Premium Catering (Holdings) Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the Fiscal Year Ended June 30,2025

OR

OR

Commission File Number:001-42281

Premium Catering (Holdings) Limited

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

6 Woodlands Walk

Singapore 738398

(Address of principal executive offices)

Mr. Gao Lianquan, Chief Executive Officer and Executive Director

Telephone:+65 6355 9488

**Email: ceo@premiumcateringholdings.com **

At the address of the Company set forth above

(Name, telephone, email and/or fax number and address of Company contact person)

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

Securities registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

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.

18,652,750 Class A Ordinary Shares, US$0.0000005 per share, at June 30, 2025

10,547,250 Class B Ordinary Shares, US$0.0000005 per share, at June 30, 2025

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Yes ☐No ☒

If the 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 15D of the Securities Exchange Act of 1934.

Yes ☐No ☒

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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

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:

Item 17 ☐ Item 18 ☐

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.)

Yes ☐ No☒

TABLE OF CONTENTS

i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this Annual Report is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This Form 20-F also contains translations of certain foreign currency amounts into United States Dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore Dollars into United States Dollars were made at S$1.2825 to US$1.00 for amounts relevant to the financial year ended June 30, 2025, S$1.3552 to US$1.00 for amounts relevant to the financial year ended June 30, 2024 and S$1.3523 to US$1.00 for amounts relevant to the financial year ended June 30, 2023, in accordance with our internal exchange rate. We make no representation that the Singapore Dollar or United States Dollar amounts referred to in this Annual Report could have been or could be converted into United States Dollars or Singapore Dollars, as the case may be, at any particular rate or at all.

RECENT EVENTS

Initial Public Offering

On September 26, 2024, we completed our initial public offering of 1,650,000 Ordinary Shares at a public offering price of $4.75 per share (the “Initial Public Offering”). Total net proceeds to the Company from the Initial Public Offering, after deducting discounts, expense allowance and expenses, were approximately $6.994 million. The Ordinary Shares began trading on September 25, 2024 on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “PC.”

Best Efforts Offering

On January 31, 2025, the Company filed a registration statement on Form F-1 and accompanying prospectus to register up to 10,000,000 of the Company’s Ordinary Shares at a price of $0.50 per share for aggregate proceeds of $5,000,000. The registration statement was declared effective by the SEC on February 7, 2025. The offering was conducted on a “best efforts,” self-underwritten basis (the “Best Efforts Offering”).

An aggregate of 10,000,000 Ordinary Shares were sold for gross proceeds of $5,000,000 pursuant to the Best Efforts Offering.

Failure to meet Nasdaq listing standards

On December 16, 2024, the Company disclosed that it had received a notice (the “MLVS Notice”) from Nasdaq that the Company was not in compliance with the minimum market value of listing securities (the “MVLS”) of $35,000,000 for continued listing of the Company’s Ordinary Shares on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MLVS Requirement”). Nasdaq calculates the MVLS based upon the most recent total shares outstanding multiplied by the closing bid price. The MVLS Notice indicated that the Company had 180 days, or until June 9, 2025 (the “Compliance Deadline”), to regain compliance with the MLVS Requirement by having its MVLS close at $35,000,000 or more for a minimum of ten consecutive business days. If at any time prior to June 9, 2025, the Company’s MVLS closed at $35,000,000 or more for a minimum of ten consecutive business days, Nasdaq would have provided a written confirmation of compliance and the matter regarding the Company’s MLVS would have been closed.

In the event the Company did not regain compliance with the Minimum Bid Price Requirement, the Company may be eligible for additional time. To qualify for the additional time, the Company would have been required to meet the continued listing requirements for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary.

On December 11, 2024, the Company received a further notice from Nasdaq (the “Minimum Bid Price Notice”) indicating that the Company’s Ordinary Shares failed to maintain a minimum bid price of $1.00 over the last 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

As the Board of Directors believed it was in the best interests of the Company and its members for the Company’s Ordinary Shares to be traded on the Nasdaq Capital Market, it submitted a proposal for a reverse stock split within a certain range for shareholder approval and, after approval by the shareholders, the Company effected a reverse stock split (the “Reverse Stock Split”) of 1:9 to facilitate compliance with the Minimum Bid Price Requirement. See “Reverse Stock Split” below.

On August 6, 2025, the Company received a letter dated August 5, 2025 from the Listing Qualifications Department of Nasdaq (the “Compliance Letter”) informing the Company that it had regained compliance with Nasdaq’s Minimum Bid Requirement in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with Nasdaq’s listing requirements. Accordingly, the Company’s Ordinary Shares will continue to be listed on The Nasdaq Capital Market and Nasdaq considers the matter closed.

Re-Designation and Re-Classification of Ordinary Shares and Second Amended Memorandum of Association

An extraordinary general meeting of the Company’s shareholders was duly called and held on April 22, 2025 (the “April 2025 EGM”). The following actions were approved by the shareholders at the April 2025 EGM:

Reverse Stock Split

On July 11, 2025, the Company announced that its members approved a Reverse Stock Split of the Company’s authorized and issued Ordinary Shares at a ratio from 1 for 2 to 1 for 18 (the “Range”) at an extraordinary general meeting held on July 11, 2025 (the “July 2025 EGM”). Following the July 2025 EGM, the Board of Directors authorized a Reverse Stock Split of 1 for 9 for all shareholders of record as of July 21, 2025. The Company’s Ordinary Shares began to trade on a Reverse Stock Split adjusted basis on the Nasdaq Capital Market as of the open of trading on July 22, 2025 under the existing ticker symbol of “PC.”

As of the date of this Annual Report, there are an aggregate of 3,244,445 Ordinary Shares issued and outstanding comprised of 2,072,528 Class A Ordinary Shares and 1,171,917 Class B Ordinary Shares.

CORPORATE STRUCTURE

As of the date of this Annual Report, our Group is comprised of: (i) Premium Catering Private Limited, a company incorporated in Singapore with limited liability on March 30, 2012 and an indirect wholly-owned subsidiary of our Company (“Premium Catering”); and (ii) Starry Grade Limited, a company incorporated in the BVI with limited liability on September 4, 2023 and a direct wholly-owned subsidiary of our Company. See “Item 4. Information on the Company - Corporate Structure.” Our operating subsidiary is Premium Catering (the “Operating Subsidiary”).