critical skills and reduced employee morale, potentially resulting in business disruptions, inefficiencies during transitional periods and increased expenses. Additionally, changes to immigration policies in the countries in which we operate, as well as restrictions on travel due to public health crises or other causes, may limit our ability to hire and/or retain talent in, or transfer talent to, specific locations.

Our business success is dependent on our ability to attract, retain and motivate key talent. Our inability to do so could inhibit our ability to maintain or expand our business operations and may adversely impact our operating results.

Our handling and storage and use of the chemical, Tetramethylsilane, and Hydrogen (H₂) industrial gases expose us to operational, regulatory and environmental risks.

Our handling, storage, and use of Tetramethylsilane and Hydrogen (H₂) industrial gases, expose us to operational, regulatory, and environmental risks. Tetramethylsilane is corrosive and poisonous, posing risks of chemical burns, toxicity, and environmental contamination if mishandled. Hydrogen is highly explosive and flammable, creating inherent risks of fire, explosion, and resultant business disruption if improperly stored.

A single incident involving these materials could cause serious injury, loss of life, property damage, and operational shutdowns. We are subject to Singapore’s stringent regulatory framework, including the Environmental Protection and Management Act (enforced by the National Environmental Agency (“NEA”)) for hazardous substances and the Fire Safety Act (enforced by the Singapore Civil Defence Force (“SCDF”)) for flammable materials. Non-compliance could result in fines, criminal liability, permit revocation, and facility closures.

Compliance with responsible sourcing requirements and any related regulations could increase our operating costs or limit the supply and increase the cost of certain materials, supplies, and services, and if we fail to comply, customers may reduce purchases from us or disqualify us as a supplier.

We and many of our customers have adopted responsible sourcing programs that require us to meet certain environmental, social and governance (“ESG”) criteria, and to periodically report on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs. Our suppliers are typically well-established companies that have supplied global manufacturers, which maintain strict ESG compliance standards. For key suppliers and customers, they often provide guidance and assistance to help them meet ESG requirements. Responsible suppliers generally prioritize compliance, as failure to do so could risk losing business opportunities. When a supplier is found to be non-compliant, our customers may request that we stop purchasing from that supplier and instead source from alternative compliant suppliers or brands that we represent. For critical products, we generally maintain more than one qualified source to ensure continuity of supply.

Meeting responsible sourcing requirements may increase operating requirements and costs or limit the sourcing and availability of certain materials, supplies, and services, particularly when availability is concentrated among a limited number of suppliers. From time to time, we remove suppliers or require our suppliers to remove suppliers from their supply chains based on our responsible sourcing requirements or customer requirements, and we or our suppliers may be unable to replace such removed suppliers in a timely or cost-effective manner. Any inability to replace removed suppliers in a timely or cost-effective manner may affect our ability and/or the cost to obtain sufficient quantities of materials, supplies, and services necessary for the manufacture of our products. Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’ responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations, or financial condition.

Failure to meet environmental, social, and governance expectations or standards or achieve our related goals could adversely affect our business, results of operations, financial condition, or share price.

In recent years, there has been an increased focus from stakeholders on environmental, social, and governance matters, including greenhouse gas emissions and climate-related risks, sustainability, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility. Given our commitment to social and environmental issues as it relates to our business, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine or even expand further in the future. These goals, commitments, and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Achieving these goals may entail significant costs, for example we have entered into several virtual power purchase agreements to obtain renewable energy credits at a cost that will vary based on future prices for electrical power. Evolving stakeholder expectations and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and share price.

Such risks and uncertainties include the following:

Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our environmental, social, and governance goals, commitments, and targets could have an adverse effect on our business, results of operations, financial condition, or share price.

The market data and forecasts included in this prospectus may prove to be inaccurate, and you should not unduly rely on such market data and forecasts.

The market data and forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Such reports speak as of their respective publication dates and the opinions expressed in such reports are subject to change. Accordingly, potential investors in our Class A Ordinary Shares should not place undue reliance on such forecasts and market data.

Improper disclosure of confidential information could negatively impact our business.

In the ordinary course of our business, we maintain sensitive data on our networks, including proprietary or confidential business information relating to our business and that of our customers and business partners. In addition, we regularly enter into confidentiality obligations with our customers, suppliers and parties. The secure maintenance of this information is critical to our business and reputation. We have put in place policies, procedures and technological safeguards designed to protect the security of this information. However, we cannot guarantee that this information will not be improperly disclosed or accessed. Disclosure of this information could harm our reputation, subject us to liability under our contracts and harm our relationships with key counterparties, which could materially and adversely affect our results of operations, financial condition, business and prospects.

Cybersecurity risks could adversely affect our business and disrupt our operations.

We depend heavily on our technology infrastructure and maintain and rely upon certain critical information systems for the effective operation of our business. We routinely collect and store sensitive data in our information systems, such as office automation systems and transaction processing systems, including proprietary information about our business and that of our customers, suppliers and manufacturing and other business partners. These information technology systems are subject to damage or interruption from several potential sources, including, but not limited to, natural disasters, destructive or inadequate code, malware, power failures, cyber-attacks, nation state advanced persistent threats, vendor errors causing operational interruptions, insider threats or other events. Cyber-attacks may include phishing or other forms of social engineering attacks, exploits of code or system configurations, malicious code, such as viruses and worms, ransomware attacks, zero day vulnerabilities and undisclosed security flaws exploited by threat actors, nation-state cyber warfare attacks, supply chain and third-party cyber-attacks, denial-of-service attacks and other actions granting unauthorized access to our technology infrastructure or information systems or those of our customers, suppliers and manufacturing and other business partners. In addition, we have in the past and may in the future be the target of email phishing attacks that attempt to acquire personal information or Company assets. As AI capabilities improve and become increasingly commonplace, we may see cyberattacks leveraging AI technology. These attacks could be crafted with an AI tool to directly attack information systems with increased speed and/or efficiency compared to a human threat actor or create more effective phishing emails. In addition, a vulnerability could be introduced from the result of our or our customers and business partners incorporating the output of an AI tool, such as AI generated source code, that includes a threat.

We have implemented cybersecurity processes, as discussed in more detail below, taking guidance from recognized cybersecurity frameworks to mitigate risks; however, we cannot guarantee that those risk mitigation measures will be effective.

Our business also requires us to work with and in some cases to share confidential information with manufacturing partners, suppliers, customers and other third parties. Although we take steps to secure our confidential information that is provided to third parties, such measures may not always be effective. Data breaches, losses or other unauthorized access to or releases of confidential information have in the past occurred with these third parties and material data breaches, losses or other unauthorized access to, or releases of, our confidential information may in the future occur in connection with third-party breaches that could materially adversely affect our reputation, financial condition and operating results and could result in liability or penalties under data privacy laws. In addition, we may be subject to losses of access to all or part our systems because of our use of third-party services or software, which losses may not always be the result of malicious activity, and we cannot guarantee that any such future outages will not materially impact the Company.

To the extent that any system failure, accident or security breach results in material disruptions or interruptions to our operations, or those of our customers, suppliers and manufacturing and other business partners, or the theft, loss or disclosure of, or damage to our data or confidential information, including our reputation, business, results of operations and/or financial condition could be materially adversely affected.

We may be subject to regulatory penalties due to the incomplete corporate secretarial records of AP and QS.

Quantum Services Pte. Ltd. was incorporated in 2004 and AP Engineering Solutions Pte. Ltd. was incorporated in 2010. Over time, there were incompleteness in the corporate secretarial and statutory records due to administrative oversight. To remedy this, we have appointed a professional corporate secretarial firm to assist with the preparation of the necessary documents, as well as maintenance and upkeep of the necessary records and filings with Accounting and Corporate Regulatory Authority (“ACRA”). Nonetheless, there were incomplete and missing records, giving rise to non-compliance with the relevant requirements under the Companies Act 1967 of Singapore concerning the upkeep and maintenance of corporate secretarial and statutory records.

In view of the above, we may be liable for statutory penalties for such non-compliance.

Risks Related to Intellectual Property and Litigation

Our intellectual property and proprietary rights are valuable, and any inability to obtain, maintain, protect, defend, and enforce them could reduce the value of our products and brand.

Our intellectual property rights are important assets for us. Our ability to compete effectively will be dependent in part on our ability to obtain, maintain, protect, defend, and enforce our intellectual property and other proprietary rights. We currently hold two domain names relating to our brand. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our website. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon, or otherwise decrease the value of our trademarks and other proprietary rights.

In addition to the domain name registrations, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information, know-how, and technical information. Certain information or technology that we endeavor to protect as trade secrets may not be eligible for trade secret protection in all jurisdictions, or the measures we undertake to establish and maintain such trade secret protection may be inadequate. In order to protect our proprietary information and technology, we rely in part on agreements with our employees, independent contractors, consultants, and other third parties that place restrictions on the use and disclosure of this intellectual property and confidential information. In some cases, these agreements may not adequately protect our trade secrets or confidential information, these agreements may be breached, or this intellectual property, including trade secrets, may otherwise be disclosed or become known to our competitors, which could cause us to lose a competitive advantage resulting from this intellectual property.

Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop, and retain highly skilled employees. If our competitors or future entrants into our industry are successful in hiring our employees, they may directly benefit from the knowledge these employees gained while they were under our employment, and this may also negatively impact our ability to maintain and develop intellectual property.

Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property could have a material adverse effect on our business, results of operations, or financial condition.

Legal, regulatory and administrative investigations, inquiries, proceedings, and claims could have a material adverse effect on our business, results of operations, or financial condition.

From time to time, we are subject to various legal, regulatory and administrative investigations, inquiries, proceedings, and claims that arise out of the ordinary conduct of our business or otherwise, both domestically and internationally. Such claims, investigations, inquiries, and proceedings may include, but are not limited to, allegations of anticompetitive conduct and infringement of intellectual property.

