IPO - iOThree Ltd

Form Type: 424B4

Filing Date: 2025-04-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025030667

Filing Summary: iOThree Limited is conducting an initial public offering (IPO) of 1,650,000 ordinary shares at an offering price of $4.00 per share. This represents approximately 6.4% of the total outstanding shares post-offering. In addition, Selling Shareholders are offering 450,000 ordinary shares, totaling 2,100,000 shares in the offering. The proceeds from the offering are estimated at $6,138,000 before expenses. iOThree is classified as an 'emerging growth company' and 'foreign private issuer,' allowing for reduced public company reporting requirements, and the shares will be listed on Nasdaq under the symbol 'IOTR.' The company operates through its Singapore subsidiary and emphasizes technology-led solutions for maritime digital transformation. The underwriting encompasses a 45-day option for underwriters to purchase additional shares, and the company plans to issue warrants to underwriters for future considerations. Existing voting power will predominantly reside with the founder, establishing the company as a 'controlled company' under Nasdaq rules. The share consolidation and subdivision previously conducted increased shares from 15 million to 24 million, indicating significant pre-offering structural activity.

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Form Type: POS AM

Filing Date: 2025-01-27

Corporate Action: Ipo

Type: New

Accession Number: 000121390025006960

Filing Summary: iOThree Limited is filing a Post-Effective Amendment No. 1 to its Form F-1 Registration Statement with the SEC to update its public offering prospectus and provide unaudited financial statements for the six months ending September 30, 2024. The registration indicates an initial public offering (IPO) of 2,125,000 ordinary shares by the company and an additional 500,000 shares by selling shareholders, with an expected offering price between $4.00 and $6.00 per share. The total estimated gross proceeds from the offering are approximately $13,125,000, with the company not expecting to receive any proceeds from the selling shareholders. The offering is conditional on the approval of the listing application on Nasdaq under the symbol IOTR. The document includes the risks associated with investing in the ordinary shares, details of underwriting discounts, proceeds from the sale, and additional information on the company's structure and operations through its Singapore subsidiary. This offering highlights iOThree's structure as a Cayman Islands holding company and outlines the expected actions of the selling shareholders to potentially resell shares immediately following the IPO.

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Form Type: F-1/A

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111332

Filing Summary: This document is an amendment to the registration statement (Form F-1) for iOThree Limited, a newly incorporated Cayman Islands holding company. The company is planning an initial public offering (IPO) of 2,125,000 ordinary shares at an expected price range of $4.00 to $6.00 per share. Additionally, 500,000 shares will be offered by selling shareholders. Following the consummation of these offerings, the total number of outstanding ordinary shares will be approximately 24,000,000. The proceeds from the offering will not be realized by the selling shareholders but rather by the company. The document includes different sections for prospective buyers regarding potential risks, financial data, and the dynamics of the share offerings. It highlights that iOThree Limited is an ‘emerging growth company’ which will be subject to reduced reporting requirements. Furthermore, the founders will retain a majority of voting power post-offering, making the company a controlled entity. There are no existing competitive markets in the U.S. for these shares prior to this offering, and the company has applied for listing on NASDAQ under the ticker “IOTR”. The document also mentions that it has been amended as necessary to comply with SEC requirements and presents detailed financial data and risk assessments. The official date of the prospectus remains pending, as the offering is still subject to SEC effectiveness and NASDAQ approval.

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Form Type: CORRESP

Filing Date: 2024-04-30

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024037833

Filing Summary: iOThree Limited has filed Amendment No. 2 to their Registration Statement on Form F-1 in response to the Comment Letter from the SEC. The amendment addresses various comments made by the SEC staff concerning risk factors, capitalization, consolidated financial statements, and plan of distribution related to the initial public offering (IPO). Key revisions include acknowledgment of jurisdictional aspects under applicable securities laws, disclosure of ordinary shares authorized and outstanding as of September 30, 2023, and corrections regarding the financial statements. The company provides detailed justifications for characterizing a significant portion of shares held by All Wealthy International Limited, a company controlled by CEO Eng Chye Koh, as a secondary offering rather than a primary offering. The letter emphasizes that the Selling Shareholder is not acting as a conduit for the company nor engaging in underwriting activities. Overall, iOThree Limited continues its preparations for the IPO while addressing necessary comments from the SEC.

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Form Type: CORRESP

Filing Date: 2024-03-04

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024019697

Filing Summary: iOThree Limited submitted responses to the SEC regarding comments on their F-1 Registration Statement filed on January 24, 2024. The letter outlines the company's amendments addressing specific SEC queries related to risk factors, capitalization, dilution, financial statements, and consent issues. Key amendments include labeling a column in capitalization as 'Pro Forma', providing reconciliations for pro forma columns, and removing the pro forma column for dividend accrual. The company also ensured consistency in audit report dates. These responses indicate the company's ongoing efforts to finalize the registration process for their initial public offering.

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Form Type: DRSLTR

Filing Date: 2023-12-06

Corporate Action: Ipo

Type: Update

Accession Number: 000121390023093397

Filing Summary: iOThree Limited is responding to comments from the SEC regarding its Draft Registration Statement on Form F-1, submitted on October 20, 2023. The response outlines that the Company's IPO is contingent upon Nasdaq listing approval and the closing of an offering by Reselling Shareholders. The Company’s founder, Eng Chye Koh, currently holds approximately 80% voting power of the issued capital stock, and after the IPO, it is projected that his voting power will reduce to about 69% but will still classify the Company as a 'controlled company' under Nasdaq rules. Furthermore, the letter details revisions made in response to various comments from the SEC, including clarification about commissioned market reports, risk factors related to supplier reliance, revenue recognition, capitalization changes due to dividends, and the need for precise disclosures regarding intellectual properties, financial conditions, and subsequent events. The document emphasizes the Company's strategic position and ongoing efforts to adhere to regulatory requirements as it moves forward with its public offering process.

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