iOThree Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report __________

Commission file number001-42594

iOThree Limited

(Exact name of the Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

161 Kallang Way, #07-01 and #07-08, Singapore 349247

(Address of principal executive offices)

Eng Chye Koh, Chief Executive Officer and Chairman

**Tel:+65 3105 1699 **

Email: ir@io3.sg

161 Kallang Way, #07-01 and #07-08, Singapore 349247

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of March 31, 2026,2,296,566 Ordinary Shares, par value $0.0625 per share, and 1,831,675 Class A shares, par value $0.0625 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Annual Report on Form 20-F

Year Ended March 31, 2026

TABLE OF CONTENTS

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CERTAIN INFORMATION

As used in this Annual Report on Form 20-F (the “Annual Report”), unless otherwise indicated or the context otherwise requires, references to:

“5G” means the 5 th generation mobile network, which is a global wireless standard.

“ASC” means FASB Accounting Standards Codification.

“AI” means artificial intelligence.

“AR” means augmented reality.

“British Virgin Islands” means the United Kingdom and Northern Ireland’s territory of the Virgin Islands.

“BVI” means British Virgin Islands.

“CAGR” means compound annual growth rate.

“Cayman Islands” means the Cayman Islands, a British overseas territory in the Western Caribbean islands.

“CCTV” means closed circuit television.

“Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Class A shares” means class A shares in the capital of the Company of US$0.0625 par value, each carrying fifty (50) votes.

“ERP” means enterprise resource planning.

“EU” means the European Union.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

“FASB” means the Financial Accounting Standards Board.

“GPS” means global positioning system.

“IoT” means Internet of Things.

“iO3 BVI” means iOThree Maritime Technologies Limited, a subsidiary of our Company incorporated under the laws of the British Virgin Islands on August 21, 2023.

“iO3 Cayman” means iOThree Limited, an exempted company incorporated under the laws of the Cayman Islands on August 21, 2023 as a holding company.

“iO3 Singapore” means iO3 Pte. Ltd. incorporated under the Singapore Companies Act as an exempt private company limited by shares on February 19, 2019.

“IRS” means the U.S. Internal Revenue Service.

“IP phone” means internet protocol phone.

“ISO” means International Organization for Standardization.

“IT” means information technology.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“LAN” means local area network.

“Nasdaq” means The Nasdaq Stock Market LLC.

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“Nasdaq Listing Rules” means the Listing Rules adopted by The Nasdaq Stock Market LLC, as the same may be amended from time to time.

“OT” means operational technology.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated from time to time thereunder.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations promulgated by the SEC thereunder.

“Singapore Dollars” or “S$” means Singapore dollars.

“Singapore Companies Act” means the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time.

“Singapore Stock Exchange” means the Singapore Exchange Securities Trading Limited.

“United States” or “U.S.” means the United States of America, including the states, the District of Columbia and its territories and possessions.

“U.S. Dollars”, “US$” or “$” means U.S. dollars.

“U.S. Foreign Corrupt Practices Act” means the United States Foreign Corrupt Practices Act 1977, as amended.

“USB” means universal serial bus.

“VSAT” means very small aperture terminal.

Financial Statements

The consolidated financial statements included in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the SEC.

Financial Information in U.S. Dollars

The consolidated financial statements of the Company and the Group are presented in United States Dollar, which is the functional and presentation currency of the Company and the presentation currency of the Group.

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Assets and liabilities of subsidiaries whose functional currency is not the US$ are translated into US$ at exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates for the reporting period. Translation adjustments are recorded in other comprehensive income and accumulated in shareholders’ equity as foreign currency translation reserve.

Transactions denominated in currencies other than United States Dollars are translated into United States Dollars at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the date of the balance sheet dates. The resulting exchange differences arising on the settlement of monetary items or on translating monetary items at the date of the balance sheet dates are recorded in the statement of operations.

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FORWARD-LOOKING STATEMENTS

This Annual Report contains many statements that are “forward-looking” and uses forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking statements are based are reasonable and within the bounds of our knowledge of our business and operations as of the date of this Annual Report, any or all of those assumptions could prove to be inaccurate. Many important factors, including those discussed under “Item 3.D. Risk Factors,” could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including:

Such risks and uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could adversely impact our business and financial performance. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements. The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

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