We may be associated with and subject to litigation, claims, inquiries, investigations or disputes arising from, or as a result of:

We, our officers, or our directors could also be subject to claims of alleged violations of securities laws.

There can be no assurance that we are adequately insured to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters. Exposures to various legal proceedings and claims, with or without merit, could require significant attention from our management and could lead to significant costs and expenses as we defend claims, are required to pay damage awards, or enter into settlement agreements, any of which could have a material adverse effect on our business, results of operations, or financial condition.

Risks Related to Doing Business in Singapore

Our subsidiaries are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

Our operating subsidiaries are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application. For example, our operating subsidiaries are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore, which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

It may be difficult for you to enforce any judgment obtained in the United States against us, our directors and officers and/or our affiliates.

Most of our directors and officers reside outside the United States. In addition, substantially all our assets and the assets of such persons are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of such persons, including judgments based on the civil liability provisions of the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon U.S. securities laws.

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. It is not clear whether a Singapore court may impose civil liability on us, our directors and/or officers who reside in Singapore in an action brought in the Singapore courts against us and/or such persons with respect to a violation solely of the federal securities laws of the United States.

In addition, holders of book-entry interests in the ordinary shares (for example, where such shareholders hold ordinary shares indirectly through the Depositary Trust Company) will be required to be registered shareholders as reflected in our register of members in order to have standing to bring a shareholder action and, if successful, to enforce a foreign judgment against us, our Directors or our executive officers in the Singapore courts. Any such enforcement action would be subject to applicable Singapore laws. The administrative process of becoming a registered shareholder could result in delays that could be prejudicial to any legal proceeding or enforcement action. In making a determination as to enforceability of a judgment of a state court or a federal court of the United States, the Singapore courts would have regard to, among others, whether the judgment was final and conclusive, given by a court of law of competent jurisdiction, expressed to be for a fixed sum of money, whether it was procured by fraud, or in breach of principles of natural justice, or whether the enforcement thereof would be contrary to public policy.

Accordingly, there can be no assurance that the Singapore courts would enforce against us, our directors and/or our officers, judgments obtained in the United States which based on the civil liability provisions of the federal securities laws of the United States.

We may fail to obtain and maintain licenses and permits which may in future be necessary for the conduct of our operations in Singapore, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the industries in which we operate in Singapore.

As our operating business deals with chemicals regulated under the Fire Safety (Petroleum & Flammable Materials) Regulations, we are dependent on the licences issued by the Singapore Civil Defence Force such as the Petroleum and Flammable Materials Import Licence. While our existing scope of business does not require any other licenses or permits in Singapore, we may be required to obtain and maintain other approvals, licenses, permits and filings if the scope of our business changes. Whether we are able to continue to maintain our existing Petroleum and Flammable Materials Import Licence and/or obtain any other approvals, licenses, permits and filings is subject to satisfactory compliance with, among other things, the applicable laws and regulations. If we are unable to maintain our existing licences or obtain any of such licenses and permits or extend, alter or renew any of our existing or future licenses or permits upon their expirations, or if it is required to incur significant additional costs to obtain, extend, alter or renew these future licenses, permits and approvals, we may not be able to undertake any such changes to our scope of business, and our future operations could be materially and adversely affected.

Increases in labor costs in Singapore may adversely affect our business and results of operations.

The economy in Singapore has experienced increases in inflation and labor costs in recent years. As a result, average wages in Singapore are expected to continue to increase. In addition, we are required by Singapore laws and regulations to maintain various statutory employee benefits, including mandatory central provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and operating results may be adversely affected.

We are exposed to risks arising from fluctuations of foreign currency exchange rates.

We have customers in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue and make payments denominated mainly in Singapore dollars. Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. We do not generally enter into hedging contracts to limit our exposure to fluctuations in the value of the currencies that our businesses use.

Changes in taxation rates, audit regulations, investigations and tax proceedings could have a material adverse effect on our financial condition and results of operations.

We are subject to direct and indirect taxes in Singapore for the operating and holding companies. We endeavor to be fully compliant with and provide for all known taxes in each tax jurisdiction in which we operate and have presence. The level of provision for tax is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. We will seek to run the Company in the manner that the Company remains tax resident in Singapore. We have taken and will continue to take tax positions based on our interpretation of tax laws, but tax accounting often involves complex matters and judgment is required in determining our future regional business partnerships and provision for direct and indirect tax liabilities. In all best efforts, we operate and strive to comply with all applicable tax laws, nevertheless, there can be variation and tax authority may have adopted a different interpretation of the law and assess us differently.

Based on historical practice, tax authority has not disagreed, but may in the future disagree, with our judgments. We assess regularly based on tax authority guidance and follow closely with tax updates from the authority to be aligned with the likely outcomes of tax assessments, reporting and if any audits to determine the appropriateness of our tax liabilities. Conversely, our effective tax rate in the future could be adversely affected by changes in the mix of earnings in new countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. Tax rates in the new jurisdictions in which we would operate may change because of macroeconomic, political or other factors. Recent increases in the country and corporate tax rates in more and more regional jurisdictions in which we are seeking to operate could have a negative impact on our profitability. In addition, pending changes in tax laws, treaties or regulations, or their interpretation or enforcement, have become more unpredictable, particularly in less developed markets in the region, which could materially adversely affect our tax position. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no inheritance tax or estate duty. There are no other taxes likely to be material to investors levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

In the ordinary course of our current business in and further expansion into other markets, there would be more transactions which tax has to be determined may be less uncertain. Our effective tax rate could be adversely affected by lower than anticipated earnings in markets where we have lower statutory rates and higher than anticipated earnings in markets where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting, app store taxes and other laws, regulations, principles and interpretations. Any of these occurrences could materially and adversely affect our business, financial condition, results of operations and prospects.

Risks Related to the Offering and Ownership of Our Class A Ordinary Shares

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance and could result in significant losses and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those Class A Ordinary Shares at or above the initial public offering price. We cannot assure you that our Class A Ordinary Shares’ initial public offering price, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our Class A Ordinary Shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our or the underwriter’s control, including:

Furthermore, the trading price of our Class A Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our or the underwriter’s control. This may happen because of broad market and industry factors, akin to the performance and fluctuation of the market prices of other companies with business operations located in Singapore that have listed their securities in the United States.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Ordinary Shares.

In addition to the risks addressed above in “— The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance and could result in significant losses and you may not be able to resell your shares at or above the initial public offering price,” our Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business, causing our Class A Ordinary Shares to significantly decline in value or become worthless. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme share price run-ups followed by rapid price declines, and such share price volatility was seemingly unrelated to the respective company’s underlying performance. For example, artificial trading, dissemination of inaccurate or misleading information about us by third parties, including through social media and other online platforms, may negatively affect investor perception and result in volatility or a decline in our share price. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our Class A Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Class A Ordinary Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Class A Ordinary Shares. In addition, investors of our Class A Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary Shares declines after this offering or if such investors purchase shares of our Class A Ordinary Shares prior to any price decline.

Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our share price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Class A Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid share price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and understand the value thereof.

We may not maintain the listing of our Class A Ordinary Shares on Nasdaq, which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Class A Ordinary Shares on Nasdaq concurrently with this offering. In order to continue listing our Class A Ordinary Shares on Nasdaq, we must maintain certain financial and share price levels, and we may be unable to meet these requirements in the future. We cannot assure you that our Class A Ordinary Shares will continue to be listed on Nasdaq in the future. If Nasdaq delists our Class A Ordinary Shares and we are unable to list our Class A Ordinary Shares on another national securities exchange, we will endeavor to have our Class A Ordinary Shares quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

Future issuances or sales, or perceived issuances or sales, of substantial amounts of our Class A Ordinary Shares in the public market could materially and adversely affect the prevailing market price of our Class A Ordinary Shares and our ability to raise capital in the future.

The market price of our Class A Ordinary Shares could decline as a result of future sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur. Future sales, or perceived sales, of substantial amounts of the shares could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and the Class A Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and applicable lock-up agreements.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than what is received in the sale. Since it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These negative opinions have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any negative opinions of short sellers, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares.

Because we may not expect to pay dividends in the foreseeable future, you may rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we may not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our securities will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment.

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to make dividend payments or satisfy our financial obligations, if any.

We are a holding company incorporated under the laws of the Cayman Islands and our subsidiaries, which are all wholly owned by us, conduct all of our operations and own all of our operating assets. We have no material assets other than the equity interests in our wholly owned subsidiaries. Currently, we intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we may not expect to pay any cash dividends in the foreseeable future. See “— Because we may not expect to pay dividends in the foreseeable future, you may rely on price appreciation of our Class A Ordinary Shares for a return on your investment.” Even if we decide to pay dividends, as a holding company, our ability to make dividend payments to you depends on the results of operations of our subsidiaries and their ability to distribute funds to us. See “Dividend Policy.” Additionally, we may also depend on funds from our subsidiaries to pay for any operating expenses or other financial obligations that we may incur. If we are unable to obtain funds from our subsidiaries, our ability to pay dividends or satisfy our financial obligations, if any, would be adversely affected.

Because our public offering price is substantially higher than our net tangible book value per ordinary share, you will experience immediate and substantial dilution.

If you purchase Class A Ordinary Shares in this offering, you will pay substantially more than the corresponding amount paid by existing shareholders for their shares and more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of $4.35 per Class A Ordinary Share, representing the difference between our net tangible book value per Class A Ordinary Share of $1.65 as of December 31, 2025, after giving effect to the net proceeds to us from this offering, assuming no exercise of the over-allotment option and no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed initial public offering price of $6.00 per Class A Ordinary Share (being the mid-point range of $5.00 and $7.00 per Class A Ordinary Share). See “Dilution” for a more complete description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this offering.

