iOThree Ltd美股招股说明书(2025-04-10版)

3,412,500 Ordinary Shares iOThree Limited Thisprospectus(the“Resale Prospectus,”or“this prospectus”)relates totheresale of up to 3,412,500 ordinary shares,par value$0.00625 per share(the“OrdinaryShares”)by the Reselling Shareholders(as defined and named herein).Currently,there is no public market for the Ordinary Shares.Since there iscurrently no public market established for our securities, the Reselling Shareholderswill sell at the price at which we sell shares in our public offering pursuant to theregistrationstatement of which this prospectus is a part,which is$4.00 perOrdinaryShare.Once,and if,our Ordinary Shares are listed on The Nasdaq CapitalMarket(“Nasdaq”)andthereisanestablishedmarketfortheResellingShareholders’Ordinary Shares,the Reselling Shareholders may sell their OrdinarySharesfrom time to time at the market price prevailing on Nasdaq at the time ofofferand sale,or at prices related to such prevailing market prices or innegotiatedtransactions or a combination of such methods of sale directly or throughbrokers. TheCompany will not receive any proceeds from the sale of any of the 3,412,500OrdinaryShares sold by the Reselling Shareholders(the“Resale Shares”).Theofferingof the Resale Shares by the Reselling Shareholders will terminate at theearlierof such time as all of the Resale Shares have been sold pursuant to theregistrationstatement and the date on which it is no longer necessary to maintaintheregistration of the Resale Shares as a result of such Resale Shares beingpermittedto be offered and resold without restriction pursuant to the provisions ofRule144 of the Securities Act of 1933,as amended,and the offering of the ResaleSharesmay extend for a longer period of time than the offering of the OrdinaryShares being sold in the Company’s initial public offering of securities. The ResaleShares will be resold from time to time by the Reselling Shareholders. Priorto the Company’s initial public offering,there has been no public marketforthe Ordinary Shares.Our Ordinary Shares have been approved to list on Nasdaqunder the symbol “IOTR”. Weare both an“emerging growth company”and a“foreign private issuer”asdefinedunder the U.S.federalsecurities laws and,as such,will be subject toreducedpublic company reporting requirements for this and future filings.Inaddition,for as long as we remain an emerging growth company,we will qualify forcertainlimited exceptions from the Sarbanes-Oxley Actof2002.Additionally,following the offering, more than 50.0% of the voting power of our securities will bebeneficiallyowned by our founder and Chief Executive Officer,Mr.Eng Chye Koh,andhencewill be a“controlled company” within the meaning of Nasdaq’s listing rulesand,as such,we will be eligible for exemptions from certain corporate governancerequirements of the Nasdaq Listing Rules although we do not intend to avail ourselvesofthese exemptions.See the sections entitled“Risk Factors”and“ProspectusSummary—Implicationsof Being an Emerging Growth Company,a Foreign PrivateIssuer, and a Controlled Company”for additional information. We are a holding company that is incorporated in the Cayman Islands. As a holdingcompany with no operations, we conduct all of our operations through our wholly-ownedsubsidiaryin Singapore.The Ordinary Shares offered in this offering are shares oftheholding company that is incorporated in the Cayman Islands.Investors of ourOrdinaryShares should be aware that they do not directly hold equity interests intheSingaporean operating entity,but rather are purchasing equity solely in iOThreeLimited,our Cayman Islands holding company,which indirectly owns 100%equityinterests in the Singaporean subsidiary. Investingin our Ordinary Shares is highly speculative and involves ahighdegreeofrisk.BeforebuyinganyOrdinaryShares,youshouldcarefullyreadthediscussionofmaterialrisksofinvestinginourOrdinarySharesin“RiskFactors”beginningonpage11ofthisprospectus. Neitherthe Securities and Exchange Commission nor any other regulatorybodyhas approved or disapproved of these securities or passed upon theaccuracyor adequacy of this prospectus.Any representation to the contraryisa criminal offense. Thedate of this prospectus is April 9,2025. TABLEOF CONTENTS Weare responsible for the information contained in this prospectus andanyfree writing prospectus we prepare or authorize.We have not,and theResellingShareholders have not,authorized anyone to provide you withdifferentinformation,andweandtheResellingShareholderstakenoresponsibilityfor any other information others may give you.We are not,andtheResellingShareholdersarenot,makinganoffertosellourOrdinarySharesinanyjurisdictionwheretheofferorsaleisnotpermittedor where the person making the offer or sale is not qualified todoso or to any person to whom it is not permitted to make such offer orsale.Youshouldnotassumethattheinformationcontainedinthisprospectusis accurate as of any date other than the date on the frontcoverof this prospectus,regardless of the time of deliver