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1、F-1 1 ea0227213-06.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on June 9,2025Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_Otsaw Limited(Exact name of regis

2、trant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 8731 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)10 Tampines North Dri

3、ve 4,#01-03JTC Space Tampines NorthSingapore 528553Telephone:(+65)6732 2383(Address,including zip code,and telephone number,including area code,ofRegistrants principal executive offices)_COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1-800-221-0102(Name,address,including zip cod

4、e,and telephone number,including area code,ofagent of service)_Copies to:William Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison AvenueNewYork,NewYork,U.S.A.,10017Telephone:(212)588-0022 Ross David Carmel,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the AmericasNew York,NY

5、 10036Telephone:(212)930 9700_Approximate date of commencement of proposed sale to the public:As soon as practicable after thisRegistration Statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under t

6、he Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Actof1933,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement

7、 for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effectiv

8、e amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defin

9、ed in Rule405of the Securities Actof1933.Emerging growth companyIf 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 forcomplying with any new or revised financi

10、al accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends th

11、is registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asam

12、ended,or until the registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section8(a),may determine.2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/20

13、46462/000121390025052720/ea0227213-06.htm1/274Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective.This prospectusis not an offer to se

14、ll these securities and it is not soliciting an offerto buy these securities in any state where the offer or sale is notpermitted.SUBJECT TO COMPLETION,DATED JUNE 9,2025PRELIMINARY PROSPECTUSOtsaw LimitedClassA Ordinary SharesThis is the initial public offering of class A ordinary shares,par valueUS

15、$0.0001 per share(the“Class A Ordinary Shares”)of Otsaw Limited,a CaymanIslands exempted company(the“Company,”“we,”“us,”“our”).Prior to thisoffering,there has been no public market for our ClassA Ordinary Shares.We expectthat the initial public offering price will be between US$and US$perClassA Ordi

16、nary Share.We have applied to list our ClassA Ordinary Shares on theNasdaq Capital Market(or,“Nasdaq”)under the symbol“OTSA”.We cannot guaranteethat we will be successful in listing our Class A Ordinary Shares on Nasdaq;however,we will not complete this offering unless we are so listed.We are author

17、ized to issue 500,000,000 shares,divided into 499,999,999 Class AOrdinary Shares and 1 class B ordinary share,par value US$0.0001 per share(the“Class B Ordinary Share”).Holders of Class A Ordinary Shares and Class BOrdinary Shares shall vote together as one class on all resolutions submitted to thes

18、hareholders and have the same rights except that(i)at a general meeting,eachClassA Ordinary Share shall entitle its holder to one(1)vote and each ClassBOrdinary Share shall entitle its holder to that number of votes equal to sixty(60)percent of the total number of ClassA Ordinary Shares and ClassB O

19、rdinaryShares outstanding as at the record date for determining those shareholders that areentitled to vote at the general meetings of the Company;(ii)each ClassA OrdinaryShare confers upon the holder the right to receive dividends in accordance with ourarticles of association,whereas each ClassB Or

20、dinary Share does not confer uponthe holder thereof any rights to receive dividends;(iii)on a winding up of theCompany,each ClassA Ordinary Share confers upon the holder the right to repaymentof capital and the right to participate in the profits or surplus assets of theCompany in accordance with ou

21、r articles of association,whereas each Class BOrdinary Share confers upon the holder only the right to repayment of capital but noother right to participate in the profits or surplus assets of the Company;and(iv)ClassB Ordinary Shares do not have any economic interest,save for the rightto repayment

22、of capital on a winding up.ClassB Ordinary Shares are not convertibleinto ClassA Ordinary Shares,and ClassA Ordinary Shares are not convertible intoClass B Ordinary Shares.Only one Class B Ordinary Share may be issued andoutstanding at any time.Investing in our ClassA Ordinary Shares involves a high

23、 degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 15 to read about factors you should consider beforebuying our ClassA Ordinary Shares.We are both an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securities

24、laws and,as such,may electto comply with certain reduced public company reporting requirements forthis and future filings.See“Prospectus SummaryImplications of Beingan Emerging Growth Company and a Foreign Private Issuer”for additionalinformation.We are a holding company that is incorporated in the

25、Cayman Islands.As a holdingcompany with no operations,we conduct our operations through our subsidiaries inSingapore.The ClassA Ordinary Shares offered in this offering are shares of theholding company that is incorporated in the Cayman Islands and not any of oursubsidiaries.Investors of our ClassA

26、Ordinary Shares should be aware that they do notdirectly hold equity interests in the Singaporean operating entity,butrather are purchasing equity solely in the Company,which indirectly owns100%equity interests in the Singaporean subsidiaries and may neverdirectly hold equity interests in our subsid

27、iaries.2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm2/274Table of ContentsUpon completion of this offering,our issued and outstanding shares will consist of ClassA Ordinary Shar

28、es and 1 ClassB Ordinary Share.As of the date of thisprospectus,our chief executive officer and chairman of the board of directors of theCompany(the“Board”)and director,Mr.Ling Ting Ming,indirectly owns more than50%of the voting power of our outstanding Class A Ordinary Shares and Class BOrdinary Sh

29、ares.Immediately after completion of this offering,he will ownapproximately%of our total issued and outstanding ClassA Ordinary Shares and%of our total issued and outstanding Class B Ordinary Shares,representingapproximately%of the total voting power of our shares,assuming that theunderwriters do no

30、t exercise their over-allotment option.Therefore,we are,and willcontinue to be,a“controlled company”within the meaning of the Nasdaq ListingRules 5615(c).As a result,Mr.Ling will be able to exercise significant votinginfluence over fundamental and significant corporate matters and transactions.Thisc

31、oncentrated control may limit or preclude your ability to influence corporatematters for the foreseeable future,including the election of directors,amendmentsof our organizational documents,and any merger,consolidation,sale of all orsubstantially all of our assets,or other major corporate transactio

32、ns requiringshareholder approval.In addition,this may have anti-takeover effects and mayprevent or discourage unsolicited acquisition proposals or offers for our sharecapital that you may feel are in your best interest as one of our shareholders.As a“controlled company”,we are permitted to elect to

33、rely on certain exemptions fromcorporate governance rules.While we currently do not plan to rely on theseexemptions,we may elect to do so after the completion of this offering.Per Share Total(4)Assumed initial public offering price(1)US$US$(5)Underwriting discounts and commissions(2)US$US$Proceeds t

34、o the us before expenses(3)US$US$_(1)Initial public offering price per ClassA Ordinary Share is assumed as US$(beingthe mid-point of the offer price range as set out in the cover page of this prospectus).(2)We have agreed to pay the underwriters a discount equal to seven percent(7.0%)ofthe gross pro

35、ceeds of the offering.This does not include a non-accountable expense allowanceequal to one percent(1.0%)of the gross proceeds received by the Company from the sales ofthe Class A Ordinary Shares in this offering payable to the underwriter,excluding the over-allotment option See“Underwriting”beginni

36、ng on page 169 for a description of compensationpayable to the underwriters.(3)Excludes fees and expenses payable to the underwriters.The total amount ofunderwriters expenses related to this offering is set forth in the section entitled“Expenses Related to This Offering”on page 174.(4)Assumes that t

37、he underwriters does not exercise any portion of its over-allotmentoption.(5)Includes US$gross proceeds from the sale of ClassA Ordinary Shares offeredby our Company.This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares offere

38、d by the Company if any suchshares are taken.We have granted the underwriters an option,exercisable one or moretimes in whole or in part,to purchase up to additional ClassA Ordinary Sharesfrom us at the initial public offering price,less underwriting discounts,within45days from the closing of this o

39、ffering to cover over-allotments,if any.If theunderwriters exercise the option in full,assuming the public offering price pershare is US$,the total underwriting discounts payable will be US$,and thetotal proceeds to us,before expenses,will be US$.The underwriters expect to deliver the ClassA Ordinar

40、y Shares against payment asset forth under“Underwriting”,on or about,2025.We expect our total cash expenses for this offering(excluding cash expenses payableto our underwriters for their out-of-pocket expenses)to be approximately US$,exclusive of the above discounts.In addition,we will pay additiona

41、l items of valuein connection with this offering that are viewed by the Financial Industry RegulatoryAuthority,or“FINRA”,as underwriting compensation.These payments will furtherreduce proceeds available to us before expenses.See“Underwriting.”If we complete this offering,net proceeds will be deliver

42、ed to us on the closingdate.You should not assume that the information contained in the registration statement towhich this prospectus is a part is accurate as of any date other than the datehereof,regardless of the time of delivery of this prospectus or of any sale of theClassA Ordinary Shares bein

43、g registered in the registration statement of which thisprospectus forms a part.2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm3/274Table of ContentsNo dealer,salesperson or any o

44、ther person is authorized to give any information ormake any representations in connection with this offering other than those containedin this prospectus and,if given or made,the information or representations must notbe relied upon as having been authorized by us.This prospectus does not constitut

45、ean offer to sell or a solicitation of an offer to buy any security other than thesecurities offered by this prospectus,or an offer to sell or a solicitation of anoffer to buy any securities by anyone in any jurisdiction in which the offer orsolicitation is not authorized or is unlawful.Neither the

46、U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus.Any representationto the contrary is a criminal offense.Aegis Capital Corp.The date of this prospectus is,2025 2025/6/10

47、 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm4/274Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 15SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 52USE OF PRO

48、CEEDS 54DIVIDEND POLICY 55CAPITALIZATION 56DILUTION 57CORPORATE HISTORY AND STRUCTURE 59MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 73BUSINESS 92REGULATIONS 124MANAGEMENT 131DIRECTOR AND EXECUTIVE COMPENSATION 139PRINCIPAL SHAREHOLDERS 140RELATED-PARTY TRANSAC