You must rely on the judgment of our management as to the uses of our net proceeds from this offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this offering primarily for the acquisition of, or investment in, businesses or technologies that complement our business, although we do not have definitive plans, agreements or commitments to enter into any such acquisitions or investments at this time (40%), to support operating expenses especially in the area of marketing and business development (30%), and for general corporate purposes, including the costs associated with being a public company (30%). See “Use of Proceeds” for more information. However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

There can be no assurance that we will not be a passive foreign investment company (“PFIC”) in any taxable year, which could result in significant adverse U.S. federal income tax consequences to U.S. investors investing in our Class A Ordinary Shares.

A non-U.S. corporation, such as the Company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the gross value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “PFIC asset test”). Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the Company’s goodwill and other unbooked intangibles are generally taken into account when determining the value of its assets. Based upon our current and expected income and assets, including goodwill and other unbooked intangibles not reflected on our balance sheet (taking into account the expected proceeds from this offering) and projections as to the market price of our Class A Ordinary Shares immediately following the offering, we do not expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be classified as a PFIC, because the value of our assets for purposes of the PFIC asset test may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to be classified as a PFIC for the current or subsequent taxable years. The determination of whether we will be classified as a PFIC will also depend, in part, on the composition of our income and assets. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. It is also possible that the U.S. Internal Revenue Service (the “IRS”) could challenge our classification of certain income and assets as non-passive, which could result in the Company being or becoming a PFIC for the current or future taxable years. Because PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Material Tax Considerations — United States Federal Income Taxation — Passive Foreign Investment Company Considerations”) may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of the ordinary shares and on the receipt of distributions on the ordinary shares to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and such U.S. Holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares, unless we were to cease to be a PFIC and the U.S. Holder were to make a “deemed sale” election with respect to the Class A Ordinary Shares. For more information see “Material Tax Considerations — United States Federal Income Taxation — Passive Foreign Investment Company Considerations”

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company with limited liability incorporated under the law of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands.

The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are, to a large extent, governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which is generally persuasive authority, but is not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions of the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect or obtain register of members or corporate records (other than the memorandum and articles of association, special resolutions which have been passed by shareholders and register of mortgages and charges). Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies of the Cayman Islands. Under our post-offering memorandum and articles of association, our directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations our accounts and books or any of them shall be open to the inspection of shareholders not being directors, and no shareholder (not being a director) shall have any right to inspect any of our account or book or document except as conferred by law or authorised by the directors, provided that the shareholders shall receive the annual audited financial statements of our Company. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practice in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions, such as the United States. Currently, we plan to rely on home country practice with respect to certain corporate governance matters. Accordingly, our shareholders will be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or Controlling Shareholder than they would as shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

Our post-offering memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.

Our post-offering memorandum and articles of association contain provisions to limit the ability of others to acquire control of the Company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of the Company in a tender offer or similar transaction. Our board of directors has the authority, without the approval of our shareholders, to issue preferred shares in one or more series and to fix their terms and rights, any or all of which may be greater than the rights associated with our Class A Ordinary Shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of the Company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our Class A Ordinary Shares may fall and the voting and other rights of the holders of our Class A Ordinary Shares may be materially and adversely affected.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our ordinary shares may be materially and adversely affected.

Prior to the completion of this offering, we have been a private company with limited accounting personnel. Furthermore, prior to the completion of this offering, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our Class A Ordinary Shares.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act. The Sarbanes-Oxley Act will require that we include a report of management on our internal control over financial reporting in our annual reports to the SEC. In addition, if we cease to be an “emerging growth company” as defined in the U.S. federal securities laws, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq to regulatory investigations and to civil or criminal sanctions.

In the course of auditing our consolidated financial statements for the financial statements included elsewhere in this prospectus, we identified two material weaknesses in our internal control over financial reporting: (i) lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC; and (ii) lack of formal risk assessment process and internal control framework over financial reporting, including lack of a formal group-wide risk assessment process to identify, assess, address or mitigate the risks in internal control, and lack of sufficient IT general controls designed and implemented surrounding the key financial related systems. Following the identification of the material weaknesses, we have taken measures and plans to continue to take measures to remedy these material weaknesses. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting.”

However, we cannot assure you that the implementation of these measures will be sufficient to remediate such material weaknesses, or that material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to correct the above-mentioned material weaknesses or to discover and address any other material weaknesses or significant deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Lack of experience as officers of publicly traded companies of our management team may hinder our ability to comply with Sarbanes-Oxley Act.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the Sarbanes-Oxley Act’s internal controls requirements, we may not be able to obtain the independent auditor certifications that Sarbanes-Oxley Act requires, although, currently, as a foreign private issuer, we are not required to obtain such auditor certifications.

Because we are a Cayman Islands exempted company and substantially all of our business is conducted in Singapore, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain.

We are an exempted company incorporated with limited liability under the law of the Cayman Islands. Our corporate affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, and by the provisions of the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary duties of our directors and officers under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands exempted companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to obtain copies of the register of members or corporate records of the company (save for the register of mortgages and charges, the memorandum and articles of association and special resolutions of the shareholders of the company). Our directors have discretion under our post-offering memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

We are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the federal sec, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

An emerging growth company is not required to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

Our dual class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

We have a dual class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of Suchness, and each Class B Ordinary Share shall entitle the holder thereof to 10 votes on all matters subject to vote at general meetings of Suchness. Due to the disparate voting powers associated with our dual-class voting structure, Poh Hin Tan (the “Controlling Shareholder”), our chief executive officer, director and controlling shareholder, will beneficially own approximately 29.7% of the issued and outstanding Class A Ordinary Shares and 100% of the issued and outstanding Class B Ordinary Shares, representing 75.8% of our total voting power, assuming the option to purchase additional Class A Ordinary Shares is not exercised by the underwriter, and 74.9% of our total voting power, assuming the option to purchase additional Class A Ordinary Shares is fully exercised by the underwriter. The interests of our Controlling Shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholder differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

We are a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, may rely on exemptions from certain corporate governance requirements of Nasdaq that provide protection to shareholders of other companies.

Due to the disparate voting power associated with our dual-class voting structure, upon the completion of this offering, we will be a “controlled company” as defined under the Nasdaq listing rules. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may choose to rely, on certain exemptions from the corporate governance requirements in the Nasdaq listing rules, including an exemption from the rule that a majority of our board of directors must be independent directors, although we do not intend to rely on any of the exemptions at this time. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our shareholders of the Class A Ordinary Shares.

Future issuances of our Class B Ordinary Shares, which can be approved by our board of directors, could result in dilution to existing holders of our Class A Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of the Class A Ordinary Shares.

In addition, there might be impact of the conversion of Class B Ordinary Shares on holders of Class A Ordinary Shares, including dilution and the reduction in aggregate voting power, as well as the potential increase in the relative voting power if any holder of the Class B Ordinary Shares retains their shares.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies. Moreover, we will be required to file an annual report with the SEC within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance requirements in the Nasdaq listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance requirements of Nasdaq.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on Nasdaq, we rely on provisions in the corporate governance requirements in the Nasdaq listing rules that allow us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.

For example, we are exempt from the Nasdaq listing rules that require a listed U.S. company to:

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. We currently plan to follow our home country practice that does not require each member of our compensation committee and nominating and corporate governance committee to be an independent director. After the offering, our board of directors will consist of three independent directors. For details, see “Management”. With respect to our audit committee, we are required to comply with the provisions of Rule 10A-3 of the Exchange Act applicable to U.S. companies listed on Nasdaq. However, because we are a foreign private issuer, our audit committee is not subject to additional corporate governance requirements in the Nasdaq listing rules applicable to listed U.S. companies, including using more stringent criteria than those applicable to us as a foreign private issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, 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. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. Accordingly, the next determination will be made with respect to us on June 30, 2027. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents, and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we were to lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We also would be required to comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act,” was signed into law on December 18, 2025, and will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Directors and officers will remain exempt from the short swing profit rules of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we do not incur as a foreign private issuer.

In June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of a foreign private issuer. This release is the first review of the foreign private issuer framework since 2008, and the SEC is considering revisions that could significantly impact which foreign companies qualify for the more-relaxed U.S. reporting requirements afforded to foreign private issuers. The concept release outlines several potential approaches to revising the definition of a foreign private issuer, including updating existing eligibility criteria, adding foreign trading volume requirements, and incorporating an assessment of foreign regulation. It is uncertain when the SEC will adopt the revisions to the definition of a foreign private issuer and whether those revisions will impact our foreign private issuer status, although if the changes are adopted as proposed it is likely that we would not qualify as a foreign private issuer.

We will incur significantly increased costs and devote substantial amount of our management’s time as a result of becoming a public company and the eventual listing of our Class A Ordinary Shares on Nasdaq.

As a public company, we will be subject to the reporting requirements of the SEC, as amended from time to time, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms, we will incur additional legal, accounting and other expenses as a public reporting company that we did not incur as a private company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq listing rules, including applicable corporate governance requirements. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure create uncertainty for public companies, increasing legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds immediately after the completion of this offering or in the future to finance further expansion of our capacity and business relating to our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing shareholder, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting of shareholders and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our post-offering memorandum and articles of association allow shareholders holding, at the date of deposit of the requisition, shares which carry in aggregate not less than one-tenth (1/10) of the total number of votes attaching to all issued and outstanding shares that as at the date of the deposit carry the right to vote at general meetings of Suchness, to requisite a general meeting of our shareholders, in which case the chairman or a majority of the directors (acting by a resolution of the board) shall proceed to convene an extraordinary general meeting of Suchness. Advance notice of at least ten (10) clear days is required for the convening of any general meeting of our shareholders. A quorum required for a meeting of shareholders consists of one or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than a majority of all votes attaching to all shares in issue and entitled to vote at such general meeting present. 

