SIMPPLE LTD美股招股说明书(2026-03-26版)

$5,000,000 We are offering [*] ordinary shares of the Company, par value $0.0008 per share (the “Ordinary Shares”) pursuant to thisprospectus supplement and the accompanying prospectus. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “SPPL.” On March 24, 2026, the closing price ofour Ordinary Shares, as reported on The Nasdaq Capital Market, was $2.35 per share. Investing in the shares involves risks. See section titled “Risk Factors” on page S-5 of this prospectus supplement. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities andExchange Commission rules and as such are eligible for reduced public company disclosure requirements. See section titled“Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additionalinformation. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminaloffense. (1) The underwriters will receive compensation in addition to the discount. For a description of compensation payable to theunderwriters, see “Underwriting” beginning on page S-20. The underwriters expect to deliver the shares to purchasers against payment on [*], subject to customary closingconditions. Prospectus Supplement dated [*],2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-9CAPITALIZATION AND INDEBTEDNESSS-10DILUTIONS-11TAXATIONS-12UNDERWRITINGS-20LEGAL MATTERSS-22EXPERTSS-22INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-22WHERE YOU CAN FIND MORE INFORMATIONS-23 Prospectus PageSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7PROSPECTUS SUMMARY8RISK FACTORS18USE OF PROCEEDS19DESCRIPTION OF SHARE CAPITAL AND MEMORANDUM AND ARTICLES OF ASSOCIATION19PLAN OF DISTRIBUTION36TAXATION38LEGAL MATTERS46EXPERTS46SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES46WHERE YOU CAN FIND MORE INFORMATION47 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S.Securities and Exchange Commission utilizing a “shelf” registration process. This document is in two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein and therein. The second part, the accompanyingprospectus, provides more general information. Generally, when we refer to this prospectus supplement, we are referring to both partsof this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and theinformation contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of thisprospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one ofthese documents is inconsistent with a statement in another document having a later date — for example, a document incorporated byreference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlierstatement. Neither we nor any underwriters have authorized anyone to provide any information or to make any representations otherthan that contained in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or onbehalf of us or to which we may have referred you. Neither we nor any underwriters take responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. Neither we nor any underwriters have authorized anyother person to provide you with different or additional information. Neither we nor any underwriters are making an offer to sell thesecurities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in thisprospectus supplement is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of thisprospectus supplement or any sale of the securities. Our business, financial condition, results of operations and prospects may havechanged since the date on the front cover of this prospectus. For investors outside the United States: Neither we nor any underwriters have done anything that would permit thisoffering or the possession or distribution of this prospectus supplement in any jurisdiction where action for those purposes is required,other than in the United States. Persons outside the United States who come into possession of this prospectus supple