49、TIONS 142SHARES ELIGIBLE FOR FUTURE SALE 144DESCRIPTION OF SHARE CAPITAL 146MATERIAL INCOME TAX CONSIDERATION 160ENFORCEABILITY OF CIVIL LIABILITIES 167UNDERWRITING 169EXPENSES RELATING TO THIS OFFERING 174LEGAL MATTERS 175EXPERTS 175DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIE

50、S ACTLIABILITIES 175WHERE YOU CAN FIND MORE INFORMATION 176INDEX TO FINANCIAL STATEMENTS F-1i2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm5/274Table of ContentsABOUT THIS PROSPE

51、CTUSWe are responsible for the information contained in this prospectus and anyfree writing prospectus we prepare or authorize.We have not,and theunderwriters have not,authorized anyone to provide you with informationdifferent from what is contained in this prospectus.If anyone provides youwith diff

52、erent or inconsistent information,you should not rely on it.Weare not,and the underwriters are not,making an offer to sell securitiesin any jurisdiction where the offer or sale is not permitted.Theinformation contained in this prospectus is accurate only as of the date onthe front of this prospectus

53、,regardless of the time of delivery of thisprospectus or any sale of the securities.Our business,financialcondition,results of operations and prospects may have changed since thatdate or the sale of any ClassA Ordinary Shares.For investors outside of the UnitedStates of America(the“UnitedStates”or t

54、he“U.S.”):Neither we nor the underwriters have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction,otherthan the UnitedStates,where action for that purpose is required.Persons outsideof the United States who come into possession of this p

55、rospectus must informthemselves about,and observe any restrictions relating to,the offering of ourClass A Ordinary Shares and the distribution of this prospectus outside of theUnitedStates.Until and including,2025(the 25th day after the date of thisprospectus),all dealers that buy,sell or trade our

56、Class A OrdinaryShares,whether or not participating in this offering,may be required todeliver a prospectus.This is in addition to the dealers obligation todeliver a prospectus when acting as underwriters and with respect to theirunsold allotments or subscriptions.ii2025/6/10 09:19sec.gov/Archives/e

57、dgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm6/274Table of ContentsPRESENTATION OF FINANCIAL INFORMATIONBasis of PresentationUnless otherwise indicated,all financial information contained in this prospectus isp

58、repared and presented in accordance with International Financial Reporting Standards(“IFRS”).Our reporting currency is the UnitedStates Dollar.Certain amounts,percentages and other figures included in this prospectus have beensubject to rounding adjustments.Accordingly,amounts,percentages and other

59、figuresshown as totals in certain tables or charts may not be the arithmetic aggregation ofthose that precede them and amounts and figures expressed as percentages in the textmay not total 100%or,when aggregated may not be the arithmetic aggregation of thepercentages that precede them.Our financial

60、year ends on April30 of each year.References in this prospectus to afinancial year,such as“financial year 2023”,relate to our financial year endedApril30 of that calendar year.Financial Information in U.S.DollarsOur reporting currency is the U.S.Dollar.This prospectus also containstranslations of ce

61、rtain foreign currency amounts into U.S.dollars for theconvenience of the reader.Assets and liabilities denominated in foreign currenciesare translated at year-end exchange rates,income statement accounts are translatedat average rates of exchange for the year and equity is translated at historicale

62、xchange rates.Any translation gains or losses are recorded in foreign currencytranslation reserve.Gains or losses resulting from foreign currency transactions areincluded in net income.The conversion of Singapore dollars and euros intoU.S.dollars is based on the exchange rates published in the stati

63、stical release bythe Monetary Authority of Singapore(“MAS”).iii2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm7/274Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMEN

64、TSThis prospectus contains forward-looking statements that relate to our currentexpectations and views of future events.These forward-looking statements arecontained principally in the sections entitled“Prospectus Summary”,“RiskFactors”,“Use of Proceeds”,“Managements Discussion and Analysis of Finan

65、cialCondition and Results of Operations”,and“Business”.These statements relate toevents 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 f

66、uture 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 phrasessuch as“is/are likely to,”“believe”,“plan”,“expect”,“intend”,“should”,“seek”,“estimate”,“will”,“aim”and“anticipate”,or

67、othersimilar expressions,but these are not the exclusive means of identifying suchstatements.All statements other than statements of historical facts included in thisdocument,including those regarding future financial position and results,businessstrategy,plans and objectives of management for futur

68、e operations(includingdevelopment plans and dividends)and statements on future industry growth areforward-looking statements.In addition,we and our representatives may from time totime make other oral or written statements which are forward-looking statements,including in our periodic reports that w

69、e will file with the SEC,other informationsent to our shareholders and other written materials.These forward-looking statements are subject to risks,uncertainties,andassumptions,some of which are beyond our control.In addition,these forward-lookingstatements reflect our current views with respect to

70、 future events and are not aguarantee of future performance.Actual outcomes may differ materially from theinformation contained in the forward-looking statements as a result of a number offactors,including,without limitation,the risk factors set forth in“Risk Factors”and the following:our business a

71、nd operating strategies and our various measures to implementsuch strategies;our operations and business prospects,including development and capitalexpenditure plans for our existing business;changes in the laws,regulations,policies and guidelines in places where wecarry on our business;the regulato

72、ry environment in Singapore and globally where our customers andsuppliers are located;the overall economic environment and general market and economic conditions;changes in the need for capital and the availability of financing andcapital to fund these needs;our ability to anticipate and respond to

73、changes in the markets in which weoperate,and in customer demands,trends and preferences;changes in interest rates and rates of inflation;man-made or natural disasters,including war,acts of international ordomestic terrorism,civil disturbances,pandemics,occurrences ofcatastrophic events and acts of

74、God such as floods,earthquakes,typhoonsand other adverse weather and natural conditions that affect our business orassets;the loss of key personnel and the inability to replace such personnel on atimely basis or on terms acceptable to us;andlegal,regulatory and other proceedings arising out of our o

75、perations.The forward-looking statements made in this prospectus relate only to events orinformation as of the date on which the statements are made in this prospectus.Except as required by law,we undertake no obligation to update or revise publiclyany forward-looking statements,whether as a result

76、of new information,future eventsor otherwise,after the date on which the statements are made or to reflect theoccurrence of unanticipated events.You should read this prospectus and the documentsthat we reference in this prospectus and have filed as exhibits to the registrationstatement,of which this

77、 prospectus is a part,completely and with the understandingthat our actual future results or performance may be materially different from whatwe expect.iv2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/0001213900250

78、52720/ea0227213-06.htm8/274Table of ContentsThis prospectus contains certain data and information that we obtained from variousgovernment and private publications.Statistical data in these publications alsoinclude projections based on a number of assumptions.The markets for manpowerindustry and clea

79、ning services may not grow at the rate projected by such marketdata,or at all.Failure of this industry to grow at the projected rate may have amaterial and adverse effect on our business and the market price of our ClassAOrdinary Shares.Furthermore,if any one or more of the assumptions underlying th

80、emarket data are later found to be incorrect,actual results may differ from theprojections based on these assumptions.You should not place undue reliance on theseforward-looking statements.v2025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archi

81、ves/edgar/data/2046462/000121390025052720/ea0227213-06.htm9/274Table of ContentsDEFINITIONSExcept where the context otherwise requires and for purposes of this prospectus only,references to:“ClassA Ordinary Shares”refers to our ClassA ordinary shares with apar value of US$0.0001 per share,and each C

82、lassA ordinary share shallentitle its holder to one(1)vote;“ClassB Ordinary Shares”refers to our ClassB ordinary shares with apar value of US$0.0001 per share,and each ClassB ordinary share shallentitle its holder to that number of votes equal to sixty(60)percent ofthe total number of ClassA Ordinar

83、y Shares and ClassB Ordinary Sharesoutstanding as at the record date for determining those shareholders thatare entitled to vote at the general meetings of the Company;“ExchangeAct”refers to the UnitedStates SecuritiesExchangeActof1934,as amended;“FY2023”,“FY2024”refers to fiscal year ended April 30

84、,2023,April30,2024,respectively;“JV”means Joint Venture;“Our company”or“Company”means Otsaw Limited,a Cayman Islandsexempted company,unless otherwise indicated or the context otherwiserequires;“Ordinary Shares”refers to our ClassA Ordinary Shares and our ClassBOrdinary Shares collectively“S$”or“SGD”

85、means Singapore dollars(s),the lawful currency ofSingapore;“SEC”or“Securities and Exchange Commission”means the UnitedStatesSecurities and Exchange Commission;“Securities Act”means the U.S.Securities Actof1933,as amended;“US$,”“U.S.dollars,”“$,”or“USD”means UnitedStates dollar(s),the lawful currency

86、 of the UnitedStates“Otsaw”,“our business”,“we”,“us”,“our”and“Otsaw Group”meansOtsaw Limited and its subsidiaries.TRADEMARKS AND DESIGNSWe have proprietary rights to trademarks used in this prospectus that are importantto our business,many of which are registered under applicable intellectual proper

87、tylaws.Solely for convenience,trademarks and trade names referred to in thisprospectus may appear without the“”or“”symbols,but such references are notintended to indicate,in any way,that we will not assert,to the fullest extentpossible under applicable law,our rights or the rights of the applicable

88、licensor tothese trademarks and trade names.We do not intend our use or display of othercompanies trademarks,trade names or service marks to imply a relationship with,orendorsement or sponsorship of us by,any other companies.Each trademark,trade nameor service mark of any other company appearing in

89、this prospectus is the property ofits respective holder.MARKET AND INDUSTRY DATAWe obtained the industry,market and competitive position data used throughout thisprospectus from internal company surveys and management estimates,as well as fromindustry and general publications and research,surveys an

90、d studies conducted bythird parties.We believe these internal company surveys and management estimates arereliable;however,no independent sources have verified such surveys and estimates.Third-party industry and general publications,research,studies and surveysgenerally state that the information co

91、ntained therein has been obtained from sourcesbelieved to be reliable.Except for the total brand awareness information containedherein,none of the independent industry and general publications,research,studiesand surveys relied upon by us or otherwise referred to in this prospectus wereprepared on o