USE OF PROCEEDS

We estimate that the net proceeds from the sale of 5,000,000 Class A Ordinary Shares in this offering will be approximately $26.1 million, after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us, based on the assumed initial public offering price of $6.00 per Class A Ordinary Share, the midpoint of the estimated price range set forth on the cover page of this prospectus. If the underwriters exercise their over-allotment option in full, we estimate that the net proceeds to us from this offering will be approximately $30.3 million, after deducting the underwriting discounts and estimated offering expenses payable by us. 

We intend to use the net proceeds from this offering in the following manner:

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We do not intend to pay any dividends on our Class A Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business.

Any future determination to declare cash dividends would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors.

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws. As a holding company with no direct operations, we will only be able to pay dividends from funds available to us, including distributions from our operating subsidiaries in Singapore. Singapore law prohibits the payment of dividends other than out of profits, and dividends must be paid in accordance with the company’s constitution and generally accepted accounting principles in Singapore. Accordingly, our ability to pay dividends will depend on the receipt of dividends or other distributions from our Singapore subsidiaries, which may in turn distribute dividends to our intermediate holding companies and then to us.

In the event that we decide to pay dividends in the future, subject to the Companies Act and our memorandum and articles of association, as amended and restated from time to time, our Company by ordinary resolution may declare dividends, but no dividend shall exceed the amount recommended by the directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. In addition, we are a holding company and depend upon the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Class A Ordinary Shares. When making recommendations on the timing, amount, and form of future dividends, if any, our board of directors will consider, among other things:

There are no foreign exchange controls or foreign exchange regulations under current applicable laws in Singapore, the place of incorporation of our subsidiaries, or contractual restrictions that would affect the payment or remittance of dividends. However, in the event that the group strategy is to have the subsidiaries raise capital and retain such financing for their operations, such loan or financing agreements may contain covenants which could restrict the payment of dividends. Furthermore, current Singapore regulations permit a Singapore subsidiary to pay dividends to its respective shareholders only out of its profits, if any, determined in accordance with Singapore accounting standards and regulations.

CAPITALIZATION

The following table sets forth our consolidated capitalization as of December 31, 2025:

You should read this capitalization table in conjunction with the information set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this prospectus.

A $1.00 increase (decrease) in the assumed initial public offering price of $6.00 per Class A Ordinary Share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $4,600,000, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

DILUTION

If you invest in our Class A Ordinary Shares, your ownership interest will be diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share and our consolidated net tangible book value per Class A Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the consolidated net tangible book value per Class A Ordinary Share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Our consolidated net tangible book value as of December 31, 2025, was $8,459,644, or $0.53 per Class A Ordinary Share. The consolidated net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the consolidated net tangible book value per Class A Ordinary Share (as adjusted for the offering) from the initial public offering price per Class A Ordinary Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. 

After giving effect to our sale of 5,000,000 Class A Ordinary Shares offered in this offering based on the initial public offering price of $6.00 per Class A Ordinary Share, the midpoint of the public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our consolidated as-adjusted net tangible book value as of December 31, 2025, would have been $34,574,204, or $1.65 per outstanding Class A Ordinary Share. This represents an immediate increase in consolidated net tangible book value of $1.12 per Class A Ordinary Share to the existing shareholders, and an immediate dilution in consolidated net tangible book value of $4.35 per Class A Ordinary Share to investors purchasing Ordinary Shares in this offering. The consolidated as-adjusted information discussed above is illustrative only. 

The following table illustrates such dilution:

The following tables summarize, on a consolidated as-adjusted basis as of December 31, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Class A Ordinary Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us. 

The as-adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at the pricing.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements of the Company and the related notes included in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. All amounts included herein with respect to the years ended June 30, 2025 and 2024 are derived from our audited consolidated financial statements, and the six months ended December 31, 2025 and 2024 are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP.

Overview

Suchness was incorporated as an exempted holding company under the laws of the Cayman Islands on August 4, 2025. Suchness does not conduct any substantive operations on its own, but instead conducts its business operations through its wholly owned subsidiaries in the Republic of Singapore (“Singapore”). Suchness and its subsidiaries are hereinafter collectively referred to as “the Company” or “we”, except for the sections introducing AP Engineering Solutions Pte. Ltd. and Quantum Services Pte. Ltd. separately.

The Company is a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for the optoelectronic, semiconductor, telecom and logistic industries, through its wholly owned subsidiaries, AP and QS. AP focuses on engineering services and sales of machine parts, chemical, and gas products, and QS is a provider of engineering and technical solutions for semiconductor fabrication facilities in Singapore.

On September 17, 2025, the Company completed a restructuring, following which Suchness became the holding company of AP and QS, whereby each of AP and QS became wholly owned subsidiaries of Suchness.

Results of Operations

For the six months ended December 31, 2025 and 2024

The following table summarizes the results of our operations for the six months ended December 31, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Table of revenue streams:

Revenues

We derive revenues from three sources: (1) product sales, (2) system integration projects, and (3) engineering services.

We mainly provide precursors (chemical compounds) and specialty gases products to semiconductor fabrication facilities in Singapore currently.

We also provide engineering and preventive maintenance services to the customer. These services are recognized at a point in time, upon the customer’s acceptance of the engineering, preventive maintenance results.

In addition to delivering products and engineering services, we are also a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for semiconductor, telecom and optoelectronic industries. We perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on customers’ specific needs which requires significant customization. Most of the system integration projects are short term contracts. The system integration projects revenue are recognized at a point in time when the company satisfies its performance obligations, which occurs when control of the services and related equipment transfers to the customer.

Our third-party revenues for the six months ended December 31, 2025 and 2024 were $11,272,357 and $15,091,171, respectively. The $3,818,814, or 25.3% decrease in revenues was mainly driven by the $3,733,398, or 57.8% decrease in system integration projects revenue and the $630,738, or 13.4% decrease in products sales revenue.

For the six months ended December 31, 2025, our engineering services revenue and revenue from products sales have seen an increase of 14.0% and a decrease of 13.4%, respectively, which remain within the normal range of fluctuation. Our system integration projects revenue decrease from $6,464,068 for the six months ended December 31, 2024 to $2,730,670 for the six months ended December 31, 2025, representing a significant decrease of $3,733,398 or 57.8%. The decrease was primarily due to customers postponing the implementation of certain projects amid uncertainties related to tariffs and broader economic conditions, which delayed the related revenue recognition.

Starting from February 2026, as project implementation has gradually resumed, revenue generated from system integration projects recognized on our preliminary management accounts and not audited or reviewed, indicate a clear recovery trend through April 2026.

Our related party revenues for the six months ended December 31, 2025 and 2024 were $54,990 and $11,063, respectively, representing an increase of $43,927, all of which were derived from the engineering services. Our related party revenues accounted for 0.5% and 0.1% of the total revenue for the six months ended December 31, 2025 and 2024, respectively.

Cost of Revenues

Our cost of revenues consists of costs directly related to revenue-generating activities, which is primarily consisted of outsourcing costs, material costs and compensation expenses for our professionals.

Our total cost of revenues decreased by $1,164,098 or 13.0% from $8,961,038 for the six months ended December 31, 2024 to $7,796,940 for the six months ended December 31, 2025, which was generally due to the significant decrease in revenue.

Gross Profit and Gross Profit Margin

Gross profit represents revenues less cost of revenues. Gross profit margin represents gross profit as a percentage of our revenues.

(1) Gross profit

Our gross profit decreased by $2,610,789 or 42.5% from $6,141,196 for the six months ended December 31, 2024 to $3,530,407 for the six months ended December 31, 2025. The significant decrease in gross profit was attributed to (1) decrease of $3,774,887, or 25.0% in total revenue; (2) decrease of gross profit margin from 40.7% to 31.2%.

(2) Gross profit margin

Gross profit margin for the six months ended December 31, 2025 and 2024 was 31.2% and 40.7%, respectively, representing a decrease of 9.5%. The lower gross profit margin was primarily attributable to the following factors: (1) a significant decrease in revenue from system integration projects during the six months ended December 31, 2025, which resulted in a less favorable revenue mix, as system integration projects generally carry relatively higher gross profit margins due to the specialized skills and expertise required; and (2) lower volumes of system integration project services and product sales during the six months ended December 31, 2025, which reduced the utilization efficiency of our engineering and technical workforce, resulting in less efficient absorption of fixed personnel costs.

Operating Expenses

Our operating expenses consist of selling and marketing expenses, general and administrative expenses. Operating expenses slightly increased by $6,869, or 0.4%, from $1,586,345 for the six months ended December 31, 2024 to $1,593,214 for the six months ended December 31, 2025. The increase in our operating expenses was primarily due to $133,162 increase in general and administrative expenses.

Selling and marketing expenses consisted of transport allowance, salary and compensation expenses relating to our sales personnel. Selling and marketing expenses was $50,912 and $177,204 for the six months ended December 31, 2025 and 2024, respectively, representing a decrease by $126,292, resulting from lessor staff bonus occurred.

General and administrative expenses primarily consisted of salary and compensation expenses relating to our accounting, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, impairment losses, professional service fees and travel and transportation costs. General and administrative expenses increased by $133,161 or 9.4% from $1,409,141 for the six months ended December 31, 2024 to $1,542,302 for the six months ended December 31, 2025, due to the increased administrative personnel scale and average salaries, and the increased exchange loss.

