iOThree Ltd

Recent Developments

On April 11, 2025, we completed our initial public offering of 1,650,000 ordinary shares (“Ordinary Shares”) sold at a public offering price of $4.00 per share, or the IPO. The Ordinary Shares offered and sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form F-1 (File No. 333-276674), which was declared effective by the SEC on March 31, 2025. Our Ordinary Shares commenced trading on the Nasdaq Capital Market under the symbol “IOTR” on April 10, 2025.

On April 23, 2025, we incorporated a new wholly owned subsidiary, iO3 Sdn Bhd, in Malaysia. iO3 Sdn. Bhd is wholly owned by our Singapore-based subsidiary, iO3 Pte Ltd. and it is mainly engaged in the business of satellite communications and software.

On July 29, 2025, the Board has approved the iOThree Limited 2025 Equity Incentive Plan (the “Plan”), pursuant to which the Company is authorized to issue up to 641,250 Ordinary Shares, par value $0.0625 per share (on a post-split basis reflecting the reverse share split described below), in the form of incentive share options, non-statutory share options, restricted shares, restricted share units and share appreciation rights to employees, directors, and consultants of the Company or any affiliates of the Company. The Plan will expire ten years from the date of approval.

On October 10, 2025, at the Extraordinary General Meeting of Members of the Company, the Company’s shareholders approved, among others, the Second Amended and Restated Memorandum and Articles of Association, pursuant to which the Company’s share capital has changed to consist of 70,000,000 Ordinary Shares, 9,000,000 Class A shares, and 1,000,000 preferred shares (on a post-split basis reflecting the reverse share split described below). At the meeting, the Company’s shareholders also approved the redesignation of certain issued Ordinary Shares, including 403,435 Ordinary Shares held by All Wealthy International Limited and 1,428,240 Ordinary Shares held by iO3 Strategic Investments Limited (on a post-split basis reflecting the reverse share split described below), as issued Class A shares, on a one-for-one basis. Each Class A share is entitled to 50 votes, compared to one (1) vote per Ordinary Share. Class A shares are convertible into Ordinary Shares at any time at the holder’s option on a 1:1 basis. Except for the differences in voting and conversion rights, the Class A Shares and Ordinary Shares have identical rights and rank equally in all other respects.

On November 6, 2025, the Company announced that its shareholders and Board of Directors approved a one-for-ten reverse share split of the Company’s issued and unissued Ordinary Shares, Class A shares, and preferred shares (the “reverse share split”). The reverse share split became effective on November 10, 2025. Upon effectiveness, every ten Ordinary Shares automatically combined into one Ordinary Share. Outstanding warrants were proportionately adjusted in accordance with their terms. No fractional shares were issued, and any fractional amounts were rounded up to the nearest whole share. Immediately following the reverse share split and as of the date of this report, the Company had approximately 733,347 Ordinary Shares and 1,831,675 Class A shares issued and outstanding. The reverse share split is retroactively reflected in all share and per-share information in the period in which the financial statements are issued.