92、ur behalf.While we believe the industry,market and competitiveposition data included in this prospectus are reliable and are based on reasonableassumptions,these data involve many assumptions and limitations,and you arecautioned not to give undue weight to these estimates.We have not independentlyve

93、rified the accuracy or completeness of the data contained in these industrypublications and other publicly available information.Certain estimates of market opportunity,forecasts or market growth and otherforward-looking information included elsewhere in this prospectus involve risks anduncertaintie

94、s and are subject to change based on various factors,including thosediscussed under“Prospectus Summary,”“Risk Factors,”“Special Note RegardingForward-Looking Statements”and“Managements Discussion and Analysis of FinancialCondition and Results of Operations.”vi2025/6/10 09:19sec.gov/Archives/edgar/da

95、ta/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm10/274Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere in thisprospectus.This summary is not complete and does n

96、ot contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our ClassA OrdinaryShares.You should carefully consider,among other things,our consolidatedfinancial statements and the related notes

97、and the sections entitled“RiskFactors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.This prospectusincludes forward-looking statements that involve risks and uncertainties.See“Special NoteRegarding Forward-Looking Statem

98、ents.”OverviewWe are a Singapore-based company specializing in autonomous mobile robots(“AMRs”)and robotics solutions,with cutting-edge robotics software development andmanufacturing capabilities.Founded in 2015,we are an innovator in advancedrobotics autonomy technologies and next-generation artifi

99、cial intelligence(“AI”).Our mission is to disrupt,revolutionize,and redefine the global facilitiesmanagement industry with our AI-enabled AMRs and robotics solutions acrosssecurity,disinfection,last-mile delivery,and healthcare facilities.Leveraging our core software technologies,robot and machine o

100、utdoor autonomyexpertise,and AI-enabled AMRs,our products empower customers to enhanceproductivity,reduce reliance on human capital,and seamlessly integrate automationinto their facilities management operations.By addressing labor shortages,risingwages,and labor cost challenges,we aim to empower the

101、 entire facilitiesmanagement industry globally.For the fiscal years ended April 30,2024,and 2023,we reported revenues ofUS$5.3million and US$5.1million,respectively,and net losses of US$6.5millionand US$6.7million,respectively.For the six months ended October 31,2024,and2023,we reported revenues of

102、US$1.8 million and US$2.8 million,respectively,andnet losses of US$3.3 million and US$2.9 million,respectively.To drive growth,weare focused on advancing our core software technologies,the commercialization ofour latest Autonomous Navigation System(“ANS”)Version 3,Odyssey,tailored forthe AMR and rob

103、otics industry,and the expansion of our production capacity.Theseefforts aim to enable cost-efficient manufacturing and competitive pricing as wedevelop our next-generation Transcar 5.0 and Camello+solutions.Additionally,we are actively increasing our global presence in the security andhealthcare fa

104、cilities management industries by expanding our sales and marketingteam,strengthening our distribution network,and pursuing strategic alliances,acquisitions,investments,and partnership opportunities.Market OpportunitiesThe global facility management market size was valued at USD1,277.8billion in2023

105、 and is projected to grow from USD 1,315.7 billion in 2024 toUSD 2,284.8 billion by 2032,exhibiting a compound annual growth rate of 8.2%during the forecast period1.We believe the world is entering a new era where AMRs,robotics and AI are becoming increasingly prevalent in the facilities managementf

106、or residential communities,hospitals,hotels,office blocks,parks,airports,train stations,university campuses,shopping malls,and warehouses.Every suchfacility requires guarding,cleaning and delivery services.However,agingpopulations,inflation,structural labor changes and shortages,high labor turnoverr

107、ate,rising labor costs,and post-COVID health-conscious human behavior changeshave created acute challenges for the facilities management industry,especially inthe realm of security,sanitation,healthcare,and delivery,where the jobs andtasks involved may be dangerous,tedious,repetitive,or generally le

108、ss desirable.These existing labor challenges were further intensified during the COVID-19pandemic following government containment measures such as lock-downs,socialdistancing,and mobility and travel restrictions.Post COVID-19,we believe thatthe shortage of a security,cleaning and delivery workforce

109、 will persist as newfacilities and buildings continue to be built.Furthermore,we believe the COVID-19 pandemic had a significant impact on thehealthcare industry.Due to what we believed to be a shortage of healthcareworkers,low productivity and a surge in patients,some hospitals were pushed tocapaci

110、ty,draining the healthcare resources.Hospitals were forced to makedifficult decisions to prioritize care for critically ill patients while avoidinginfecting healthcare workers.While our robots are not designed to provide directhealthcare services or replace healthcare workers,they offer crucial logi

111、stical,cleaning,and security support to_1https:/ 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm11/274Table of Contentshealthcare facilities.By handling these essential yet time-consuming t

112、asks,ourrobots enable healthcare workers to focus more on patient care and other criticalresponsibilities.Robots are available on-demand,do not require breaks,and offerreliability for these service-intensive purposes,thereby increasing overallefficiency and supporting the healthcare workforce in man

113、aging their workload moreeffectively.We believe these and similar challenges create demand for robotic and AMRsubstitutes,and we aspire to disrupt the facilities management industry with ourAI-enabled AMRs and robotics solutions in the realms of security,disinfection,sanitation,last-mile delivery,lo

114、gistics,and healthcare.We designed our advancedAI-enabled AMRs and robotics solutions to assist humans augmenting the tasks inroles such as security guards,sanitation workers,delivery workers,receptionists,and manual laborers,among other examples.Our integrated AMR and roboticssolutions enable our c

115、ustomers to automate their services,boost productivity,reduce reliance on human capital,and free labor by allowing humans to focus onhigher-value work.Our SolutionsWe design,develop,manufacture,market,maintain,service,and support variousadvanced AI-enabled AMRs,Ultraviolet-C(“UV-C”)disinfection syst

116、em,hospitalintralogistics automated guided vehicles(“AGVs”)and other robotics solutions,which are empowered by our proprietary core robotics software and outdoor autonomytechnology.What we believe to be our innovative and reliable AMRs,AGVs,UV-Cdisinfection system and other robotics solutions(collec

117、tively“our products”),together with our highly-scalable software technologies and robotics outdoorautonomy expertise,enable us to form an AMR and robotics ecosystem and provide ourAI-enabled AMRs and robotics solutions which are capable of seamlessly integratingwith other service providers in the fa

118、cilities management industry.Our AMRs,robotics,and disinfection solutions can be deployed in a broad spectrum offacilities management service scenarios,including commercial and residentialproperty management,hospital intralogistics management,disinfection protocolmanagement,and supply-chain logistic

119、s management.Our innovative AMRs,AGV,robotics,and UV-C disinfection systems include:Security Patrol AMR:The O-R3.The O-R3 is our autonomous security patrol AMR to beprimarily used outdoors.The O-R3 is our AMR solution to the securityindustrys human capital crunch.We consider O-R3 as the bellwether o

120、four proprietary software technology and robotics outdoor autonomousexpertise.The O-R3 robot is designed to autonomously patrol,survey,andmonitor a geo-fenced area to augment the security operations,with real-time on-site data collection and analysis ability.Last-Mile Delivery AMR:Camello+.In Januar

121、y2024,we launched the second generation ofCamello,Camello+.Camello+challenges the conventional robotics approachby shifting from a single-purpose robot to a versatile,multi-purposedesign.Camello+is an AMR engineered to provide a flexible solution forboth delivery and security applications.It navigat

122、es seamlessly throughboth indoor and outdoor environments,offering customization options forvarious use cases,including healthcare logistics and last-mile e-commercedeliveries.Its application-dependent software allows end users toconveniently toggle between security and delivery functions.Thisinnova

123、tive approach sets a new standard for adaptability and efficiency inthe field of robotics.The Camello+is our autonomous last-mile deliveryAMR designed as a robotic“courier”foron-demand logistics services,capable of securely delivering up to 132lbs of cargoes,including parcelsand groceries,to end-use

124、rs customers from a distribution hub.Healthcare Intralogistics AGVs:TransCar.TransCar is an AGV that is utilized for intralogisticswithin hospital facilities to transport heavy,bulky or palletized goods.The TransCar AGV system was initially developed and commercialized bySwisslog Healthcare Holding

125、AG(“Swisslog Healthcare”)in 2004,and as ofthe date of this prospectus there are over 580 installed TransCar AGVsystems in EMEA and APAC markets.In November 2021,Otsaw TechnologySolutions Pte.Ltd.and Swisslog Healthcare established a joint venture,Otsaw Swisslog Healthcare Robotics Pte.Ltd.(the“Otsaw

126、-Swisslog JV”).Through the Otsaw-Swisslog JV,we sell the TransCar AGV systems globallyand provide maintenance and support services for the installed TransCar22025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390

127、025052720/ea0227213-06.htm12/274Table of ContentsAGV systems in EMEA and APAC together with Swisslog Healthcare.SwisslogHealthcare is currently transferring the know-hows and the technologies inrelation to TransCar AGV system to Otsaw,and we are in the early researchand development stage to upgrade

128、the TransCar AGV to the next generation,Transcar 5.0,which will be empowered by our proprietary core softwaretechnologies and robotics autonomy expertise and manufactured in-house.Weexpect to launch Transcar 5.0 in 2025.UV-C Disinfection System:AirGuard.UV-C LED modules installed within heating,vent

129、ilation,and air conditioning(“HVAC”)systems of buildings and vehicles todisinfect airborne bacteria and viruses at a disinfection efficacy of99.99%.TreX.A portable UV-C disinfection device for surface disinfectionwith a disinfection efficacy of 99.99%within an 8 foot range.O-RX.We believe our O-RX r

130、obot is the worlds first autonomousdisinfection robot to utilize UV-C LED technology to combat viruses andpathogens.It is capable of autonomously navigating and disinfecting up to4,000 square feet per hour at a disinfection efficacy of 99.99%.Our proprietary core AMR and robotics software and AI-ena