Income Tax Expenses

Income tax expenses represented current and deferred income tax expenses derived from income before taxes generated by our operating subsidiaries, AP and QS. For the six months ended December 31, 2025 and 2024, we recorded current income tax expenses of $371,604 and $503,989, respectively. The significant decrease in current income tax expenses in the six months ended December 31, 2025 was primarily attributable to the income before income taxes recorded by Quantum Services Pte Ltd. for the six months ended December 31, 2025, compared to income before income taxes in the same period last year. For the six months ended December 31, 2025 and 2024, we recorded deferred income tax benefit of $70,502 and deferred income tax expense of $131,018, respectively.

Net income

As a result of the reasons and circumstances discussed above, our net income decreased by $2,312,425, or 58.4%, from $3,960,141 for the six months ended December 31, 2024 to $1,647,716 for the six months ended December 31, 2025. The decrease in net income was primarily attributable to: (1) a $3,774,887, or 25.0%, decrease in total revenue, driven by a lower volume of system integration project services provided to our major customers; and (2) a decrease in gross profit margin from 40.7% to 31.2%, primarily due to a lower proportion of system integration projects revenue in our overall revenue mix, as system integration projects generally carries higher gross margins, as well as lower utilization of our engineering and technical workforce, resulting in less efficient absorption of fixed personnel costs.

For the years ended June 30, 2025 and 2024

The following table summarizes the results of our operations for the years ended June 30, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Table of revenue streams:

Revenues

We derive revenues from three sources: (1) product sales, (2) system integration projects, and (3) engineering services.

We mainly provide precursors (chemical compounds) and specialty gases products to semiconductor fabrication facilities in Singapore currently.

We also provide engineering and preventive maintenance services to the customer. These services are recognized at a point in time, upon the customer’s acceptance of the engineering, preventive maintenance results.

In addition to delivering products and engineering services, we are also a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for semiconductor, telecom and optoelectronic industries. We perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on customers’ specific needs which requires significant customization. Most of the system integration projects are short term contracts. The system integration projects revenue are recognized at a point in time when the company satisfies its performance obligations, which occurs when control of the services and related equipment transfers to the customer.

Our third-party revenues for the years ended June 30, 2025 and 2024 were $24,116,031 and $18,802,027, respectively. The $5,314,004, or 28.3% increase in revenues from third parties was mainly driven by the $2,379,199, or 47.2% increase in system integration projects revenue and the $2,348,709, or 39.0% increase in engineering services revenue.

Our main product, the chemical product, were stable in price for the past two years. Regarding the projects and services, the price varied for different customers. Overall, as driven by cost factors such as labor cost and material cost, prices for projects and services are still showing an upward trend.

For the year ended June 30, 2025, revenue from our top two customers increased by $1,624,224 and $1,235,251, respectively. Revenue from our largest customer accounted for 50.0% and 55.6% of our total revenue for the years ended June 30, 2025 and 2024, respectively, which has a significant impact on our operation.

Our related party revenues for the years ended June 30, 2025 and 2024 were $59,310 and $9,467, respectively, representing an increase of $49,843, or 526.5%, all of which was derived from the engineering services. Our related party revenues accounted for 0.2% and 0.1% of the total revenue for the years ended June 30, 2025 and 2024, respectively.

Cost of Revenues

Our cost of revenues consists of costs directly related to revenue-generating activities, which is primarily consisted of outsourcing costs, material costs and compensation expenses for our professionals.

Our total cost of revenues increased by $2,367,215 or 18.3% from $12,924,996 for the year ended June 30, 2024 to $15,292,211 for the year ended June 30, 2025, which was generally due to the significant increase in revenue.

Gross Profit and Gross Profit Margin

Gross profit represents revenues less cost of revenues. Gross profit margin represents gross profit as a percentage of our revenues.

(1) Gross profit

Our gross profit increased by $2,996,632 or 50.9% from $5,886,498 for the year ended June 30, 2024 to $8,883,130 for the year ended June 30, 2025. The significant increase in gross profit was attributed to (1) increase of $5,363,847, or 28.5% in total revenue; (2) increase of gross profit margin from 31.3% to 36.7%.

(2) Gross profit margin

Gross profit margin for the year ended June 30, 2025 and 2024 was 36.7% and 31.3%, respectively, representing an increase of 5.4%. The significantly higher gross profit margin was mainly due to the following reasons: (1) the substantial increase in revenue from system integration projects for the year ended June 30, 2025 led to a higher overall gross profit margin. The system integration projects business requires more specialized skills and experience and generally carries a relatively higher gross profit margin. (2) during the year ended June 30, 2025, our customers provided more system integration projects and engineering service, which enabled us to better utilization of our engineering and technical workforce, which allowed fixed personnel costs to be absorbed over a larger revenue base.

Operating Expenses

Our operating expenses consist of selling and marketing expenses, general and administrative expenses. Operating expenses increased by $449,123, or 16.6%, from $2,710,403 for the year ended June 30, 2024 to $3,159,526 for the year ended June 30, 2025. The increase in our operating expenses was primarily due to $496,841 increase in general and administrative expenses.

Selling and marketing expenses consisted of transport allowance, salary and compensation expenses relating to our sales personnel. Selling and marketing expenses were $219,278 and $266,996 for the years ended June 30, 2025 and 2024, respectively, which maintained stable for the past two years.

General and administrative expenses primarily consisted of salary and compensation expenses relating to our accounting, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, impairment losses, professional service fees and travel and transportation costs. General and administrative expenses increased by $496,841 or 20.3% from $2,443,407 for the year ended June 30, 2024 to $2,940,248 for the year ended June 30, 2025, due to the increased administrative personnel scale and average salaries, and the increased exchange loss.

Income Tax Expenses

Income tax expenses represented current and deferred income tax expenses derived from income before taxes generated by our operating subsidiaries, AP Engineering Solutions Pte. Ltd. and Quantum Services Pte. Ltd. For the years ended June 30, 2025 and 2024, we recorded current income tax expenses of $949,029 and $433,319, respectively. The significant increase in current income tax expenses in the year ended June 30, 2025 was primarily attributable to the income before income taxes recorded by Quantum Services Pte. Ltd. for the current year, compared to income before income taxes in the prior year. For the years ended June 30, 2025 and 2024, we recorded deferred income tax expenses of $5,096 and $32,324 respectively.

Net income

As a result of the reasons and circumstances discussed above, our net income increased by $2,084,579, or 75.3%, from $2,766,925 for the year ended June 30, 2024 to $4,851,504 for the year ended June 30, 2025. The increase in net income was primarily attributable to (1) a $5,363,847, or 28.5%, increase in total revenue driven by a higher volume of system integration projects and engineering services provided to our major customers; and (2) an improvement in gross profit margin from 31.3% to 36.7% as a result of a higher proportion of projects with relatively higher gross margins and better utilization of our engineering and technical workforce, which allowed fixed personnel costs to be absorbed over a larger revenue base.

Liquidity and Capital Resources

In assessing the liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenues, and operating and capital expenditure commitments. Historically, we have funded our operation through a combination of cash flows generated from our operation, contributions from our shareholders and borrowings from banks. As of December 31, 2025, we had cash and cash equivalents of $3,319,412 and a working capital of $7,893,396, respectively. As of June 30, 2025, we had cash and cash equivalents of $5,760,132 and a working capital of $10,105,155, respectively.

We believe that we will generate sufficient cash flows to fund our operating entities’ operations and to meet our obligations on a timely basis for the next 12 months, assuming the successful implementation of our business plans. We plan to support our future operations primarily from cash generated from our operating entities’ operations and the proceeds from our initial public offering. We may, however, require additional cash due to business expansion or other future developments. If our future cash is insufficient to meet our requirements, we may further seek to issue debt or equity securities or obtain additional credit facilities.

Cash flows for the six months ended December 31, 2025 and 2024

The following table summarizes our consolidated cash flows for the years indicated:

Operating Activities

Net cash provided by operating activities was $1,259,119 for the six months ended December 31, 2025, primarily consisting of net income of $1,647,716, amortization of right-of-use operating lease assets of $249,437, a decrease of $218,448 in inventory, an increase of $23,730 in accounts payable - related parties, and mainly offset by an increase in account receivable of $127,748, a decrease in advance from customers of $255,838 and a decrease in operating lease liability of $240,876.

Net cash used in operating activities was $302,603 for the six months ended December 31, 2024, mainly comprising an increase in accounts receivable of $3,583,661, a decrease in account payable of $313,225, a decrease in advance from customer of $1,957,323, and offset by net income of $3,960,141, amortization of right-of-use operating lease assets of $195,741, a decrease in inventory of $547,709, a decrease in contract fulfillment cost of $42,263, an increase of $48,515 in account payable - related parties, an increase of $588,195 in income tax payable, and an increase of $392,260 in accrued expenses and other current liabilities.

Investing Activities

For the six months ended December 31, 2025, we conducted no investing activities.

For the six months ended December 31, 2024, net cash used in investing activities was $5,786, primarily for purchases of property and equipment.

Financing Activities

For the six months ended December 31, 2025, net cash used in financing activities was $3,638,646, which consisted of repayment of bank loan in the amount of $21,219, distribution of dividends in the amount of $3,982,558, an increase in deferred IPO cost of $305,988, and repayment to related party in the amount of $4,505, and offset by proceeds of capital contribution in the amount of $488,000 and proceeds from related party of $187,624.

For the six months ended December 31, 2024, net cash used in financing activities was $114,908, which consisted of repayment of bank loan in the amount of $128,594 and repayment to related party in amount of $287,973, and offset by proceeds from related party in the amount of $301,659.

Cash Flows for the years ended June 30, 2025 and 2024

The following table summarizes our consolidated cash flows for the years indicated:

Operating Activities

Net cash provided by operating activities was $1,106,327 for the year ended June 30, 2025, primarily consisting of net income of $4,851,504, amortization of right-of-use operating lease assets of $242,811, a decrease of $574,641 in inventory, an increase of $370,474 in income tax payable, and offset by an increase in account receivable of $1,559,737, a decrease in account payable of $639,711 and a decrease in advance from customers of $2,699,331.

Net cash provided by operating activities was $5,208,207 for the year ended June 30, 2024, mainly comprising net income of $2,766,925, amortization of right-of-use operating lease assets of $222,938, a decrease in accounts receivable - related parties of $69,583, a decrease in account receivable of $106,810, a decrease in inventory of $353,261, a decrease in contract fulfilment cost of $138,627, a decrease in other current assets of $833,449, an increase of $269,912 in account payable, an increase of $1,361,516 in advance from customers, and offset by an increase of $9,930 in amount due from related parties, a decrease of $269,898 in accounts payable - related parties, and a decrease of $284,140 in income tax payable and a decrease of $ 286,276 in accrued expenses and other current liabilities.

Investing Activities

For the year ended June 30, 2025 and 2024, net cash used in investing activities were $7,733 and $6,532, respectively, primarily for purchases of property and equipment.

Financing Activities

For the year ended June 30, 2025, net cash used in financing activities was $766,354, which consisted of repayment of bank loan in the amount of $251,423, distribution of dividends in the amount of $481,059, proceeds from related parties in the amount of $301,841 and repayment to related party in the amount of $335,713.

For the year ended June 30, 2024, net cash used in financing activities was $1,853,965, which consisted of repayment of bank loan in the amount of $227,363, distribution of dividends in amount of $1,576,059, proceeds from related party in the amount of $741,675 and repayment to related party in the amount of $792,218.

Capital Expenditures

We made capital expenditures of $0 and $5,786 for the six months ended December 31, 2025 and 2024, respectively. We made capital expenditures of $7,733 and $6,532 for the year ended June 30, 2025 and 2024, respectively.

Contractual Obligations

We had outstanding bank loan balances of $0, $21,455 and $245,370 as of December 31, 2025, June 30, 2025 and June 30, 2024, respectively. We have also entered into operating lease agreements for office and warehouse. The leases are expiring through May 1, 2027.

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2025:

The following table sets forth our contractual obligations and commercial commitments as of June 30, 2025:

We are required to pay operating lease commitments and fund our capital expenditure in the normal course of business. Our primary sources of liquidity consist of existing cash balances, cash flows from our operating activities and availability under bank loan credit facilities. As of December 31, 2025, we had cash and cash equivalents of $3,319,412 and working capital of $7,925,107. Subsequent to December 31, 2025, we did not obtain any bank loans, nor did we enter into any fixed commitment for this expansion as the date of the Prospectus. We budget the rest of capital spending based on ongoing assessments of needs to maintain adequate cash. In the long run, we believe that the anticipated cash raised from financing and anticipated cash flow from operations, together with the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for the next 12 months from the date of this prospectus.

Off-Balance Sheet Commitments and Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the U.S. federal securities laws. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement, (b) in which we have total annual gross revenues of at least $1.235 billion, or (c) in which the we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last Business Day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period. As such, we will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Foreign Private Issuer Status

We are a “foreign private issuer” as defined in the U.S. federal securities laws, and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing rules corporate governance listing standards.

Recently Adopted or Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is stated in the summary of significant accounting policies in our consolidated financial statements for the financial statements included elsewhere in this prospectus.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. We continually evaluate these judgments and estimates based on our own experience, knowledge and assessment of current business and other conditions, and our expectations regarding the future based on available information and assumptions that we believe to be reasonable. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following:

Revenue recognition

We adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC Topic 606”) from July 1, 2022 and used the modified retrospective method for all types of revenue.

The core principle of ASC Topic 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

We derive our revenues primarily from three sources: (1) system integration projects; (2) product sales; (3) engineering services. All of our contracts with customers do not contain cancellable and refund-type provisions.

In accordance with ASC 606, we disaggregate revenue from contracts with customers by revenue stream. We determined that disaggregating revenue into these categories meets the disclosure objective in ASC 606 which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors. Refer to Note 3 for information regarding revenue disaggregation by revenue stream.

Revenue from product sales

We mainly provide precursors (chemical compounds), specialty gases products to semiconductor fabrication facilities in Singapore currently.

We act as a principal in its product sales arrangements, based on the following considerations:

We generate revenue primarily through the sale and delivery of promised goods to customers and recognize revenue when control is transferred to customers, which typically occurs upon customer acceptance, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods and this is recorded net of good and service tax (“GST”). Our contracts with customers are primarily on a fixed-price basis and do not contain cancellable and refund-type provisions.

Revenue from system integration projects

Our revenues from system integration projects are normally under long-term framework agreement and the subsequent project assigned by the customer. All of these projects are short term and most of them can be completed and accepted within 1 month.

These projects require us to perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on the customers’ specific needs which requires significant customization. Upon delivery of the services and equipment, customer acceptance is generally required. Because of the nature of the projects, and the contract owners perform inspection during the project prior to acceptance, there is no warranty clause included in the contractual term, therefore, no accrual for warranty costs is necessary.

Occasional spare parts may be required as inputs consumed during the service provision process. Though the Company would pay for the spare parts, the spare parts do not transfer a separate goods or service to the customer. Further, both we and the spare parts supplier would not provide additional services or products after delivering services to the customers.

We consider these promised services and spare parts as one performance obligation since our customer cannot benefit from a separate service and spare parts until combining them as a bundle of services and spare parts that is distinct.

According to ASC 606-10-25-23 through 25-30, the system integration projects revenue are recognized at a point in time when the company satisfies its performance obligations, which occurs when control of the services and related equipment transfers to the customer.

Expenses related to these types of services are recognized as incurred. Revenue consists of the invoiced value for the sales net of GST.

Revenue from engineering services

Under the long-term framework agreement with the customer, we provide engineering, preventive maintenance services to the customer.

These services are recognized at a point in time, upon the customer’s acceptance of the engineering, preventive maintenance results. This acceptance represented the transfer of control of the service output and fulfillment of our performance obligation. We concluded that point-in-time recognition was appropriate because the customer obtains control of the service output only upon final acceptance, and we did not have an enforceable right to payment until that point.

Expenses related to these types of services are recognized as incurred. Revenue consists of the invoiced value for the sales net of GST.

Occasional spare parts may be required as inputs consumed during the service provision process. Though we would pay for the spare parts, the spare parts do not transfer a separate goods or service to the customer. Further, both we and the spare parts supplier would not provide additional services or products after delivering services to the customers.

We consider these promised services and spare parts as one performance obligation since our customer cannot benefit from a separate service and spare parts until combining them as a bundle of services and spare parts that is distinct.

Contract Balances

The Company recognizes a receivable when it has an unconditional right to receive consideration from a customer. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as a contract asset.

The Company recognizes a contract liability when the customer pays the consideration before the Company recognizes the related revenue or when the Company has an unconditional right to receive the consideration before the Company recognizes the related revenue, and in such case a corresponding receivable will be recognized.

Cost of Revenue

The Company’s cost of revenues primarily consists of (i) materials and equipment costs, (ii) compensation and related overhead expenses for personnel involved in the customization of its products, delivery, installation and maintenance and services (“compensation and overhead costs”), (iii) contractor costs, and (iv) depreciation of equipment used in operations.

All costs associated with the sales are expensed at a point in time when revenues are recognized. The costs incurred but not expensed yet are recognized as “contract fulfilment cost” in the accompanying balance sheets. Such contract fulfilment costs primarily consist of direct labor, materials, subcontractor costs and other costs directly attributable to the Company’s system integration projects customization or refurbishment activities.

Contract fulfillment costs are amortized on a systematic basis consistent with the pattern of transfer of the related goods or services, which is generally over the related contract period of less than one year. The amortization of contract fulfillment costs is included in cost of revenues. The Company evaluates contract fulfillment costs for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash invested in liquid investments with original maturities of three months or less. We have not used any derivative financial instruments to manage our interest risk exposure. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed, nor do we anticipate being exposed, to material risks due to changes in interest rates. However, our future interest income may be lower than expected due to changes in market interest rates.

Trend Information

Other than as described elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.

Impact of Inflation

We do not believe the impact of inflation on our Company is material. Our operations are in Singapore and Singapore’s inflation rates have been relatively stable in the last three years.

Credit Risk

Assets that potentially subject us to a significant concentration of credit risk primarily consist of cash, accounts receivable, prepaid expenses, other current assets and other non-current assets. The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. 

Cash balances in bank accounts in Singapore are protected under Deposit Protection Scheme in accordance with the Deposit Protection Scheme Ordinance. The maximum protection is up to SGD 100,000 per depositor per Scheme member, including both principal and interest. 

We conduct credit evaluations of its customers and suppliers and generally do not require collateral or other security from them. We use loss rate method and individual evaluation method to estimate the allowance for credit losses. For those past due balances over one year and other higher risk receivables identified by us are reviewed individually for collectability. We evaluate the expected credit loss of receivables based on historical collection experience, the financial condition of its customers and assumptions for the future movement of different economic drivers and how these drivers will affect each other. We write off potentially uncollectible receivables against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than the carrying value. As of December 31, 2025 and June 30, 2025, we recorded no expected credit loss for accounts receivable, prepaid expenses, other current assets and other non-current assets, respectively.

Concentration risk of customers and suppliers

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the six months ended December 31, 2025, and 2024.

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the six months ended December 31, 2025 and 2024.

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended June 30, 2025, and 2024.

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the years ended June 30, 2025 and 2024.