131、bled outdoor autonomytechnologies are our core competencies and include the following:Patented Three-Dimensional Simultaneous Localization and Mapping(“3D SLAM”)Technology:Our patented 3D SLAM software systems enable our AMRs to build a 3D mapand navigate accurately and safely through an unfamiliar,

132、unstructured,and challenging environment while simultaneously identifying its ownlocations.Sensor Fusion Technology:Our proprietary sensor fusiontechnology and its algorithmsanalyzes thesensory data acquired from all sensors on the AMR and synthesizes thesedata into unified whole data in real-time,m

133、imicking human senses andperception.This technology manages dynamic rates,biases and frequenciesat which our AMRs synchronize the robotics and external environment sensordata.In particular,this technology accounts for biases amongst themultiple sensors installed on our AMRs through our proprietary a

134、lgorithms,so datapoints collected by the sensors will complement one another,inorder to achieve peak autonomy and accuracy.Machine Perception Technology and AI and Machine Learning Technology:This technology empowers our AMRs with what we believe to be human-likeperceptive abilities and situational

135、awareness.These abilities allow ourAMRs to respond,adapt and learn about the environment in which theyoperate and deal with their innate unpredictability.Our AMRs cantherefore reliably and safely navigate in busy,ever-changing and dynamicoutdoor and indoor environments.Fleet Management and Control S

136、ystem:This system is utilized by end-users of our deployed AMRs and theiroperators for real-time data access,AMR traffic control,battery chargingmanagement,live video feed,task allocation,and real-time remotemonitoring.The system also supports two-way audio-visual communicationsand scheduling of aut

137、onomous navigation.The system can simultaneouslyoperate multiple AMRs and allow them to interact with one another,enabling simultaneous deployment of AMRs in the same facility.We believe our AMRs,UV-C LED disinfections,and intralogistics robotics ecosystemswill rapidly expand and continue to play a

138、significant role in this post-pandemicworld,where the labor shortage and challenges have been critically exposed,andwhere the power of automation,robots and AI is being realized in the facilitiesmanagement industry.Over the past sevenyears,we have established internationaldistribution channels,partn

139、erships,and customer relationships in more than 20countries.32025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm13/274Table of ContentsOur sales model consists of direct sales/purchas

140、e and Robots as a Service(“RaaS”)models,which is handled by our inhouse sales and marketing team along with ourregional distributors globally across Indonesia,Malaysia,Australia,China,SouthKorea,Hong Kong,UAE,Oman,Kuwait,USA and the UK.These two models are designedto address the different needs,cost

141、-considerations and risk tolerances among ourcurrent and targeted customer base.Under the direct sales model,revenue fromrobot sales is generated through the sale of hardware and software licenses,including spare parts and services related to robot setup and commissioning.Underthe RaaS model,end-use

142、rs have the option to lease our robots for a fixed monthlyfee,which includes comprehensive maintenance and support services.The typicalcontract duration ranges from 1 to 5years.In particular,we believe that our RaaSmodel enables us to deliver significant value to our customer end-users at a lowcost.

143、RaaS is a subscription-based service model,that will give our customers theconvenience of included on-going maintenance,support,and software upgrades inaddition to the use of our products.We envision that the RaaS model would beattractive to the end-users and accelerates market adoption of our produ

144、cts as itlowers the upfront costs of deployment,shifts capital expenditures to operatingexpenditures,and provides the operational and technical support with the abilityto upgrade any leased product as new technologies emerge.Revenue from our directsales model accounted for approximately 18.0%and 17.

145、7%of our total revenues fortheyears ended April30,2024,and 2023,respectively,while revenue from ourRaaS model accounted for approximately 2.7%and 4.7%of our total revenues fortheyears ended April30,2024 and 2023,respectively.Revenue from our directsales model accounted for approximately 11.3%and 14.

146、2%of our total revenues forthe six months ended October 31,2024,and 2023,respectively,while revenue fromour RaaS model accounted for approximately 3.4%and 3.0%of our total revenues forthe six months ended October 31,2024,and 2023,respectively.We also provide a range of support and maintenance servic

147、es,including preventiveand corrective maintenance of our robots,manning services,training,datatransfer,and both software and hardware upgrades.Customers can opt to purchase aservice and maintenance contract tailored to their requirements,offered at a fixedprice without variable consideration,typical

148、ly for an average term of 5years.Revenue of service and maintenance represented approximately 79.3%and 77.6%of ourtotal revenues for theyears ended April30,2024 and 2023,respectively.Revenueof service and maintenance represented approximately 85.3%and 82.8%of our totalrevenues for the six months end

149、ed October 31,2024 and 2023,respectively.Corporate History and StructureOur Groups history can be traced back to May4,2015 when Otsaw Digital Pte.Ltd.was founded by Mr.Ling Ting Ming,our chairman,director and chief executiveofficer,after Mr.Lings return to Singapore from Silicon Valley in 2015.Under

150、the leadership of Mr.Ling,we specialize in designing,developing,andmanufacturing of Autonomous Mobile Robots(“AMRs”)and other next generationrobotics products and solutions,with the aim to disrupt the facilities managementindustry with our AI-enabled AMRs and robotics solutions in the realms of secu

151、rity,sanitation,last-mile delivery,logistics,and healthcare.As of the date of this prospectus,our Group comprises Otsaw Limited and itssubsidiaries,Otsaw Digital Pte.Ltd.,Otsaw Digital,Inc.,Otsaw TechnologySolutions Pte.Ltd.,Otsaw Technology Pte.Ltd.,Otsaw Swisslog Healthcare RoboticsPte.Ltd.,and Ot

152、saw Swisslog Healthcare Robotics GmbH.Corporate StructureOtsaw Limited was incorporated on June10,2022 under the laws of Cayman Islands asan exempted company limited by shares.Otsaw Limited is a holding company and doesnot actively engage in any business or operation.We completed a share capitalrest

153、ructuring in May2023 as part of our group reorganization.Upon completion of group reorganization on May 25,2023,Otsaw Digital Pte.Ltd.,Otsaw Digital Inc.,Otsaw Technology Solutions Pte.Ltd.,Otsaw Technology Pte.Ltd.,Otsaw Swisslog Healthcare Robotics Pte.Ltd.,Otsaw OYA Technology SolutionsInc,and Ot

154、saw Swisslog Healthcare Robotics GmbH became Otsaw Limiteds direct andindirect subsidiaries.As a result of our group reorganization in May2023,OtsawTechnology Solutions Pte.Ltd.became a wholly-owned subsidiary of Otsaw DigitalPte.Ltd.,and an indirect wholly-owned subsidiary of Otsaw Limited.Prior to

155、 the May 2023 group reorganization,Otsaw Digital Pte.Ltd.was the holdingcompany of our group of companies comprising Otsaw Digital,Inc.and OtsawTechnology Solutions Pte.Ltd.(formerly known as North Star Technology Group Pte.Ltd.).Otsaw Digital Pte.Ltd.held 69.40%of the equity interest in OtsawTechno

156、logy Solutions Pte.Ltd,which directly held:a)60%of Otsaw SwisslogHealthcare Robotics Pte.Ltd.(subsequently increasing to 73.33%on42025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm14

157、/274Table of ContentsJanuary12,2023,86.66%on November 16,2023,93.3%on January11,2024,and 100%on January 20,2025);b)60%of Otsaw Swisslog Healthcare Robotics GmbH(subsequently increasing to 73.33%on January 12,2023,86.66%on November 16,2023,93.3%on January11,2024,and 100%on January 20,2025),as the who

158、lly ownedsubsidiary of Otsaw Swisslog Healthcare Robotics Pte.Ltd.;and c)100%of OtsawTechnology Pte.Ltd.(formerly known as North Star Technology Pte.Ltd.).OtsawDigital Pte.Ltd.was held by Ararrat Capital Pte Ltd(47.53%),Serial SystemInternational Pte Ltd(19.90%),Koh Choon Hui(16.02%),Goh Way Siong(1

159、0.41%)andother smaller shareholders.As of the date of this prospectus,(i)the authorized share capital of OtsawLimited is US$50,000 divided into(i)499,999,999 Class A Ordinary Shares and(ii)1 Class B Ordinary Share,of which 99,312,858 Class A Ordinary Shares and 1 Class BOrdinary Share are issued and

160、 outstanding,and(ii)Otsaw Limited is majority ownedby Ling Ting Ming(28.22%),Serial System International Pte Ltd(15.68%),Koh ChoonHui(9.76%),Goh Way Siong(7.89%)and Waichun Logistics(5.79%),respectively.Otsaw Technology Pte.Ltd.Otsaw Technology Pte.Ltd.(formerly known as North Star Technology Pte.Lt

161、d.)wasincorporated under the laws of Singapore as a private company limited by shares onOctober26,2020.Otsaw Technology Pte.Ltd is wholly-owned by Otsaw TechnologySolutions Pte.Ltd.Otsaw Swisslog Healthcare Robotics Pte.Ltd.Otsaw Swisslog Healthcare Robotics Pte.Ltd.was incorporated under the laws o

162、fSingapore as a private company limited by shares on November18,2021,and was 60%owned by Otsaw Technology Solutions Pte.Ltd.and 40%owned by Swisslog Healthcare.As at January 20,2025,following the exercise of options relating to the Swisslogasset acquisition,Otsaw Swisslog Healthcare Robotics Pte.Ltd

163、 is now 100%owned byOtsaw Technology Solutions Pte.Ltd.Otsaw Swisslog Healthcare Robotics Pte.Ltd.is responsible for the marketing,sales,development,servicing,and maintenance ofthe TransCar AGV system in the APAC market.Otsaw Swisslog Healthcare Robotics GmbHOtsaw Swisslog Healthcare Robotics GmbH w

164、as incorporated under the laws of Germanyas a private company with limited liability on June14,2021,and is 100%owned byOtsaw Swisslog Healthcare Robotics Pte.Ltd.Otsaw Swisslog Healthcare RoboticsGmbH is responsible for the marketing,sales,servicing,and maintenance of theTransCar AGV system in Europ

165、e.CompetitionBy product area,the following is a breakdown of the competitive landscapeglobally:The O-R3AMRs principal competitors include autonomous security robotand platform developers,such as Kabam Robotics Pte.Ltd.,Ninebot AsiaPte.Ltd.,SMP Robotics Singapore Pte.Ltd.,Knightscope,Inc.,RoboticsAss

166、istance Devices,Inc.;Our UV-C disinfection systems principal competitors include PBA RoboticsPte.Ltd.,Sesto Robotics Pte.Ltd.,ST Engineering Ltd.,and PuduTechnology;The TransCar AGV faces varied and intense competitive landscape thatincludes various major sizeable robotics and automation solutionsco

167、mpanies globally,principal competitors include Oppent S.P.A.,Oceaneering International,Inc.,Aetheon Inc.,Mobile Industrial RobotsApS,DS Automation Ltd.,MLR System GmBH,and JBT Corporation.Our Camello+AMR competes with other ground-based unmanned deliveryvehicles offered by its principal competitors,

168、such as Pudu Technology,Starship Technologies,Robby Technologies,Inc.,ZMP,Inc.,Serve RoboticsInc.,Aetheon Inc.and Ottonomy.io.We believe that our AMRs and robotic solutions will augment and enhance humanlabor.As such,our primary competition will still be traditional modes of humanlabor,such as tradi

169、tional facilities management service providers which providesecurity services,disinfection services,logistics services,and last-mile orintra-facility delivery52025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/00012139

170、0025052720/ea0227213-06.htm15/274Table of Contentsservices.However,these facilities management service providers may also be ourpotential customers.To overcome potential resistance to technology and toestablish a positive industry perception of AMR and robot-enhanced facilitiesmanagement services,we

171、 will continuously demonstrate to our customers,particularly those who are cost-sensitive,the value proposition and the cost-efficiency of our products in comparison to traditional labor increasedproductivity,freeing labor by allowing human to focus on higher-value works,reduction of cost and relian

172、ce on human capital,and the enhanced reliability ofrobots to reduce human error.Competitive StrengthsWe believe that the following strengths contribute to our success:A visionary,proven,and experienced management team consisting ofindustry veterans;The status as the early-mover of the facilities man

173、agement AMR androbotics solutions;Cutting-edge software technologies and innovative AMRs and roboticsproducts;Highly scalable AMR,robotics,UV-C LED disinfection systems with a wide-array of facilities management industry solutions;andEstablished partnerships with industry players.Growth StrategiesWe

174、 intend to grow our business by pursuing the following key strategies:Continue to develop our core software technologies and commercialize ourup-and-coming ANS Version 3,the Odyssey,to the entire AMR and roboticsindustry;Expand our production capacity for cost-efficient manufacturing andcompetitive

175、pricing;Continuous expansion of our global markets presence in security andhealthcare facilities management industries;Expand our sales and marketing team and distribution network globally;Pursue strategic alliance,acquisitions,investments,and partnershipopportunities.Summary of Risk FactorsAn inves

176、tment in our ClassA Ordinary Shares is subject to several risks,includingrisks related to our business and industry,risks related to our technology andbusiness strategy,risks related to our business generally,risks related to ourmanagement,governance,and ownership,and risks related to our securities

177、 in thisoffering.Our business is subject to numerous risks,as more fully described under“Risk Factors”beginning on page15,which you should carefully consider prior todeciding whether to invest in our ClassA Ordinary Shares.Below is a summary ofmaterial factors that make an investment in our ClassA O

178、rdinary Shares speculativeor risky.These risks include,but are not limited to,the following:Risks Related to our Business and IndustryWe are an early-stage company with a history of losses and expect to incursignificant expenses for the foreseeable future(on page 15).As described in the report of ou

179、r auditors for the years ended April 30,2024,and 2023 and the notes to our consolidated financial statements,there is substantial doubt about our ability to continue as a goingconcern,and if we are unable to continue,you may lose your entireinvestment.We have yet to achieve positive operating cash f

180、low and,given ourprojected funding needs,our ability to generate positive cash flow isuncertain(on page 16).62025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm16/274Table of Contents

181、We made,and expect to continue to make,significant investments inresearch and development that may not achieve expected returns(on page16).Our limited operating history makes it difficult to evaluate our business,prospects,and future viability,and may increase the risk of yourinvestment(on page 17).

182、Our operations and the implementation of our growth strategies require asignificant amount of capital.Our future capital needs may require us tosell additional equity or debt securities that may result in substantialdilution or significant debt service obligations and covenants that mayrestrict our

183、operations or our ability to pay dividends(on page 17).We have no experience maintaining or servicing our products at a largescale(on page 18).Our ability to manufacture,assemble,and produce our products on a largescale is unproven,and delays in the development,production and deliveryof our products

184、 could harm our business,prospects,financial conditionand operating results(on page 19).The commercial robotic market is in early stage of customer adoption andthe possibilities of large-scale application of autonomous robots in thefacilities management industries is unproven.If the commercial robot

185、icmarket does not experience significant development,or develops moreslowly than we expect,or if our products do not achieve broad acceptancein facilities management industries,we will not be able to achievesignificant sales and the growth of our business will be harmed(on page20).We have sold a lim

186、ited number of products,and the demand for our productsis hard to predict accurately.Our operating results and financialcondition could be materially impacted if we are unable to accuratelyforecast consumer demand for our products or manage our inventoryeffectively(on page 20).We target customers th

187、at are large corporations with substantialnegotiating power,exacting product standards and potentially competitiveinternal solutions.If we are unable to sell our products to thesecustomers,our prospects and results of operations will be adverselyaffected(on page 21).We may face difficulties as we ex

188、pand our operations into region orcountries in which we have no prior operating experience(on page 21).We operate in a competitive industry that is rapidly evolving and subjectto technological evolution.We expect competition to increase,and thiscould cause our market share to decline and negatively

189、impact our resultsof operations(on page 22).We depend on the global supply chain and have experienced supply chainconstraints due to several factors,including the lingering effects of theCOVID-19 pandemic,a high inflation environment,and geopolitical events(on page 22).We depend on our suppliers,som

190、e of which as of the date of thisprospectus are single,sole or limited source suppliers,and any inabilityof these suppliers to deliver the necessary components for our products atprices,schedule,volumes,performance and specifications acceptable tous,could have a material adverse effect on our busine

191、ss,prospects,financial condition and operating results(on page 23).Increases in costs,disruption of supply orshortageof materials,inparticular for lithium-ion cells or semiconductors,could harm ourbusiness,prospects,financial condition and operating results(on page24).We rely solely on Reis Robotics

192、 as the single source supplier for theproduction and maintenance of the TransCar systems,and the partial orcomplete loss of Reis Robotics as our supplier could cause customer supplyor production delays and a substantial loss of revenues(on page 24).Our business and prospects depend significantly on

193、our ability to buildthe Otsaw brand.We may not succeed in developing,maintaining andstrengthening the Otsaw brand,and our brand and reputation could beharmed by negative publicity regarding us or our products,which wouldmaterially and adversely affect acceptance of our products,our business,revenues

194、 and prospects(on page 25).72025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm17/274Table of ContentsWe have limited experience in operating our robots in a variety ofenvironments an

195、d increased deployment and thus interactions may lead tocollisions,possible liability and negative publicity(on page 26).Design flaws,unknown defects,real or perceived errors,glitches ormalfunctions in our products or the software that operates them,failureof our products to perform as expected,conn

196、ectivity issues or user errorscan result in product recalls,claims against us,personal injuries,property damage,and significant safety concerns,each of which couldmaterially and adversely affect our results of operations,financialcondition,growth prospects or reputation(on page 26).We are subject to

197、 stringent and changing laws,regulations and standards,corporate policies,and contractual obligations related to data privacyand security in jurisdictions where our products operate(on page 27).We are subject to cybersecurity risks to our operations,informationtechnology infrastructure and systems,s

198、oftware integrated in ourproducts,and data processed by us,our distributor,and end-usercustomers(on page 28).Any unauthorized access or control of our AMR and robotics systems couldresult in loss of confidence in us and our brand and harm our business(onpage 29).We may acquire other businesses,form

199、joint ventures or make otherinvestments,that could negatively affect our operating results,causedilution,increase our debt or cause us to incur significant expenses.Ifwe cannot identify or acquire companies consistent with our growthstrategy or successfully integrate acquired businesses into ouroper

200、ations,it could adversely affect our business,financial conditionand results of operations(on page 30).We intend to expand our business and operations significantly,and anyfailure to manage our growth effectively could materially and adverselyaffect our business,prospects,financial condition and ope

201、rating results(on page 31).Entering into strategic alliances,such as our joint venture with SwisslogHealthcare,exposes us to risks(on page 32).Under the joint venture agreement with Swisslog Healthcare,SwisslogHealthcare has the right to require us to purchase Swisslog Healthcaresequity interests in

202、 the Otsaw-Swisslog JV,which could adversely affectour liquidity and financial condition(on page 32).The loss of one or more of our key personnel,or our failure to attractand retain other highly qualified personnel in the future,could harm ourbusiness(on page 33).Our management team lacks experience

203、 in managing a U.S.public company(on page 33).Developments in the social,political,regulatory and economicenvironment,including but not limited to natural events,wars,terroristattacks and other acts of violence,health epidemics and other outbreaks,or security incidents,in the countries where we oper

204、ate,may have amaterial and adverse impact on us(on page 34).Global economic conditions could materially adversely impact demand forour products and services(on page 34).We are subject to the risks associated with international operations,including unfavorable regulatory,political,tax and labor condi

205、tions,which could materially and adversely affect our business,financialcondition,results of operations and prospects(on page 35).From time to time,we may become involved in legal proceedings,whichcould have a material adverse effect on our business,operating results,or financial condition(on page 3

206、6).We are exposed to foreign exchange risk arising from various currencyexposures.Fluctuations in foreign currency exchange rates will affect ourfinancial results(on page 36).82025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data

207、/2046462/000121390025052720/ea0227213-06.htm18/274Table of ContentsThe imposition of barriers to trade,escalation of trade disputes,andchanges to trade policy,tariffs,and import/export regulations may havea material adverse effect on our business,financial condition,andresults of operations(on page

208、37).We are subject to anti-corruption,anti-bribery,anti-money laundering,financial and economic sanctions and similar laws,and noncompliance withsuch laws can subject us to administrative,civil and criminal fines andpenalties,collateral consequences,remedial measures and legal expenses,all of which

209、could adversely affect our business,results of operations,financial condition and reputation(on page 37).Failure of our internal controls over financial reporting could harm ourbusiness and financial results(on page 38).Environmental laws and regulations and unforeseen costs could negativelyimpact o

210、ur future earnings(on page 38).Risks Related to Intellectual PropertyOur success depends in part on our ability to obtain and maintainprotection for the intellectual property relating to or incorporated intoour products.If we are unable to protect our intellectual property,thevalue of our brand and

211、other intangible assets may be diminished and ourbusiness may be adversely affected(on page 39).We may not be able to protect our intellectual property rights in allcountries(on page 39).We may be subject to intellectual property claims in the future,which arecostly to defend,could result in signifi

212、cant damage awards,and couldlimit our ability to use certain technologies in the future(on page 40).We use other parties software and other intellectual property in ourproprietary software,including“open source”software.Any inability tocontinuously use such software or other intellectual property in

213、 thefuture could have a material adverse impact on our business,financialcondition,results of operations and prospects(on page 40).Risks Related to our Offering and Ownership of Our Class A OrdinarySharesThe dual class structure of our Class A Ordinary Shares and Class BOrdinary Shares has the effec

214、t of concentrating voting control with ourchief executive officer,directors and their affiliates(on page 41).As a“controlled company”under the rules of the Nasdaq Capital Market,we may choose to exempt Otsaw Limited from certain corporate governancerequirements that could have an adverse effect on o

215、ur public shareholders(on page 41).The dual-class structure of our Ordinary Shares may adversely affect thetrading market for the ClassA Ordinary Shares(on page 42).Our ClassA Ordinary Shares may be thinly traded and you may be unable tosell at or near ask prices or at all if you need to sell your s

216、hares toraise money or otherwise desire to liquidate your shares(on page 42).There has been no public market for our ClassA Ordinary Shares prior tothis offering,and you may not be able to resell our ClassA OrdinaryShares at or above the price you paid,or at all(on page 42).If we cannot satisfy,or c

217、ontinue to satisfy,the initial listingrequirements and other rules of Nasdaq Capital Market,our securities maynot be listed or may be delisted,which could negatively impact the priceof our securities and your ability to sell them(on page 43).Nasdaq may apply additional and more stringent criteria fo

218、r our initialand continued listing because we plan to have a small public offering andinsiders will hold a large portion of the companys listed securities(onpage 43).The trading price of our ClassA Ordinary Shares may be volatile,whichcould result in substantial losses to you(on page 43).92025/6/10

219、09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm19/274Table of ContentsCertain recent initial public offerings of companies with public floatscomparable to the anticipated public float of ou

220、r Company have experiencedextreme volatility that was seemingly unrelated to the underlyingperformance of the respective company.We may experience similarvolatility.Such volatility,including any stock-run up,may be unrelatedto our actual or expected operating performance and financial condition orpr

221、ospects,making it difficult for prospective investors to assess therapidly changing value of our ClassA Ordinary Shares(on page 45).Exercise of options granted under the Equity Incentive Plan or issue ofawarded shares under the Equity Incentive Plan may result in dilution toour Shareholders(on page

222、45).If securities or industry analysts do not publish or publish inaccurate orunfavorable research about our business,or if they adversely change theirrecommendations regarding our ClassA Ordinary Shares,the market pricefor our ClassA Ordinary Shares and trading volume could decline(on page45).Short

223、 selling may drive down the market price of our ClassA OrdinaryShares(on page 46).We have broad discretion in the use of the net proceeds from our publicoffering and may not use them effectively(on page 46).Because we do not expect to pay dividends in the foreseeable future,youmust rely on price app

224、reciation of our Class A Ordinary Shares for areturn on your investment(on page 46).Shares eligible for future sale may adversely affect the market price ofour ClassA Ordinary Shares,as the future sale of a substantial amountof outstanding ClassA Ordinary Shares in the public marketplace couldreduce

225、 the price of our ClassA Ordinary Shares(on page 47).You will experience immediate and substantial dilution(on page 47).We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an emerging growth company(onpage 47).As a company incorporated in the

226、 Cayman Islands,we are permitted to adoptcertain Cayman Islands practices in relation to corporate governancematters that differ significantly from the Nasdaq corporate governancelisting standards.These practices may afford less protection toshareholders than they would enjoy if we complied fully wi

227、th the Nasdaqcorporate governance listing standards(on page 48).Since Otsaw Limited is a Cayman Islands exempted company,the rights ofour shareholders may be more limited than those of shareholders of acompany organized in the UnitedStates(on page 48).Certain judgments obtained against us by our sha

228、reholders may not beenforceable.You may also face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may belimited,because we are incorporated under Cayman Islands law,and weconduct substantially all of our operations and all of our directors andexec

229、utive officers reside outside of the UnitedStates(on page 49).Cayman Islands economic substance requirements may have an effect on ourbusiness and operations(on page 49).We are an“emerging growth company,”and the reduced disclosurerequirements applicable to emerging growth companies may make our Cla

230、ss AOrdinary Shares less attractive to investors(on page 49).Otsaw Limited is a“foreign private issuer”within the meaning of therules under the Exchange Act.Our disclosure obligations differ fromthose of U.S.domestic reporting companies and are exempt from certainNasdaq corporate governance standard

231、s applicable to U.S.issuers.As aresult,you will have less protection than you would have if we were adomestic issuer(on page 50).We may become a passive foreign investment company,or PFIC,forUnited States federal income tax purposes for any taxable year,whichcould subject UnitedStates investors in o

232、ur Class A Ordinary Shares tosignificant adverse UnitedStates income tax consequences(on page 51).It is not certain if we will be classified as a Singapore tax resident(onpage 51).102025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edga

233、r/data/2046462/000121390025052720/ea0227213-06.htm20/274Table of ContentsCorporate InformationOur principal executive offices are located at 10 Tampines North Drive 4,#01-03,Singapore 528553.The telephone number of our principal executive office is(852)2754 3320.Our registered office in the Cayman I

234、slands is located at theoffices of Mourant Governance Services(Cayman)Limited,94 Solaris Avenue,CamanaBay,PO Box 1348,Grand Cayman KY1-1108,Cayman Islands.Our agent for service ofprocess in the UnitedStates is Cogency Global Inc.,122 E.42nd Street,18th Floor,New York,New York 10168.We maintain a web

235、site at .We do notincorporate the information on our website into this prospectus and you should notconsider any information on,or that can be accessed through,our website as partof this prospectus.Implications of Being a Controlled CompanyCurrently,our chairman,director,chief executive officer and

236、controllingshareholder,Mr.Ling Ting Ming,indirectly owns more than 50%of the voting powerof our outstanding Class A Ordinary Shares and Class B Ordinary Shares.Immediately after completion of this offering,he will own approximately%ofour total issued and outstanding ClassA Ordinary Shares and%of our

237、 totalissued and outstanding ClassB Ordinary Shares,representing approximately%ofthe total voting power of our shares,assuming that the underwriters do notexercise their over-allotment option,which is more than 50%of the total votingpower of our shares.Therefore,we are,and will continue to be,a“cont

238、rolledcompany”within the meaning of the Nasdaq Stock Market Rules.As a result,Mr.Ling will be able to exercise significant voting influence over fundamental andsignificant corporate matters and transactions.This concentrated control may limitor preclude your ability to influence corporate matters fo

239、r the foreseeable future,including the election of directors,amendments of our organizational documents,and any merger,consolidation,sale of all or substantially all of our assets,orother major corporate transaction requiring shareholder approval.In addition,thismay have anti-takeover effects and ma

240、y prevent or discourage unsolicitedacquisition proposals or offers for our share capital that you may feel are in yourbest interest as one of our shareholders.As a“controlled company”as definedunder the Nasdaq Stock Market Rules,we are permitted to elect to rely on certainexemptions from corporate g

241、overnance rules,including the following:an exemption from the rule that a majority of our board of directors mustbe independent directors;an exemption from the rule that the compensation of our chief executiveofficer must be determined or recommended solely by independent directors;andan exemption f

242、rom the rule that our director nominees must be selected orrecommended solely by independent directors.As a result,you may not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.Although we currently do not intend to rely on the“

243、controlled company”exemptionunder the Nasdaq listing rules,we may elect to do so after we complete thisoffering.If we elect to rely on the“controlled company”exemption,a majority ofthe members of our board of directors might not be independent directors and ournominating and corporate governance and

244、 compensation committees might not consistentirely of independent directors after we complete this offering.Additionally,pursuant to Nasdaqs phase-in rules for newly listed companies,wehave one year from the date on which we are first listed on Nasdaq to comply fullywith the Nasdaq listing standards

245、.We do not plan to rely on the phase-in rules fornewly listed companies and plan to comply fully with the Nasdaq listing standardsat the time of listing.Implications of Being an Emerging Growth Company and a Foreign PrivateIssuerEmerging Growth CompanyAs a company with less than US$1.235billion in r

246、evenue during our last fiscalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012,or theJOBS Act.An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicableto larger public companies.In particular,a

247、s an emerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A”;112025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm

248、https:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm21/274Table of Contentsare not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,wh

249、ich is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to theSarbanes-Oxley Actof 2002;are not required to obtain a non-binding ad

250、visory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief

251、 executive officer payratio disclosure;andwill not be required to conduct an evaluation of our internal control overfinancial reporting.We intend to take advantage of all of these reduced reporting requirements andexemptions applicable to emerging growth companies under the JOBS Act.However,weare no

252、t eligible for and will not take advantage of the longer phase-in periods forthe adoption of new or revised financial accounting standards under 107 oftheJOBS Act,as our consolidated financial statements are prepared in accordancewith IFRS.Foreign Private IssuerWe are a“foreign private issuer,”as de

253、fined by the SEC.As a result,inaccordance with the rules and regulations of Nasdaq,we may choose to comply withhome country governance requirements and certain exemptions thereunder rather thancomplying with Nasdaq corporate governance standards.We may choose to takeadvantage of the following exempt

254、ions afforded to foreign private issuers:Exemption from filing quarterly reports on Form10-Q,from filing proxysolicitation materials on Schedule14A or 14C in connection with annualor special meetings of shareholders,from providing current reports onForm 8-K disclosing significant events within four

255、days of theiroccurrence,and from the disclosure requirements of RegulationFD.Exemption from Section 16 rules regarding sales of Class A OrdinaryShares by insiders,which will provide less data in this regard thanshareholders of U.S.companies that are subject to the ExchangeAct.Exemption from the Nasd

256、aq rules applicable to domestic issuers requiringdisclosure within four business days of any determination to grant awaiver of the code of business conduct and ethics to directors andofficers.Although we will require board approval of any such waiver,wemay choose not to disclose the waiver in the ma

257、nner set forth in theNasdaq rules,as permitted by the foreign private issuer exemption.Exemption from the requirement that our board of directors have acompensation committee that is composed entirely of independent directorswith a written charter addressing the committees purpose andresponsibilitie

258、s.Exemption from the requirements that director nominees are selected,orrecommended for selection by our board of directors,either by(1)independent directors constituting a majority of our board ofdirectors independent directors in a vote in which only independentdirectors participate,or(2)a committ

259、ee comprised solely of independentdirectors,and that a formal written charter or board resolution,asapplicable,addressing the nominations process is adopted.In addition,as a company incorporated in the Cayman Islands,we are permitted toadopt certain home country practices in relation to corporate go

260、vernance mattersthat differ significantly from the corporate governance listing requirements of theNasdaq Capital Market.These practices may afford less protection to shareholdersthan they would enjoy if we complied fully with corporate governance listingrequirements of the Nasdaq Capital Market.Fol

261、lowing the offering,we intend torely on home country practice to be exempted from certain of the corporategovernance requirements of Nasdaq,namely;(i)there will not be a necessity tohave regularly scheduled executive sessions with independent Directors;and(ii)there will be no requirement for the Com

262、pany to obtain Shareholder approvalprior to an issuance of securities in connection with(a)the acquisition of stockor assets of another company;(b)equity-based compensation of Executive Officers,Directors,employees or consultants;(c)a change of control;and(d)transactionsother than public offerings.1

263、22025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm22/274Table of ContentsTHE OFFERINGOffer Price:We currently estimate that theinitial public offering pricewill be between US$to US$

264、per ClassA Ordinary Share.ClassAOrdinarySharesbeingOfferedbyUs:-Class A Ordinary Shares,excluding exercise of the over-allotment option discussed below,and-ClassA Ordinaryshares,assuming full exercise ofthe over-allotment option andassuming an offering price of US$per ClassA Ordinary Share,the midpo

265、int of the rangeprovided on the cover of thisprospectus.Shares Outstanding Prior to Completion of thisOffering:ClassA Ordinary Shares and1 ClassB Ordinary Share.Ordinary Shares and Voting Rights:Our issued and outstanding sharecapital consists of Class AOrdinary Shares and Class BOrdinary Shares.Hol

266、ders ofClass A Ordinary Shares areentitled to one vote,and eachClassB Ordinary Share isentitled to that number of votesequal to sixty(60)percent ofthe total number of Class AOrdinary Shares and Class BOrdinary Shares outstanding as atthe record date for determiningthe shareholders that areentitled t

267、o vote at the relevantgeneral meetings of the Company.Our ClassA Ordinary Shares arenot convertible into Class BOrdinary Shares under anycircumstances.Our ClassBOrdinary Shares are notconvertible into ClassAOrdinary Shares under anycircumstances.For a descriptionof our Class A Ordinary Sharesand Cla

268、ssB Ordinary Shares,see“Description of Share Capital.”Shares Issued and Outstanding After The Completionof This Offering:ClassA Ordinary Shares(or ClassA Ordinary Shares ifthe underwriters exercise theover-allotment option in full)and 1 ClassB OrdinaryShare.Assumed Offering Price per ClassA Share:US

269、$(being the mid-point ofthe offering price range as setout in the cover page of thisprospectus).Over-allotment Option:We have granted the underwritersan option for a period of 45 daysfrom the closing of this offeringto purchase up to an additional15.0%of the total number ofClassA Ordinary Shares sol

270、d byus pursuant to this offering,solely for the purpose ofcovering over-allotments,at theinitial public offering priceless the underwriting discounts.Lock-up:We,our directors,executiveofficers,employees andshareholders holding 5%or moreof the outstanding OrdinaryShares,will enter into a lock-upagree

271、ment with the Underwritersnot to sell,transfer or disposeof any Ordinary Shares for aperiod of one hundred eighty(180)days after the closing ofthe offering.See“SharesEligible for Future Sale”and“Underwriting.”Listing:We have applied to list ourClass A Ordinary Shares on theNasdaq,under the symbol“OT

272、SA”.Transfer Agent:Vstock Transfer,LLC132025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm23/274Table of ContentsRisk Factors:Investing in these securities involves a highdegree of r

273、isk.As an investor,you should beable to bear a complete loss of your investment.You should carefully consider the information setforth in the“Risk Factors”section of thisprospectus before deciding to invest in ourClassA Ordinary Shares.Dividend policy We do not intend to pay any dividends on ourClas

274、s A Ordinary Shares for the foreseeablefuture.Instead,we anticipate that all of ourearnings,if any,will be used for the operationand growth of our business.See“DividendPolicy”for more information.Use of Proceeds:We intend to use the net proceeds from thisoffering for(i)acquisition,strategic alliance

275、and joint ventures,(ii)expansion of productioncapacity and inventory,(iii)market expansionin the United States,United Kingdom,Europe,Asia and Australia;(iv)research anddevelopment,(v)business development andmarketing,and(vi)working capital.See“Useof Proceeds”for more information.142025/6/10 09:19sec

276、.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm24/274Table of ContentsRISK FACTORSAn investment in our securities carries a significant degree of risk.Youshould carefully consider the following ris

277、ks before you decide to purchaseour securities.Any one of these risks and uncertainties has the potentialto cause material adverse effects on our business,prospects,financialcondition and operating results which could cause actual results to differmaterially from any forward-looking statements expre

278、ssed by us and asignificant decrease in the value of our ClassA Ordinary Shares.Refer to“Special NoteRegarding Forward-Looking Statements”.We may not be successful in preventing the material adverse effects thatany of the following risks and uncertainties may cause.These potentialrisks and uncertain

279、ties may not be a complete list of the risks anduncertainties facing us.There may be additional risks and uncertaintiesthat we are presently unaware of,or presently consider immaterial,thatmay become material in the future and have a material adverse effect on us.You could lose all or a significant

280、portion of your investment due to anyof these risks and uncertainties.Risks Related to our Business and IndustryWe are an early-stage company with a history of losses and expect to incursignificant expenses for the foreseeable future.We have incurred net losses of US$6.5 million and US$6.7 million f

281、or thefiscal years ended April 30,2024 and 2023,respectively.We have incurred netlosses of US$3.3 million and US$2.9 million for the six months ended October 31,2024and 2023,respectively.We believe that we will continue to incur operating and netlosses for the foreseeable future.We might not ever be

282、come profitable or achieve netincome.We expect that our operating expenses will increase as we grow our business,including expending substantial resources for research and development,sales andmarketing,implementing our growth strategies,and expansion of our productioncapacity.As a result,any decrea

283、se in revenues or delay in generating new revenuescould result in material operating losses.We expect to continue to incur losses and increasing expenses in the foreseeablefuture as we:continue to design and develop our products,including the next-generationTransCar and Odyssey ANS;build up inventor

284、ies of parts and components for our products;manufacture an available inventory of our products;fulfil the call/put arrangement of the Otsaw-Swisslog Healthcare JointVenture;expand our design,research,development,maintenance and repaircapabilities;increase our sales and marketing activities and deve

285、lop our regional centersin Europe and the UnitedStates;andexpand our general and administrative functions to support our growth andoperations and the status as a public company.As described in the report of our auditors for the years ended April 30,2024,and 2023 and the notes to our consolidated fin

286、ancial statements,there is substantial doubt about our ability to continue as a goingconcern,and if we are unable to continue,you may lose your entireinvestment.This situation continued for the periods ended October 31,2024and 2023 under the review of our auditors.The uncertainty about our ability t

287、o continue in operation is based on our continuinglosses from operation and limited working capital,among other things which existedas of October 31,2024,April 30,2024 and April 30,2023.As of October 31,2024,April 30,2024 and April 30,2023,the Company had a net working capital deficitof$12,399,036,$

288、10,012,865 and$12,701,025,respectively.Included in theaccumulated deficit are losses of$6,458,189 for the year ended April 30,2024 and$3,289,473 for the six months ended October 31,2024.The Company has incurredrecurring losses and has accumulated losses of$21,868,746 and$25,108,914 as ofApril 30,202

289、4 and October 31,2024,respectively.Given all these facts,we aredependent on obtaining funding from operations and the sale of debt or equity tocontinue as a going concern.The financial statements do not include any adjustmentsrelating to the recoverability of assets and classification of liabilities

290、 that mightbe necessary should we be unable to continue as a going concern.152025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm25/274Table of ContentsOur ability to continue as a goi

291、ng concern depends on the success of this offeringand receipt of additional funds through debt or equity financing and our operations.In the event we are unable to obtain such funding,we may have to delay,reduce oreliminate certain of our planned operations,including some of our research anddevelopm

292、ent and/or clinical validation studies to demonstrate aesthetic improvement,reduce overall overhead expense,or divest assets.This in turn may have an adverseeffect on our ability to realize the value of our assets.If we are unable tocontinue as a going concern,you may lose all or part of your invest

293、ment.We have yet to achieve positive operating cash flow and,given ourprojected funding needs,our ability to generate positive cash flow isuncertain.We had negative cash flow from operating activities of$4.6million and$2.3millionfor theyears ended April30,2023 and 2024,respectively.We had negative c

294、ash flowfrom operating activities of$1.5 million and$0.8 million for the six months endedOctober 31,2023 and 2024,respectively.We expect to continue to have negative cashflow from operating activities for at least the next 24months as we expect to incurresearch and development,sales and marketing,an

295、d general and administrativeexpenses and make capital expenditure to develop and grow our business,and will needto seek new financing in the future.Our operation is costly because of our leases,sales and distribution expenses as weestablish our brand and markets,research and development expenses,pro

296、duction costs,material and component costs,operating costs and labor costs because of the need foremployees with specialized skills.Historically,our costs have increased eachyeardue to these factors,and we expect to continue to incur increasing costs,inparticular for working capital to purchase inve

297、ntory,marketing and productdeployments as well as costs of client and product support.We expect our expenses tocontinue to increase in the future as we expand our production capabilities of the O-R3,Camello+,UV-C disinfection system(AirGuard,O-RX,and TreX)and TransCar,ourproduct offering,hiring addi

298、tional employees,establishing our regional centers inthe United States and Europe,fulfilling relevant investment and put/callarrangement under the Otsaw-Swisslog Healthcare Joint Venture,and the general andadministrative expenses as we scale our operations and incur the costs of being apublic compan

299、y.Our expenses may be significantly greater than we anticipate,whichwould have a negative impact on our financial position,assets and ability to investfurther in the growth and expansion of the business.To implement our global marketgrowth and expansion of our market share,we will incur increased ma

300、rketing,sales,promotion and other operating expenses.Further,as additional competitors enter ourmarket,we expect increased pressure on our production costs and margins.In addition,any delays in obtaining the necessary equipment or supplies,theexpansion of our production capacity,or the procurement o

301、f permits and licensesrelating to our expected manufacturing,sales and distribution model couldsignificantly increase our expenses.In such event,we could be required to seekadditional financing earlier than we expect,and such financing may not be availableto us on commercially reasonable terms,or at

302、 all.In the longer term,our ability tobecome profitable will depend on our ability not only to control costs,but also tosell in quantities and at prices sufficient to achieve our expected margins.If weare unable to cost-efficiently develop,design,manufacture,market,sell,distributeand service our pro

303、ducts,our margins,profitability and prospects would bematerially and adversely affected.Therefore,we may be unable to adequately control the substantial costs associatedwith our operations,and our costs may grow more quickly than our revenues,harmingour business and profitability.An inability to gen

304、erate positive cash flow for thenear term may adversely affect our ability to raise needed capital for our businesson reasonable terms,diminish supplier or customer willingness to enter intotransactions with us and have other adverse effects that may decrease our long-termviability.We may not achiev

305、e positive cash flow in the near future or at all.We made,and expect to continue to make,significant investments inresearch and development that may not achieve expected returns.Our research and development capabilities are the pillars of our core outdoorautonomy and software competence.We will cont

306、inue to make significant investments inresearch and development,expansion of product offerings and improvement for existingproducts,services and technologies.We are in the research and development stage ofupgrading our proprietary software technology,the ANS,from Version 2 to Version 3.We intend for

307、 Version 3 to be a commercial software solution that will provide afoundational outdoor autonomy capability for third-party AMR products,AMR frameworksor hardware platforms,under the product brand“Odyssey”.Furthermore,as part ofour joint venture with Swisslog Healthcare Holding AG(“Swisslog Healthca

308、re”),weare developing the next-generation of TransCar solutions for hospitalsintralogistics.We are in the research and development stage of upgrading SwisslogHealthcares TransCar system to the next generation of TransCar,Transcar 5.0,byutilizing our core software technologies and robotics autonomy a

309、nd mobilityexpertise.162025/6/10 09:19sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm26/274Table of ContentsBecause we account for research and development costs as operating expenses,theseexpen

310、ditures will adversely affect our earnings in the future.Our research anddevelopment efforts and investments may not be successful,and our new products andservices may not achieve market acceptance,create any additional revenue or becomeprofitable if customers do not perceive our product and service

311、 offerings asproviding significant new functionality or value.We may not achieve material revenuefrom our new products,services,and technologies.Our competitors may surpass us intechnological innovation,hindering our ability to commercialize new and competitiveproducts that meet the needs and demand

312、s of the market in a timely manner or at all,which consequently may adversely impact our operating results as well as ourreputation.Our limited operating history makes it difficult to evaluate our business,prospects,and future viability,and may increase the risk of yourinvestment.Any evaluation of o

313、ur business and our prospects must be considered in light of ourlimited operating history and the risks and uncertainties encountered by companies inour stage of development.Further,our industry is characterized by rapidtechnological change,changing customer needs,evolving industry standards andfreq

314、uent introduction of new products and services.We encountered,and expect tocontinue to encounter,risks and uncertainties frequently experienced by early-stagecompanies in rapidly changing markets,including risks relating to our ability to,among other things:generate sufficient revenue to achieve pro

315、fitability;hire,integrate and retain qualified professional and technical talent,including key members of management;access additional capital when required and on reasonable terms;achieve or manage growth in our operations,continue to make significantinvestments in research,development,production,m

316、arketing and sales;successfully obtain,maintain,protect and enforce our intellectual propertyand defend against claims of intellectual property infringement,misappropriation or other violations;build and maintain the Otsaw brand globally;establish and expand our commercial production capabilities an

317、d distributionchannels;establish and maintain satisfactory relationships and arrangements with ourstrategic partners,customers,and suppliers;establish and expand a customer base,market shares,and distributionchannels;navigate and adapt to an evolving and complex regulatory environment inmultiple jur

318、isdictions,including data privacy;anticipate and adapt to changing market conditions and competition,including consumer demand for certain robots or product types,models,technological developments and changes in the competitive landscape;andsuccessfully design,develop,manufacture and market new prod

319、ucts,software,and services in the future.If we do not address these risks successfully,our operating results will be harmed.We expect our financial condition and operating results to fluctuate significantlyfrom quarter to quarter and year to year due to a variety of factors,many of whichare beyond o

320、ur control.Consequently,any predictions made about our future successor viability may not be as accurate as they could be if we had a longer operatinghistory.Our operations and the implementation of our growth strategies require asignificant amount of capital.Our future capital needs may require us

321、tosell additional equity or debt securities that may result in substantialdilution or significant debt service obligations and covenants that mayrestrict our operations or our ability to pay dividends.We will require significant capital to operate our business and fund our capitalexpenditures for th

322、e next severalyears.While we anticipate that the net proceedsof this offering,together with current cash,cash equivalents,cash provided byoperating activities and funds available through our working capital line of credit,will likely be sufficient to meet172025/6/10 09:19sec.gov/Archives/edgar/data/

323、2046462/000121390025052720/ea0227213-06.htmhttps:/www.sec.gov/Archives/edgar/data/2046462/000121390025052720/ea0227213-06.htm27/274Table of Contentsour current and anticipated needs of capital for at least the next twelvemonths,itis possible that we will need to raise significant amounts of addition

324、al capital tofund our business thereafter,including to finance ongoing research and developmentcosts,expansion of our production capacity,any significant unplanned or acceleratedexpenses and new strategic alliances or acquisitions.We may also require additionalcash resources due to changed business

325、conditions or other future developments.Due to our limited operating history and the fact that the commercial robotics marketis in an early stage of customer adoption and the possibilities of large-scaleapplication of autonomous robots in the facilities management industries is unproven,it is diffic

326、ult to evaluate the demand for our products,business,prospects,andfuture viability.Thus,it is possible that we may not generate sufficient cash flowfrom operations and sales or otherwise have the capital resources to meet our futurecapital needs.Furthermore,our level of capital expenditures will be

327、significantlyaffected by customer demand for our products.As a result,our future capitalrequirements may be uncertain and actual capital requirements may be different fromthose we currently anticipate.Therefore,we may need to seek equity or debt financing to finance a portion of ourfuture capital ne

328、eds and expenditures.If we raise additional capital funds throughthe issuance of equity or convertible debt securities,it would result in dilution ofour shareholders voting rights and could be at a per share purchase pricesignificantly below the per share price in this offering.These newly-issuedsec

329、urities may have rights,preferences or privileges senior to those of existingstockholders,including those acquiring shares in this offering.The incurrence ofindebtedness would result in increased debt service obligations and could result inoperating and financing covenants that would restrict our op

330、erations,liquidity andability to make cash dividends.It is uncertain whether financing will be available to us in a timely manner or onterms that are acceptable,or at all.If adequate financing is not available or isnot available on acceptable terms,if and when needed,our ability to fund ouroperation

331、s,take advantage of unanticipated opportunities,develop or enhance ourproducts,or otherwise respond to competitive pressures would be significantlylimited.Our inability to raise capital could require us to significantly curtail orterminate our operations.We may have to significantly reduce our spend

332、ing,delay orcancel our planned activities,or substantially change our corporate structure.We have no experience maintaining or servicing our products at a largescale.Under our RaaS subscription model and some of our direct sale agreements,we will beresponsible for maintenance and servicing of our pr

333、oducts.In addition to our in-house customer support and product maintenance service,we have partnered with thirdparties,including our distributors and Swisslog Healthcares personnel,to performsome or all of the servicing and maintenance on our products.However,we have noexperience providing maintenance and servicing at a large scale.Our direct customers and distributors may also depend on our in-h