Foreign Exchange Risk

For the six months ended December 31, 2025 and 2024 and the years ended June 30, 2025 and 2024, part of our revenues and a majority of our expense transactions were denominated in Singapore dollars. As of December 31, 2025 and June 30, 2025, a majority of our assets and liabilities were denominated in Singapore dollars. The Singapore dollars is freely convertible into foreign currencies.

It is difficult to predict how market forces or Singapore or U.S. government policy may impact the exchange rate between the Singapore dollars and the U.S. dollar in the future. The change in the value of the Singapore dollars relative to U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations.

INDUSTRY

Global Semiconductor Industry Landscape

The global semiconductor industry underpins modern digital infrastructure—including artificial intelligence (AI), cloud computing, mobile communications, and electric vehicles (EVs). According to the Semiconductor Industry Association (SIA) State of the Industry Report 2025, worldwide semiconductor sales totaled US$630.5 billion in 2024, up 19% year over year. Independent outlooks of global semiconductor industry from Deloitte and PwC indicate the market remains on track to reach US$1 trillion by 2030, suggesting a 7.5% compound annual growth rate (CAGR), potentially doubling to $2 trillion by 2040. This expansion is driven by structural demand from AI accelerators, high-bandwidth memory (HBM), data centers, and power semiconductors used in renewable energy and EV platforms.

Source: WSTS, SIA State of the Industry Report 2025

The semiconductor industry’s value chain is capital-intensive and geographically specialized: R&D and design are concentrated in North America and Europe, while manufacturing capacity is predominantly in Asia, led by Taiwan, South Korea, and increasingly Southeast Asia.

As leading-edge nodes approach sub-3nm and advanced packaging becomes central to performance gains, wafer fabrication plants are investing heavily in advanced materials, process control, and contamination management—benefiting equipment makers, gas/chemical suppliers, and engineering service providers embedded in fabrication plant ecosystems. Despite strong long-term fundamentals, the industry remains cyclical—subject to swings from consumer-electronics demand, inventory corrections, and macro conditions. The end-market mix has broadened beyond PCs/handsets as automotive, industrial, and AI/data center uses have grown, which has diversified revenue streams even though individual segments can weaken at different times (e.g., auto/industrial softness in 2024~2025 alongside AI-driven recovery).

Government policy support for the semiconductor industry remains significant: the U.S. CHIPS and Science Act (US$52.7 billion), the EU Chips Act (more than €43 billion public funding identified), and Japan’s multi-year support totaling JPY 3.9 trillion (FY2021–FY2023) are catalyzing new fabrication plant construction and supply-chain localization. Capital expenditure is set to remain elevated. SEMI projects global 300mm fabrication plant equipment spending will exceed US$100 billion in 2025 and total US$374 billion over 2026~2028, reflecting capacity additions for AI, memory, and specialty power devices.

Specialty Gases and Chemicals in Semiconductor Manufacturing

Specialty gases and chemicals are essential inputs for thin-film deposition, etch, and lithography. Processes such as CVD and ALD rely on ultra-high-purity precursors (e.g., silane, ammonia, organometallics) to form nanoscale layers with atomic-level control, while gases such as NF₃, SF₆, and HCl support plasma etch and chamber cleaning. A report from Precedence Research titled “Semiconductor Gases Market Size and Forecast 2025 to 2034” sizes the semiconductor gases market at approximately US$10.87 billion in 2024 and predict an increase from US$11.69 billion in 2025 to approximately US$ 22.49 billion by 2034, expanding at a CAGR of 7.54% from 2025 to 2034. A report from Fortune Business Insight titled “Semiconductor Gases Market Size, Share & Industry Analysis, By Product (Electronic Special Gas and Electronic Bulk Gas), Application (Memory, Logic, and Others), and Regional Forecast, 2026-2034” states that Asia Pacific dominated the semiconductor gases market with a 74.40% share in 2026, driven by strong demand from the region’s rapidly expanding semiconductor manufacturing hubs, particularly in Taiwan, South Korea, China, and Japan. Within this, electronic/ALD–CVD precursors are expected to grow approximately 8% in 2025.

Source: Precedence Research

The supply chain is tightly qualified: materials typically undergo lengthy validation at each fabrication plant, and most wafer fabrication plants dual-source or tri-source critical inputs to ensure resilience. Distributors and localized service providers play a key role in logistics, purity assurance, and compliance across mature manufacturing hubs in Singapore, Taiwan, and South Korea.

Waste Gas Management and Effluent Systems

Semiconductor fabrication generates exhaust streams from deposition, etch, and cleaning steps that contain reactive and hazardous by-products. Semiconductor fabrication plants therefore deploy integrated abatement architectures wet and dry scrubbers, burn-wet systems, thermal oxidizers, ozone generators, chillers, and heat-trace controls to mitigate safety risks and comply with environmental standards while preserving process stability. According to Business Research Insights, the semiconductor abatement systems market valued at US$1.39 billion in 2026 increasing to about US$3.49 billion by 2035, a CAGR of about 10.8%. Growth in the semiconductor abatement systems market is generally associated with expanding leading-edge capacity, increasing tool intensity per fabrication facility, and progressively more stringent environmental and safety requirements.

Source: Business Research Insights

Singapore and Southeast Asia as a Semiconductor Hub

Singapore is one of the world’s most advanced semiconductor ecosystems. According to the Economic Development Board Singapore, the country accounts for about 10% of global semiconductor output, approximately 5% of global wafer-fabrication capacity, and around 20% of global semiconductor equipment production. The sector benefits from long-term R&D funding under the S$25 billion RIE2025 plan and a S$500 million national, open-access semiconductor R&D fabrication facility slated to begin operations by 2027.

Selected recent investments in the semiconductor industry in Singapore are listed below:

Singapore is a mature semiconductor production center with capabilities spanning front-end wafer fabrication, back-end assembly and test, advanced packaging, and a full stack of enabling infrastructure. The operating environment features clear regulatory requirements for hazardous-material licensing and bonded storage, reliable logistics for ultra-high-purity gases and chemicals, and a technically trained workforce supporting both 200- and 300-millimeter facilities. In addition to fabrication capacity, Singapore serves as a regional coordination point for supply-chain management, import–export compliance and bonded-warehouse logistics, and engineering support across multiple technology nodes.

Procurement practices in Singapore’s wafer-fabrication plants are qualification-led and relationship-driven. Customers typically pre-qualify a limited number of suppliers through multi-month trials and then award multi-year frameworks or rolling blanket purchase orders. Embedded on-site technicians and short response times are valued because they reduce tool downtime and help maintain line-rate stability. These practices favor suppliers that meet licensing and safety standards while providing on-site engineering coverage, refurbishment capability, and consistent quality control.

At the regional level, Southeast Asia continues to deepen its semiconductor footprint. Malaysia’s Penang and Kulim corridors anchor large assembly, test, and front-end support clusters, while Vietnam and Thailand continue to attract investments in advanced packaging and module integration. Expansion across these markets creates opportunities for qualified suppliers that can replicate Singapore-tested compliance and safety practices, maintain consistent quality across jurisdictions, and support customers through on-site technician models and rapid refurbishment programs.

Implications for Integrated Materials and Engineering Providers

High-volume wafer fabrication prioritizes safety, uptime, yield, and regulatory compliance. As a result, wafer fabrication plants in Singapore and across Southeast Asia increasingly value vendors that can coordinate both process-level inputs (for example, high-purity gases and precursors) and facility-level systems (for example, thermal control, exhaust, and abatement). Integrating materials supply with on-site engineering support can reduce handoffs, shorten response times, and improve accountability for contamination control and effluent management, while aligning procurement and safety documentation under a single framework.

BUSINESS

Our Mission

Our mission is to become the most trusted engineering partner to our customers in the semiconductor industry. We aim to deliver reliable, efficient and cost-effective solutions through the provision of high-purity process materials, precision engineering services, and responsive technical support. By combining technical expertise, operational integrity and long-term customer collaboration, we seek to minimize downtime, enhance manufacturing performance, and enable next-generation semiconductor production in a safe and sustainable manner.

Overview

Suchness is an exempted company incorporated in the Cayman Islands that conducts its operations in Singapore through two wholly owned operating subsidiaries: AP and QS. AP and QS provide complementary products and services that support multiple stages of semiconductor manufacturing, including material supply, engineering, and facility maintenance.

AP

AP is a Singapore-based supplier and engineering service provider that specializes in high-purity process materials, including precursor chemicals and specialty gases, for semiconductor wafer fabrication plants. AP also provides on-site preventive maintenance services inside its customers’ fabrication plants, including the work in both the cleanroom and sub-fabrication (the “sub-fab”) areas, where its services process tools and the associated gas-delivery and abatement systems. Established in 2010, AP initially focused on the distribution of specialty gases and chemical vapor deposition (“CVD”) and atomic layer deposition (“ALD”) precursor materials used for thin-film deposition processes in semiconductor manufacturing. These materials are essential inputs for CVD and ALD processes that form thin films on silicon wafers.

Over time, AP expanded its activities to include engineering and technical support within wafer fabrication plants. AP provides preventive maintenance services for process tools, gas and chemical delivery systems, and sub-fab infrastructure to help maintain equipment reliability and process stability. These services are delivered by certified technicians stationed within customer facilities under long-term service arrangements. In addition to maintenance activities, AP also supports system retrofitting, equipment refurbishment, and spare-parts logistics.

AP currently serves major 200 mm and 300 mm wafer fabrication plants in Singapore through a recurring, multi-service engagement model that includes: (i) precursor chemicals and specialty gas supply; (ii) preventive maintenance for process tools and sub-fab infrastructure, which is the vacuum, exhaust, gas-abatement, thermal-control, gas-delivery interface, and control/interlock systems located beneath or adjacent to the cleanroom that support those tools; (iii) supply, installation, and refurbishment of abatement systems and consumable parts; and (iv) distribution of original equipment manufacturer (“OEM”) replacement components, valves, heater products, and vacuum hardware. As of the date of this prospectus, AP operates with a workforce of 129 employees, including approximately 90 technicians based in the fabrication plants of its customers. These technicians are authorized by the plant to perform work within semiconductor fabrication facilities and embedded across customer sites.

Through its combined material-supply and on-site engineering-support model, AP assists semiconductor manufacturers in maintaining safe, efficient, and compliant fabrication plant operations. AP seeks to continue expanding its product portfolio to include additional precursor and gas categories subject to customer qualification, while maintaining the necessary licenses and bonded-warehouse capabilities for the import, storage, and handling of regulated materials in Singapore.

QS

QS was established in Singapore in 2004 and provides engineering, installation, and maintenance services for semiconductor manufacturing facilities. With 22 years of operational experience, QS delivers on-site technical solutions that support both the construction and ongoing operation of wafer fabrication plants in Singapore.

QS specializes in thermal control systems, sub-fab scrubber servicing, ozone-generator refurbishment, insulation works, and control-panel integration for semiconductor process and exhaust systems. Its engineering scope covers the installation and maintenance of heating systems, electrical works, and effluent-management infrastructure that support continuous fabrication plant operations. In addition to direct work with wafer-fabrication customers, QS also serves as a subcontractor to multinational engineering and system-integration firms, providing installation and retrofitting support for new fabrication plant construction and facility upgrades.

QS’s activities include preventive maintenance, refurbishment of temperature-control and exhaust-management equipment, and customized component supply for tool hook-up and sub-fab applications. These services are supported by an in-house technical team capable of rapid on-site response and equipment troubleshooting. As of the date of this prospectus, QS employs 101 personnel, including project engineers, field technicians, and service managers authorized to perform work inside wafer fabrication plants.

Group Synergy and Strategic Position

Suchness integrates the complementary operations of AP and QS to provide a coordinated materials-and-engineering platform serving semiconductor manufacturing customers. AP supplies high-purity process materials and provides fabrication plant-side maintenance for wafer tools, while QS delivers engineering, installation, and facility-support services that ensure stable sub-fab and utility operations.

Together, AP and QS form an integrated framework that supports multiple stages of semiconductor manufacturing—from the supply of precursor chemicals and specialty gases to the maintenance of facility systems that enable safe and continuous fabrication plant operations. This structure allows Suchness to coordinate both process-level and infrastructure-level services within Singapore’s semiconductor ecosystem, providing a unified operational foundation for efficiency, reliability, and regulatory compliance across customer wafer fabrication plants.

Revenue

We derive revenues from three sources: (1) product sales, (2) system integration projects, and (3) engineering services. AP generates revenue from product sales and engineering services and does not engage in system integration projects. QS generates revenue from product sales, system integration projects, and engineering services.

We mainly provide precursor chemicals (chemical compounds) and specialty gases products to semiconductor fabrication facilities in Singapore.

We also provide engineering and preventive maintenance services. These services are recognized at a point in time, upon the customer’s acceptance of the engineering, or preventive maintenance results.

In addition to delivering products and engineering services, we are also a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for semiconductor, telecom and optoelectronic industries. We perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on customers’ specific needs which requires significant customization. Most of the system integration projects are short term contracts. The system integration projects revenue are recognized at a point in time when the company satisfies its performance obligations, which occurs when control of the services and related equipment transfers to the customer.

The following table sets forth our total revenues by types of revenue for the fiscal years ended June 30, 2025 and 2024:

Revenue is attributed to geographic markets based on the location of the customer. For the years ended June 30, 2025 and 2024, all of the Company’s revenues were generated in Singapore.

Our Corporate History

Suchness was incorporated in the Cayman Islands on August 4, 2025, as a holding company without any business operations of its own and conducts its activities through two wholly owned subsidiaries in Singapore.

AP was established in 2010 as a supplier of specialty gases and CVD/ALD precursor materials for semiconductor wafer fabrication. By 2014, it obtained the necessary licenses and bonded-warehouse facilities for the import, storage, and handling of regulated chemicals. Beginning in 2016, it expanded beyond material distribution into on-site preventive maintenance for process tools and sub-fab gas systems, supported by certified technicians based in customer wafer fabrication plants. AP later broadened its business scope to include scrubber maintenance, vacuum and abatement equipment refurbishment, and OEM component distribution, and entered its first principal-level precursor distribution partnership in 2018. Between 2019 and 2023, it diversified its product portfolio and workforce to support both 200 mm and 300 mm wafer fabrication plants, and as of the date of this prospectus, continues to qualify additional precursor and gas products for existing customers while assessing regional expansion opportunities.

QS was incorporated in 2004 to provide technical services for semiconductor equipment installation and facility construction. In its early years, it supported fabrication plant construction and tool hook-up projects for major contractors, later expanding into thermal control systems and sub-fab equipment servicing in the mid-2010s. It subsequently introduced preventive maintenance and refurbishment programs for scrubbers and ozone generators, and in 2018 began supplying spare parts and refurbishment services under recurring arrangements with semiconductor customers. Between 2020 and 2024, it broadened its capabilities to include insulation, control-panel integration, interlock systems, and project-based engineering support for fabrication plant upgrades and new facility builds. It currently operates as a Singapore-based engineering services provider with comprehensive facility-support capabilities serving the semiconductor manufacturing industry.

On September 17, 2025, a corporate restructuring was completed in connection with the listing, pursuant to which Suchness became the holding company of both operating subsidiaries. Following the restructuring, it holds 100% of the equity interests in each of AP and QS and conducts all of its business through these wholly owned entities, as illustrated in the corporate structure below.

On February 13, 2026, Suchness adopted an amended and restated memorandum and articles of association to create a dual class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share entitles the holder thereof to one (1) vote on all matters subject to vote at general meetings of Suchness, and each Class B Ordinary Share entitles the holder thereof to 10 votes on all matters subject to vote at general meetings of Suchness. 

On February 13, 2026, 10,240,000 ordinary shares held by LESSNESS TECH LIMITED, a BVI business company wholly owned by our Chief Executive Officer, Poh Hin Tan, were re-designated and reclassified as 6,240,000 Class A Ordinary Shares and 4,000,000 Class B Ordinary Shares. 

Products and Services

We source and resell materials, engineering, and facility-support solutions for semiconductor manufacturing through our two wholly owned subsidiaries in Singapore: AP, which operates the materials and fabrication plant support solution business, and QS, which operates the engineering and facility system business. Both of our subsidiaries conduct recurring and project-based operations that support the continuous production and expansion of semiconductor wafer-fabrication facilities. AP focuses on supplying high-purity process materials and providing fab-side maintenance and engineering services, while QS delivers system-integration, installation, and facility-maintenance solutions for sub-fab and utility systems. Together, these operations form a complementary platform that supports the semiconductor manufacturing ecosystem in Singapore.

Materials & Fabrication Plant Support Solutions Business (AP)

Our Materials & Fabrication Plant Support Solutions business, operated through AP, supplies high-purity process materials and provides fabrication plant-side maintenance and engineering services for semiconductor wafer-fabrication facilities, two areas that are essential to maintaining efficient and stable wafer fabrication processes.

AP does not engage in manufacturing activities nor operates production facilities. All materials supplied by AP are manufactured by qualified third-party suppliers. AP’s operations consist of distributing such materials and providing on-site engineering and maintenance services, and it does not produce, blend, process, or repackage specialty chemicals, gases, or components.

Material Supply

AP sources and distributes specialty chemicals and gases used in semiconductor manufacturing, whose activities include:

Figure: Example of the Gas and Chemicals at Tuas warehouse

Engineering and Maintenance Services

AP provides preventive maintenance and engineering support for processing tools, gas-delivery systems, and sub-fab infrastructure, whose key service activities include:

AP bills service fees based on technician headcount and technical skill level. AP stations certified technicians within customers’ wafer fabrication plants on a full-time or part-time basis, as requested by the customers. 

Figure: Featuring the implanter machine (left), top view of a thin film machine (middle) and example of an engineer performing maintenance on a thin film machine (right).

Product Distribution and Replacement Parts

AP also distributes a range of replacement components and consumables used in semiconductor tools and sub-fab systems, including:

Figure: Example of isolation gate valves (left), pipe fittings (middle) and stainless-steel tubing (right)

AP also acts as a sourcing and logistics partner for smaller Asian material suppliers, enabling wafer fabrication plants to access qualified second-source materials in addition to primary OEM products. AP is an authorized distributor and service partner in Singapore for several international component and material manufacturers.

Figure: Example of wet scrubber (left), plasma scrubber (middle), burn-wet scrubber(right) from IPI

Engineering & Facility Systems Business (QS)

Our engineering and facility system business, operated through QS, provides engineering, installation, and maintenance services that support both the construction and ongoing operation of semiconductor fabrication facilities. Its activities include the design and installation of thermal-control and exhaust-management systems, refurbishment of sub-fab equipment, and preventive maintenance of facility-support infrastructure.

QS does not operate large-scale or capital-intensive manufacturing facilities. While its primary activities involve design, integration, installation, and maintenance services used in semiconductor fabrication plants, QS sources major components from third-party suppliers and performs limited ancillary fabrication in connection with certain projects. For example, QS may purchase silicone-coated fiberglass fabric and related materials to produce insulated jackets in customer-specified sizes on an as-needed basis. These activities involve simple cutting and assembly processes and do not constitute mass production. Such fabrication activities represent a minor and immaterial portion of the Company’s overall operations. QS does not maintain material work-in-process inventories or significant manufacturing equipment in connection with these activities. 

System Design and Installation

QS designs, sources, and installs gaseous-effluent management systems that maintain gas temperature and prevent clogging in input and exhaust lines. Key project activities include: