Mobile-health Network Solutions Class A Ordinary Shares (MNDR) F-1/ARegistration statement (foreign) (amended)

As filed with the Securities and Exchange Commission on March 20, 2024

Registration No. 333-277254

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO.2 TO

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Mobile-health Network Solutions

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

2 Venture Drive, #07-06/07 Vision Exchange

Singapore 608526

+65 6222 5223

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 212 947 7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

copies to:

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement on Form F-1 (the “Registration Statement”) contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Registrant has included in this Registration Statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy the securities in any jurisdiction where such offer or sale is not permitted.

Preliminary Prospectus (Subject to Completion)

Dated March 20, 2024

Mobile-health Network Solutions

2,250,000 Class A Ordinary Shares being offered by Mobile-health Network Solutions

2,574,750 Class A Ordinary Shares being sold by the Selling Shareholders

This is the initial public offering of Class A Ordinary Shares, by Mobile-health Network Solutions. We are offering 2,250,000 Class A Ordinary Shares, par value US$0.000004 per share, and the registration of an additional 2,574,750 Class A Ordinary Shares held by the Selling Shareholders.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. We anticipate the initial public offering price of our Class A Ordinary Shares will be between US$4.00 and US$5.00. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “MNDR.” Of the total securities being offered under this prospectus, we are offering 2,250,000 Class A Ordinary Shares, and the selling shareholders named in the section entitled “Selling Shareholders” in this prospectus (the “Selling Shareholders”) are offering 2,574,750 Class A Ordinary Shares. No shares offered by the Selling Shareholders will be sold until after our Class A Ordinary Shares have begun trading on the NASDAQ Capital Market. The underwriter is not underwriting the shares of the Selling Shareholders. Any sales will occur from time to time at prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholders. Neither we nor the underwriter will receive any proceeds from the sales of any of the Class A ordinary shares being offered by the Selling Shareholders.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the applicable U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer.” 

Immediately prior to the completion of this offering, our issued and outstanding share capital will consist of Class A Ordinary Shares and Class B Ordinary Shares. Siaw Tun Mine, Denis Christopher Nyam Ngian Kwong, Siaw Tung Yeng, and Teoh Pui Pui beneficially own all of our then issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately 35.5% of our total issued and outstanding share capital immediately after the completion of this offering and approximately 84.6% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming that the underwriter does not exercise their option to purchase additional Class A Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each holder of our Class A Ordinary Share is entitled to one vote per share. Each holder of our Class B Ordinary Share is entitled to 10 votes per share. Our Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B Ordinary Shares are convertible at any time into Class A Ordinary Shares on a one-for-one basis by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any transfer of Class B Ordinary Shares by a holder thereof or a change of ultimate beneficial ownership of any Class B Ordinary Shares to any person other than an affiliate of such person or a beneficial owner of Class B Ordinary Shares, such Class B Ordinary Shares are automatically and immediately converted into the same number of Class A Ordinary Shares.

Investing in the Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 11.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

PRICE US$             PER CLASS A ORDINARY SHARE

The underwriter has an option to purchase up to 337,500 additional Class A Ordinary Shares from us at the initial public offering price, less the underwriting discounts and commissions, within 45 days from the date of closing of this offering, to cover any over-allotments.

The underwriter expects to deliver the Class A Ordinary Shares against payment in U.S. dollars in New York, NY to purchasers on or about             , 2024.

Network 1 Financial Securities, Inc.

The date of this prospectus is        , 2024

TABLE OF CONTENTS

This prospectus contains certain estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which we participate. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares.

Neither we nor the underwriter have taken any action that would permit a public offering of the Class A Ordinary Shares outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A Ordinary Shares and the distribution of the prospectus outside the United States.

Until             , 2024 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

Risk Factors

Investing in our Class A Ordinary Shares entails a significant level of risk. Before investing in the Class A Ordinary Shares, you should carefully consider all of the risks and uncertainties mentioned in this section, in addition to all of the other information in this prospectus, including the financial statements and related notes. We may face additional risks and uncertainties aside from the ones mentioned below. There may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become important factors that could adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. In such case, the market prices of the Class A Ordinary Shares could decline, and you may lose part or all of your investment.

Risks Related to Our Business and Industry

Maintaining users’ trust is critical to our success, and any failure to do so could damage our reputation and brand.

We have developed a comprehensive ecosystem that connects users with our healthcare solutions. We have been building our brand name and reputation for our ecosystem as we believe that our ability to maintain users’ trust in our MaNaDr ecosystem is critical to our success in the rapidly expanding telehealth solutions market in Singapore. Our ability to maintain users’ trust in the services and product offerings on our MaNaDr platform is primarily affected by the following factors:

Any loss of trust could harm the value of our brand and reputation, and result in users ceasing to utilize our ecosystem or reducing the demand for the services and product offerings available on our platforms, which could materially and adversely affect our business, financial condition, results of operations and prospects. Furthermore, there can be no assurance that our brand promotion and marketing efforts would be effective. Such efforts may be expensive, which may, in turn, materially and adversely affect our business, financial condition, results of operations and prospects, without any corresponding increase in user demand and/or sales for the services and products offered over our ecosystem.

Any negative review, comment or allegation about us, our in-house medical team, external doctors, clinic network and/or service providers, among others, or services and products offered over our ecosystem by the media, on social media or other public online forums may harm our brand, reputation and public image. We may also face challenges from others seeking to profit from, or defame, our reputation and brand. Any of the foregoing may result in the loss of potential and existing users or other stakeholders and, in turn, have a material adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to manage the growth of our business and operations or implement our business strategies on schedule or within our budget, or at all.

Our business has become increasingly complex in terms of both the type and scale of business we operate. Any expansion may increase the complexity of our operations and place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. There can be no assurance that we will be able to effectively manage our growth or implement all these systems, procedures and control measures successfully. If we are not able to manage our growth effectively, our business, financial condition, results of operations and prospects may be materially and adversely affected.

As part of our business strategies, we expect to further expand our business to new jurisdictions, which may expose us to additional risks, including, among other things:

If we are unable to effectively avoid or mitigate these risks, our ability to expand our business to these new jurisdictions will be affected, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The anticipated benefits from these efforts are based on assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits that we expect to achieve or it may be more costly to do so than we anticipate. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition, results of operations and prospects may be materially and adversely affected.

If we fail to effectively estimate, price and manage our costs, or if our fees and charges are regulated, prescribed or otherwise required to be reduced, the profitability of our Group could decline.

We are subject to the risks of rising business costs. While we seek to impute these costs in our fee pricing, we may not always be able to do so due to our contractual arrangements, or if unanticipated costs arise that we have not priced into our contracts, or for any number of reasons beyond our control. These costs include payments to our staff, overheads and various other costs incurred for the provision of our services and product offerings under our ecosystem. Many other factors may cause a rise in actual operating expenses, including, but not limited to increased employee compensation (including economic arrangements and share-based compensation), catastrophes, including acts of terrorism, public health epidemics or severe weather, general inflation and government-mandated benefits or other regulatory changes.

Furthermore, we may face higher costs associated with inflationary pressure in the economic environment in which we operate and changes in laws and regulations may also adversely affect our cost basis. Any such increases in operating expenses may affect our profits adversely if we are unable to raise our fees commensurately due to regulatory restrictions or the competitive nature of our business. Any changes in the amount and manner in which we are able to charge for our services, including the amount and manner in which we are able to charge our service providers, may have a material adverse impact on our business, financial condition, results of operations and prospects.

If our healthcare solutions do not drive users’ engagement or if we fail to provide superior user experience, our business and reputation may be materially and adversely affected.

Our business is highly dependent on the receptiveness of our users to our services and products as well as their willingness to use, and to increase the frequency and extent of their utilization of our solutions. Their degree of receptiveness to our services and products depends on a number of factors, including the demonstrated accuracy and efficacy of our services and product offerings compared to that offered by our competitors, turnaround time, cost-effectiveness, convenience and marketing support. Additionally, negative publicity concerning our healthcare solutions, our brand or our MaNaDr ecosystem in general, or the telehealth solutions market as a whole, could limit market acceptance and demand for our healthcare solutions. Furthermore, there can be no assurance that our efforts and ability to demonstrate the value of our solutions and the relative benefits of our services and products over those of our competitors to our users would be successful. We may fail to achieve an adequate level of acceptance by the users of our services and products, and we may not be able to effectively expand the registered user base, promote user engagement or convert existing registered users to active users. Consequently, our business may not develop as expected, or at all, and our business, financial condition, results of operations and prospects may be materially and adversely affected.

The success of our business also hinges on our ability to provide superior user experience, which depends on our ability to continue to deliver quality care to our users, to maintain the quality of our services and products, to source for and provide services and products that are responsive to user demands, and to provide timely and reliable delivery, flexible payment options and superior after-sales services. Such ability, in turn, depends on a variety of factors beyond our control. In particular, we rely on a number of third parties, and in particular doctors in our network of clinical service providers who are independent contractors and logistics partners who despatch the medication to our patients, in the provision of our services and products. Their failure to provide high-quality customer experience to our users may adversely affect our users’ receptiveness of, and willingness to utilize, our solutions, which may damage our reputation and cause us to lose users.

Additionally, we operate a user service center to provide real-time assistance to our customers via WhatsApp. If our customer service representatives fail to provide satisfactory service, or if waiting times are too long due to the high volume of inquiries from users at peak times, our brand and customer loyalty may be adversely affected. Furthermore, any negative publicity or poor feedback on our customer service may harm our brand and reputation and, in turn, cause us to lose users and market share, all of which may materially and adversely affect our business, financial condition, results of operations and prospects.

We may not be able to develop our existing technology infrastructure or recoup the investments we have made for such development, and failure to continue to innovate or adapt to industry changes may materially and adversely affect our business, financial condition, results of operations and prospects.

The telehealth solutions industry is characterized by rapidly changing technology, evolving industry standards and regulatory requirements, introduction of new services and products as well as changing user demands. We are also subject to other changes and developments in the telehealth solutions, Internet and healthcare industries and other industries in which we operate. These changes and developments may require us to continue to innovate, and failure to do so would have a material adverse effect on our business, financial condition, results of operations and prospects.

We may need to constantly upgrade our technology infrastructure to provide increased scale, improved performance and additional built-in functionality of our mobile application and website, and to keep pace with our business development, which may require significant investments in time and resources, including adding new hardware, updating software and recruiting and training new engineering personnel. Failure to improve our technology infrastructure accordingly may materially affect our ability to adopt new services and products, and could result in unanticipated system disruptions, slower response times and impaired quality of our users’ and other participants’ experiences, which may, in turn, materially and adversely affect our business, financial condition, results of operations and prospects.

While we have been enhancing our technological capabilities and developing a number of technologies to support our ecosystem, if we experience problems with the functionality and effectiveness of our technologies in the course of development, or if we are unable to continually improve our technologies to handle our business needs as expected, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Furthermore, we have invested, and are expected to continually invest, significant amounts in upgrading our technological infrastructure and developing our technologies. We are likely to recognize costs associated with these investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than we expected. We may not be able to recover our capital expenditures or investments, in part or in full, or the recovery of these capital expenditures or investments may take longer than expected. As a result, the carrying value of the related assets may be subject to an impairment charge, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Our self-developed technologies are complex and may contain undetected errors or may not operate properly, which could adversely affect our business, financial condition, results of operations and prospects.

Our self-developed technology platform, and in particular, our MaNaDr mobile application, provides our users and other participants in our ecosystem with the ability to conduct a variety of actions essential to the operations of our business and the delivery of our healthcare solutions. Self-developed technology development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our technologies from operating properly and consequently adversely affect our technology infrastructure and other aspects of our business where our technologies are applied. If our solutions do not function reliably or fail to achieve users’ and business partners’ expectations in terms of performance, we may lose existing, or fail to attract new users or business partners, which may damage our reputation and adversely affect our business, financial condition, results of operations and prospects.

Furthermore, data services are complex and those we offer may develop or contain undetected defects or errors. Material performance problems, defects or errors in our existing or new software and applications and services may arise in the future and may result from interface between our healthcare solutions and systems and data that we did not develop and the function of which is beyond our control or undetected in our testing. These defects and errors, and any failure by us to identify and address them, could result in a loss of revenue or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential users from utilizing our solutions. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our failure to properly manage participants and stakeholders in our MaNaDr ecosystem may materially and adversely affect our business.

We rely on various participants and stakeholders, including, but not limited to, medical professionals, service providers and product suppliers and vendors, in the provision of services and products on our platform, and the success of our business depends on our ability to properly manage them. We consider a variety of factors before entering into contractual arrangements with them. Nevertheless, we have limited control over the quality of work and performance of these participants and stakeholders in their provision of services and products over our MaNaDr mobile application and website, and they may breach such contractual arrangements and subject us to claims and liabilities that may affect our business operations.

We have also implemented quality control standards and procedures to manage their work and performance on our MaNaDr platform. However, there can be no assurance that our monitoring of their work and performance would be sufficient to control the quality of their work. In the event that a third party fails to meet our quality and operating standards contracted in our agreements or as required by relevant Singapore laws and regulations, our operations may suffer and our business, financial condition, results of operations and prospects may be materially and adversely affected. Furthermore, because of the contractual relationships, we could be perceived as being responsible for the actions of such participants and, as a result, suffer reputational damage. This may adversely affect our ability to attract new business partners and to engage them as providers of the healthcare solutions that we offer.

In particular, our in-house medical team, external doctors, clinics and other medical institutions, as well as healthcare institutions, may provide sub-standard services, mishandle sensitive information, engage in other misconduct or commit medical malpractice, which could subject us to medical liability or other legal claims. Our business, financial condition, results of operations and prospects may be materially and adversely affected if any claims are made against us and are not fully covered by insurance. With respect to external doctors, as they are not working physically with us, we have limited control over them as well as the quality of their online consultation services. Despite our background checks relating to their qualification and their contractual obligations to strictly adhere to the specified work scope and quality requirements and comply with applicable laws, there can be no assurance that our risk management procedures would be sufficient to monitor their performance and control the quality of their work. In the event that the external doctors fail to comply with the contractual obligations and applicable laws in relation to the provision of our teleconsultation services, our user experience could deteriorate, and we may suffer as a result of any actual or alleged misconduct by them, which could materially and adversely affect our business, financial condition, results of operations and prospects.

Under MaNaShop and MaNaPharma, we manage inventories of certain medicines and health supplements, and we do not have as much control over the storage and delivery of the other products sold. Many of our suppliers and vendors use their own facilities to store their products and utilize their own or third-party delivery systems to deliver their products to our users, which makes it difficult for us to ensure that our users get uniformly high-quality service for all products sold through ManaShop and MaNaPharma. If any supplier or vendor does not deliver the products or delivers them late or delivers products that are materially different from their description or of poor quality, or if it sells counterfeit or unlicensed products despite our background checks, the reputation of our MaNaShop and MaNaPharma businesses and our brand may be materially and adversely affected and we could face claims and may be held liable for any losses.

Furthermore, for those products of which we actively manage inventories, we rely primarily on contracted third-party couriers to deliver our products. Interruptions or failures in our delivery services could prevent the timely and successful delivery of our products. These interruptions may be due to unforeseen events that are beyond our control or the control of our third-party couriers, such as inclement weather, natural disasters, transportation disruptions, inadequate manpower or labor unrest. If our products are not delivered on time or are delivered in a damaged state, users may refuse to accept our products and have less confidence in our services. Any failure to provide high-quality delivery services to our users may adversely affect the user experience for MaNaShop and MaNaPharma, and adversely affect our business, financial condition, results of operations and prospects.

We have limited or no control over our suppliers and the quality of products supplied to us and if such products are not manufactured in accordance with the applicable quality standards, our business and reputation could be materially and adversely affected

The manufacturing processes for pharmaceutical products are required to meet good manufacturing practice and/or other applicable quality standards. We source all of our products from third party suppliers, including brand principals and wholesalers. We have limited or no control over the operations of such third-party suppliers and the quality of the products which they supply to us, and there cannot be any assurance that such products will be free of defects and meet the applicable quality standards. From time to time, the pharmaceutical products that we market have been subject to recalls by the manufacturers. While such recalls did not have a material adverse impact on our business, financial condition, results of operations and prospects for the years ended June 30, 2023 and 2022, there cannot be any assurance that future recalls, if any, will not have such an impact.

Failure to detect quality defects in our products or to prevent defective products from being delivered to our customers could result in injuries or even deaths, product recalls or withdrawals, license revocations or fines, or lead to other problems that could adversely affect our business and reputation, and materially and adversely affect our business, financial condition, results of operations and prospects.

Product liability claims in respect of defective products sold to our customers in our pharmaceutical business could adversely affect our reputation and our financial prospects

We do not maintain any insurance policy which covers us for product liability. Our business involves an inherent risk of product liability, product recalls and exposure to public liability claims. Although our suppliers may, on a case-by-case basis, provide us with a written indemnity covering the full extent of any third party liability we may incur as a result of the sale of their products, we cannot assure you that we will be successful in obtaining such indemnity payment (if any) or that any such indemnity payment will fully cover all of our losses associated with the original liability. If we were found responsible for damage caused by defective products, our reputation may be adversely affected, which could result in the erosion of customer confidence in the brands that we sell and a consequent reduction in sales. In such circumstances, our business, financial condition, results of operations and prospects may be materially and adversely affected.

As at December 31, 2023, we had not encountered any incidents in relation to the foregoing that have materially and adversely affected our business, financial condition, results of operations and prospects, but this is no assurance that any such incidents will not occur in the future.

Any lack of requisite approvals, licenses or permits applicable to our business may have a material and adverse effect on our business, financial condition, results of operations and prospects.

Our business is subject to governmental supervision and regulation by various governmental and regulatory authorities in Singapore, including but not limited to, the Ministry of Health, the Health Sciences Authority and the Singapore Medical Council, and in other jurisdictions where we conduct our business operations. Such government authorities, statutory board, agencies and bodies promulgate and enforce laws and regulations that cover a variety of business activities that our operations relate to, such as the provision of medical services online, retail, sales and online operation of pharmaceutical products and medical devices, and software development, among other things. These regulations in general regulate the entry into, the permitted scope of, as well as approvals, licenses and permits for, the relevant business activities. Due to uncertainties in the regulatory environment of the industries and/or jurisdictions in which we operate, there can be no assurance that we have obtained or applied for all the approvals, permits and licenses required for conducting our business in Singapore or elsewhere, or would be able to maintain our existing approvals, permits and licenses or obtain any new approvals, permits and licenses if required by any future laws or regulations. If we fail to obtain and maintain the necessary approvals, licenses or permits required for our business, we could be subject to liabilities, penalties and operational disruption and our business, financial condition, results of operations and prospects could be materially and adversely affected.

Our failure to properly manage the registration of our in-house doctors may materially and adversely affect our business.

The practice of doctors is strictly regulated under Singapore laws, rules and regulations. Under applicable Singapore regulations, a person must not practice medicine or do any act as a medical practitioner without a valid practicing certificate in place. If a person is found to be practicing medicine without a valid practicing certificate, he or she shall be guilty of an offense and shall be liable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a second or subsequent conviction, to a fine not exceeding S$200,000 or to imprisonment for a term not exceeding two years or to both.

There can be no assurance that our future in-house doctors will obtain and/or maintain the relevant certification in a timely manner, or at all, or that our in-house doctors will not practice outside the permitted scope of their respective licenses. Our failure to properly manage the registration of our in-house doctors may materially and adversely affect our business. Furthermore, if any of our in-house doctors are found to have deficient registration or found to be practicing beyond the scope permitted by relevant authorities, they may be disciplined and lose their practicing licenses. As a result, we may no longer be able to employ them in offering our teleconsultation and other services. In addition, there can be no assurance that we can timely find qualified replacements on commercially reasonable terms, or at all.

As of December 31, 2023, all of our practicing in-house doctors in our team had obtained and maintained valid practicing certificates under the relevant Singapore laws, rules and regulations. Nevertheless, there can be no assurance that the relevant healthcare administrative authorities would not retrospectively find deficiency in the registration of these in-house doctors and subject the relevant medical professionals to penalties, all of which could materially and adversely affect our business, financial condition, results of operations and prospects.

Our failure to maintain optimal inventory levels and the risk of inventory obsolescence could increase our operating costs or lead to unfulfilled customer orders, either of which could have a material and adverse effect on our business, financial condition, results of operations and prospects.

We need to ensure optimal inventory levels for both our MaNaShop and MaNaPharma businesses. We manage inventories of certain medicines and health supplements, while direct sales suppliers and vendors manage inventories of some of our other products.

For the medicines and health supplements of which we manage inventories, we are exposed to inventory risk as a result of rapid changes in product life cycles, changing consumer preferences, uncertainty of product developments and launches, manufacturer back orders and other related problems as well as the general volatile economic environment globally. There can be no assurance that we can accurately predict these trends and events and avoid over-stocking or under-stocking of products. Furthermore, demand for products could change significantly between the time when the products are ordered and the time when they are ready for delivery. When we begin to sell a new product, it is particularly difficult to forecast product demand accurately. We may be unable to sell such inventory in sufficient quantities or during the relevant sales seasons. Inventory levels in excess of customer demand may result in inventory write-downs, expiration of products or an increase in inventory holding costs and a potential negative effect on our liquidity. Conversely, if we underestimate customer demand or if our suppliers fail to provide products to us or deliver products to our customers in a timely manner, we may experience inventory shortages, which may, in turn, result in unfulfilled customer orders, leading to an adverse effect on our customer relationships. Our customers, such as clinics, do not have an obligation to drawdown on the inventory that we stock for them and as such, we bear the risk of inventory obsolescence in the event that the demand from our customers fall short of the inventory that we stockpile to cater to their needs. In addition, we may have to reduce the sale price of our products in order to reduce our inventory level, which may lead to lower gross margins. In such circumstances, our business, results of operations, financial condition and prospects may be materially and adversely affected.

Additionally, we closely monitor the inventory levels of other products of which our direct sales suppliers and vendors manage inventories. However, there can be no assurance that our monitoring and related measures would be effective in ensuring fulfillment of our customers’ orders. Our failure to maintain proper inventory levels for our businesses under MaNaShop and/or MaNaPharma may have a material and adverse effect on our business, financial condition, results of operations and prospects.

We may be adversely affected by negative publicity, litigation and regulatory investigations and proceedings, and may not always be successful in defending ourselves against such claims or proceedings.

Our business operations entail substantial litigation and regulatory risks, including the risk of lawsuits and other legal actions relating to medical disputes, fraud and misconduct, sales and customer services and control procedures deficiencies, as well as the protection of personal and confidential information of our users and business partners, among others. We may be subject to claims and lawsuits in the ordinary course of our business. We may also be subject to inquiries, inspections, investigations and proceedings by relevant regulatory and other governmental agencies. Actions brought against us may result in settlements, injunctions, fines, penalties or other results adverse to us that could harm our business, financial condition, results of operations and prospects and reputation. Even if we are successful in defending ourselves against these actions, the costs of such defense may be significant to us. A significant judgement or regulatory action against us or a material disruption in our business arising from adverse adjudications in proceedings against our Directors, officers or employees would have a material adverse effect on our business, financial condition, results of operations and prospects.

Security breaches and attacks against our systems and network, and any potential resultant breach or failure to otherwise protect confidential and proprietary information, and network disruptions in general could damage our reputation and adversely affect our business, financial condition, results of operations and prospects.

We rely heavily on technology, particularly the Internet, to provide high-quality online services. However, our technology operations are vulnerable to disruptions arising from human error, natural disasters, power failure, computer viruses, spam attacks, unauthorized access, network disruptions and other similar events. Disruptions to, or instability of, our technology or external technology that allows our customers to use our online services and products could materially harm our business and reputation.

Although we have employed significant resources to develop security measures against breaches, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of user information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us, we may be unable to anticipate, or implement adequate measures to protect against, these attacks. While we had not been subject to these types of attacks that had materially and adversely affected our business operations since the inception of our business operations, there can be no assurance that we would not in the future be subject to such attacks that may result in material damages or remediation costs. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction.

In addition, we may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our users or other participants of our ecosystem, or the information infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches may harm our reputation, and materially and adversely affect our business, financial condition, results of operations and prospects. Furthermore, despite any precautions we may take, the occurrence of a flood or fire, or other unanticipated incidents at our information infrastructure facilities in Singapore, including power outages, telecommunications delays or failures, break-ins to our systems or computer viruses, could result in delays or interruptions to our platform and operations as well as loss of our users’ and other participants’ data. Any of these events could damage our reputation, materially disrupt our ecosystem and subject us to liability and claims, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Our business generates and processes a large amount of data, and the improper use or disclosure of such data could harm our reputation as well as have a material adverse effect on our business and prospects.

Our platform generates and processes a large amount of personal, transaction, demographic and behavioral data. Sensitive user information in our business operations is stored in third party datacenters. Such information includes, but is not limited to, personal information (such as users’ name, cell phone number, delivery address, age and gender, consultation record, order record and activity log). We have kept all sensitive user information in our database such as order records and consultation records since inception. We face risks inherent in handling large volumes of data and in securing and protecting such data. In particular, we face a number of data-related challenges from consultations, transactions and other activities on our platform, including:

Any systems failure or security breach or lapse that results in the unauthorized release of our user data could harm our reputation and brand and, consequently, our business, in addition to exposing us to potential legal liability.

Our terms of service concerning the collection, use and disclosure of user data are posted on our MaNaDr mobile application and website. Any failure, or perceived failure, by us to comply with our privacy policies or any applicable regulatory requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by governmental or regulatory authorities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require us to change our business model or practices, increase our costs and disrupt our business. As we expand our operations, we may be subject to additional laws in other jurisdictions where our users and business partners of our ecosystem are located. The laws, rules and regulations of other jurisdictions may impose on us more stringent or conflicting requirements with financial penalties for non-compliance higher than those in Singapore, and the compliance with such requirements could require significant resources and result in substantial costs, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We may not have sufficient insurance coverage to cover our business risks and face the risk of becoming subject to medical liability claims, which could cause us to incur significant expenses and be liable for significant damages if not covered by insurance.

We face risks of medical liability claims against our in-house medical team, external doctors and ourselves. We have obtained insurance to cover certain potential risks and liabilities, such as professional liability insurance for our in-house medical team and external doctors in connection with their provision of GP services over our platform and product liability insurance for us and our suppliers with respect to products sold under MaNaShop and MaNaPharma.

However, we may not be able to acquire any insurance for certain types of risks such as business liability or service disruption insurance for all of our operations in Singapore, and our coverage may not be adequate to compensate for all losses that may occur, particularly with respect to loss of business or operations. For example, we do not maintain business interruption insurance, nor do we maintain key-man life insurance. Any business disruption, litigation, regulatory action, outbreak of epidemic disease or natural disaster may also expose us to substantial costs and diversion of resources. Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our in-house medical team and external doctors from our operations, which could have a material adverse effect on our business, financial condition, results of operations, and prospects. There can be no assurance that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or if the compensated amount is significantly less than our actual loss, our business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, professional liability insurance premiums may increase significantly in the future, particularly as we expand our services. Further, adequate professional liability insurance may not be available to our in-house medical team, external doctors or ourselves in the future on commercially acceptable terms, or at all.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, patents and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality agreements with our employees and third parties, to protect our proprietary rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, although we are not aware of any imitation websites or mobile applications that attempt to cause confusion or traffic diversion from us at the moment, we may become an attractive target to such attacks in the future because of our brand recognition in the Singapore telehealth solutions industry.

In addition, there can be no assurance that our patent applications would be approved, that any issued patents would adequately protect our intellectual property, or that such patents would not be challenged by third parties or found by a judicial or regulatory authority to be invalid or unenforceable.

Confidentiality agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in Singapore. Policing any unauthorized use of our intellectual property is difficult and costly and the steps that we take may be inadequate to prevent the infringement or misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources, and could put our intellectual property at risk of being invalidated or narrowed in scope. There can be no assurance that we would prevail in such litigation, and even if we manage to prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or would not infringe upon or otherwise violate patents, copyrights or other intellectual property rights held by third parties. We have been, and from time to time in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by our products, services or other aspects of our business. There could also be existing patents of which we are not aware that our products may inadvertently infringe. There can be no assurance that holders of patents purportedly relating to some aspect of our technology infrastructure or business, if any such holders exist, would not seek to enforce such patents against us in Singapore, or any other jurisdictions as applicable. Furthermore, the application and interpretation of Singapore patent laws and the procedures and standards for granting patents in Singapore are still evolving, and there can be no assurance that Singapore courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question, which may materially and adversely affect our business, financial condition, results of operations and prospects.

User growth and activity depend upon effective use of operating systems, networks and standards that we do not control.

Users access our MaNaDr platform through the mobile application and the website on their devices. To optimize the user mobile experience, we are, to some extent, dependent on our users downloading our MaNaDr mobile application and website for their particular devices. As new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in developing the software required to operate our MaNaDr mobile application for these alternative devices and platforms, and we may need to devote significant resources to the development, support and maintenance of the mobile application and/or the website. In addition, our future growth and results of operations could suffer if we experience difficulties in the future in integrating our MaNaDr mobile application into mobile devices or if problems arise with our relationships with providers of mobile operating systems or mobile application stores, if our MaNaDr mobile application receive unfavorable reviews compared to competing applications by other telehealth solutions service providers, or if we face increased costs to distribute or have users use our MaNaDr mobile application and/or website.

In the event that it becomes more difficult for our users to access and use our MaNaDr platform and healthcare solution on their mobile devices, or if our users choose not to access or use our MaNaDr platform and healthcare solutions on their mobile devices or to use mobile devices that do not offer access to our MaNaDr platform and healthcare solutions, the growth of our user base could be harmed and our business, financial condition, results of operations and prospects may be adversely affected.

A limited number of customers have accounted for, and are expected to continue to account for, a significant portion of our revenues. The failure to maintain or to increase revenues from these customers could adversely affect our prospects.

For the years ended June 30, 2023 and 2022, revenue from a customer in the public sector, Customer A, accounted for 1.17% and 66.04% of our total revenues respectively.

Due to our revenue concentration attributable to a limited number of customers, should any of the following events, among others, occur, our business, financial condition, results of operations and prospects may be adversely affected:

We have entered into an agreement with Customer A pursuant to which Customer A would fund the provision of certain medical services, including telemedicine, mobile medicine and home medical and nursing services provided by us (the “Medical Services Agreement”). Such agreement has been extended and the current term of the agreement is for the period commencing on April, 1 2023 and ending on March, 31 2024, unless we are otherwise notified. Pursuant to the Medical Service Agreement, we will be directed to provide certain medical services to certain patients. The cost of our services is based on an agreed set of rates, and following the provision of our services we would then be reimbursed by Customer A within 30 days from the date of approval of the claim.

The above is a brief summary of the material provisions of the Medical Services Agreement and does not purport to be a complete statement of its terms and conditions.

We may not be able to conduct our marketing activities cost-effectively and we are subject to limitations in promoting our business.

We have incurred expenses on a variety of different marketing and brand promotion efforts designed to enhance our brand recognition and increase sales of our services and products. However, our brand promotion and marketing activities may not be well received by users and may not result in the levels of sales that we anticipate. Additionally, marketing approaches and tools in the Singapore telehealth solutions market are evolving, which may further require us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and user preferences. Failure to refine our existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce our market share and materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to limitations in promoting healthcare-related services and products.

We are subject to certain limitations in promoting healthcare-related services and products. Our in-house medical team and other relevant parties in the provision of our medical and wellness services have to comply with rules and regulations that restrict the promotion or dissemination of information about the professional healthcare services and practice provided by licensed doctors, and the publication or marketing efforts for the predominant purpose of promoting the products or services of doctors to users or potential users. Such restrictions may affect our ability to further enhance our brand recognition or secure new business opportunities in the future.

Additionally, there can be no assurance that our existing practices of monitoring our information dissemination process and publication would continue to be effective. Should there be any change in the relevant rules and regulations, or change of interpretation thereof, we, our in-house medical team and other relevant third parties may be regarded as breaching the relevant rules and regulations and may be subject to regulatory penalties or disciplinary actions, which may materially and adversely affect our reputation, business, financial condition, results of operations and prospects.

If we fail to maintain adequate internal controls, we may not be able to effectively manage our business and may experience errors or information lapses affecting our business.

Our success depends on our ability to effectively utilize our standardized management system, information systems, resources and internal controls. As we continue to expand, we will need to modify and improve our financial and managerial controls, reporting systems and procedures and other internal controls and compliance procedures to meet our evolving business needs. If we are unable to improve or maintain our internal controls, systems and procedures, they may become ineffective and adversely affect our ability to manage our business and cause errors or information lapses that affect our business. Our efforts in improving our internal control system may not result in the elimination of all risks. If we are not successful in discovering and eliminating weaknesses in our internal controls, our ability to effectively manage our business may be affected, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Our performance depends on key management as well as skilled and qualified medical professional and support staff generally, and any failure to attract, motivate and retain such medical professionals and our support staff could hinder our ability to maintain and grow our business.

Our future success is significantly dependent upon the continued service of our management and key personnel, including skilled and qualified medical professionals such as doctors, support staff such as nurses and assistants, as well as other healthcare professionals. We rely on the services of these medical professionals and support staff to provide the comprehensive range of services we offer through our self-owned GP clinics and specialist clinics, and we face intense competition from other medical services providers to recruit skilled and qualified medical professionals and support staff. If we lose the services of any member of management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could disrupt our business and growth, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

Additionally, the size and scope of our ecosystem and our expansion plans may require us to hire and retain a wide range of effective and experienced personnel who can adapt to a dynamic, competitive and challenging business environment. We will need to continue to attract and retain experienced and capable personnel at all levels, including qualified healthcare professionals for our in-house medical team, as we expand our business and operations. Competition for talent in the Singapore telehealth solutions industry is intense, and the availability of suitable and qualified candidates in Singapore is limited. Competition for these individuals could cause us to offer higher compensation and other benefits to attract and retain them. In addition, even if we were to offer higher compensation and other benefits, there can be no assurance that these individuals would choose to join or continue working for us.

Moreover, if any of our senior management or other key personnel joins or establishes a competing business, we may lose some of our users, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to detect or prevent fraud or other misconduct committed by our employees or third parties.

Fraud or other misconduct by our employees, such as unauthorized business transactions, bribery and breach of our internal policies and procedures, or by third parties, such as breach of law, may be difficult to detect or prevent. It could subject us to financial loss and sanctions imposed by governmental authorities while seriously damaging our reputation. This may also impair our ability to effectively attract prospective users, develop user loyalty, obtain financing on favorable terms and conduct other business activities.

While we had not encountered any incidents in relation to the foregoing that had materially and adversely affected our business, financial condition, results of operations and prospects for the years ended June 30, 2023 and 2022, and our risk management systems, IT systems and internal control procedures are designed to monitor our operations and overall compliance, we may be unable to identify non-compliance or suspicious transactions promptly, or at all. Furthermore, it is not always possible to detect and prevent fraud or other misconduct committed by our employees or third parties, and the precautions we take to prevent and detect such activities may not be effective. Therefore, we are subject to the risk that fraud or other misconduct may have previously occurred but was undetected, or may occur in the future. This may materially and adversely affect our business, financial condition, results of operations and prospects.

We rely on assumptions and estimates to calculate certain key operating metrics, and inaccuracies in such metrics may harm our reputation and adversely affect our business.

Certain key operating metrics, such as the MAU by age group and MPU by age group in this prospectus are calculated using our internal data that has not been independently verified by third parties. While these numbers are based on what we believe to be reasonable calculations for the applicable periods of measurement, there are inherent challenges in measuring usage and user engagement across our user base. In addition, our key operating metrics are derived and calculated based on different assumptions and estimates, and you should be cautious of such assumptions and estimates when assessing our operating performance.

Our measures of user growth and user engagement may differ from estimates published by third parties or from similarly titled metrics used by our competitors due to differences in data availability, sources and methodology. If third parties do not perceive our user metrics to be accurate representations of our user base or user engagement, or if we discover material inaccuracies in our user metrics, our reputation may be harmed and third parties may be less willing to allocate their resources or spending to us, which could adversely affect our business, financial condition, results of operations and prospects.

We may need additional capital but may not be able to obtain such on favorable terms or at all.

We may require additional cash resources due to operating losses or future growth and development of our business, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including our future financial condition, results of operations, cash flows, share price performance and the liquidity of international capital and lending markets. In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing would be available in a timely manner or in amounts or on terms favorable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, could restrict our liquidity as well as have a material adverse effect on our business, financial condition, results of operations and prospects. Furthermore, any issuance of equity or equity-linked securities could result in significant dilution to our existing shareholders.

Our strategic alliances, investments or acquisitions may have a material adverse effect on our business, financial condition, results of operations and prospects.

We may evaluate and consider strategic investments and acquisitions or enter into strategic alliances to develop new services or solutions and enhance our competitive position. Investments or acquisitions involve numerous risks, including the potential failure to achieve the expected benefits of the combination or acquisition; difficulties in, and the cost of, integrating operations, technologies, services and personnel; potential write-offs of acquired assets or investments; and downward effect on our operating results. These transactions will also divert the management’s time and resources from our normal operations, and we may have to incur unexpected liabilities or expenses. We may also in the future enter into strategic alliances with various third parties. Strategic alliances with third parties could subject us to a number of risks, including risks associated with potential leakage of proprietary information, non-performance by the counterparty and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to credit risk with respect to trade receivables.

We generally allow a credit period of 30 days to our customers, in particular other clinics that purchase medicine from us. As of June 30, 2023 and 2022, our trade receivables turnover days were 7 days and 6 days, respectively. As of the same dates, trade receivables of approximately US$30,000 and US$34,000, respectively, were past due but not impaired. These mainly relate to a number of customers whom there is no significant financial difficulty for and, based on our past experience, the overdue amounts can be recovered from. Nevertheless, there can be no assurance that all such amounts due to us will be settled on time, or that such amounts will not continue to increase in the future. Accordingly, we face credit risk in collecting trade receivables due from customers. Our performance, liquidity and profitability would be adversely affected if significant amounts due to us are not settled on time or substantial impairment is incurred. The bankruptcy or deterioration of the credit condition of any of these customers could also materially and adversely affect our business, financial condition, results of operations and prospects.

We face risks relating to the political, economic, regulatory, social and legal environments in the jurisdictions in which we currently or may in the future operate.

We have operations and a presence in Singapore and may expand into other jurisdictions in the future. We are subject to certain risks inherent in conducting business, such as political, economic, regulatory, social and legal developments in each jurisdiction in which we currently or may in the future operate, many of which are beyond our control. These risks include but are not limited to:

The jurisdictions in which we currently or may in the future operate may be in a state of rapid political, economic and social changes, and may also be subject to unforeseeable circumstances such as natural disasters and other uncontrollable events, which will entail risks to our business and operations. There can also be no assurance that we will be able to adapt to the local conditions, regulations and business practices and customs. Any changes implemented by the government of these jurisdictions resulting in, among other things, currency and interest rate fluctuations, capital restrictions and changes in duties and taxes detrimental to our business could materially and adversely affect our business, financial condition, results of operations and prospects.

The political and/or economic conditions of the jurisdictions in which we operate may also be affected by geopolitical risks, including lingering trade tensions and other political disputes which have resulted in and may continue to lead to, among other things, the imposition of sanctions on or blacklisting of politically connected persons and corporations, or persons and corporations perceived to be politically connected. As at December 31, 2023, we did not, to our knowledge, have business dealings with any person or corporation which is currently the subject of political sanctions. However, the geopolitical environment is constantly evolving and there can be no assurance that we will not in the future be found to be in contravention of political sanctions, for example, should it transpire that any of our business partners or other persons or corporations with whom we have business dealings are or become the subject of political sanctions.

Our business may also be affected by macroeconomic factors, such as general economic conditions, market sentiment and consumer confidence in the jurisdictions we operate in, social and political unrest, regulatory, fiscal and other governmental policies, all of which are beyond our control. Any adverse developments related to any of the abovementioned factors or other associated risks may have a material adverse effect on our business, financial condition, results of operations and prospects.

COVID-19 or any other infectious and communicable diseases, as well as the occurrence of any acts of God, war, terrorist attacks and other catastrophic events may have a material adverse effect on our business, financial condition, results of operations and prospects.

Our Group faces risks from the outbreak of communicable or virulent diseases and pandemics or epidemics such as severe acute respiratory syndrome, H5N1 avian flu, Middle East respiratory syndrome, Ebola and more recently, the outbreak of COVID-19 in countries which we operate, which may materially and adversely affect our operations. While our Group has put in place measures and protocols to contain the spread of contagious and virulent diseases, our medical doctors, healthcare practitioners and other employees nonetheless remain susceptible to infection as frontline workers in the event of disease outbreaks. Despite our strict infection control protocols, there can be no assurance that our patients, employees, medical doctors and other healthcare professionals will not be infected with such diseases. We may, as a result, be required to temporarily shut down our clinics and offices for an uncertain period of time to contain the spread of such diseases. Such disruptions to our business and operations may have a negative impact on our business, financial condition, results of operations and prospects.

Acts of God, such as natural disasters which are beyond our control, may materially and adversely affect the economy, infrastructure and livelihood of the local population. Similarly, man-made catastrophes, such as terrorist attacks and wars may disrupt the economies of the countries we operate in. A catastrophic event or multiple catastrophic events may cause unexpected large losses and may have a material adverse effect on our business, financial condition, results of operations and prospects. There can be no assurance that our efforts to protect ourselves against catastrophic losses would be adequate. In addition, other events that are outside the control of our Group, such as fire, deliberate acts of sabotage, vendor failure or negligence, blackouts, terrorist attacks or criminal acts, could damage, cause operational interruptions to, or otherwise adversely affect our operating facilities and activities, as well as potentially cause injury or death to our employees, patients and/or customers. We cannot give any assurance that the occurrence of any catastrophic events, wars, terrorist attacks or other hostilities in any part of the world, potential, threatened or otherwise, will not, directly or indirectly, have a material and adverse effect on our business, financial condition, results of operations and prospects.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations

We currently purchase a proportion of our pharmaceutical products and medical equipment from our suppliers in foreign currency (namely, U.S. dollars and SGD). Our Group is also exposed to fluctuations in VND as our representative office is located in Vietnam. Accordingly, our Group is exposed to fluctuations in the U.S. dollar and VND, against the SGD. An appreciation of any such foreign currency may result in an increase in the costs of our supplies. It is difficult to predict how market forces or government / international policy may impact fluctuations of the U.S. dollar, VND and/or SGD in the future, and there can be no assurance that the U.S. dollar, VND and/or SGD will not appreciate significantly in value in the future.

In the event that such fluctuations in the relevant foreign currency are substantial, and we are unable to pass on our costs to users, our earnings, financial position and results of operations may be materially and adversely affected.

At present, we do not have a formal policy for hedging against our foreign exchange exposure to the U.S. dollar, VND and/or SGD and have not used any hedging instruments due to the high associated costs. However, we will continue to monitor our foreign exchange exposure to the U.S. dollar, VND and/or SGD and we may employ hedging instruments to manage our foreign exchange exposure should the need arise.

Risks Related to Doing Business in Vietnam

Geopolitical risks may have an adverse impact on our business, financial condition and results of operations.

Certain aspects of our business operations are conducted in Vietnam, including the software development for our mobile application. The social conditions and political stability of Vietnam will also have a direct impact on the feasibility in conducting such business operations in Vietnam. Our future business operations in Vietnam where the economy and legal systems remain susceptible to risks associated with an emerging economy may be subject to higher geopolitical risks than developed countries. Unexpected social and political events such as the social unrests in Vietnam targeting Chinese-related businesses, and territorial and other disputes among neighboring countries in Asia may adversely affect our operations in Vietnam. Any social and political unrest, which are beyond our control, may give rise to various risks, such as loss of employment and safety and security risks to persons and properties and in turn adversely affect the Vietnam economy. Any such event may in turn have an adverse impact on our business, financial condition and results of operations.

The economy in Vietnam may be subject to periods of high inflation which could materially and adversely affect our business, financial condition and results of operations as well as our growth prospects.

Government anti-inflation policies and a decline in commodity and petroleum prices have led to a decrease in Vietnam’s inflation rate. While these inflation rates are lower than rates of earlier years, there can be no assurance that the Vietnamese economy will not be subject to future periods of high inflation. Should inflation in Vietnam increase significantly, our costs, including labor costs and transportation costs, are expected to increase. Furthermore, high inflation rates could have an adverse effect on Vietnam’s economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation rate in Vietnam could materially and adversely affect our business, financial condition and results of operations as well as our growth prospects.

Changes in the economic, political and legal environment of Vietnam, and Vietnam’s less developed legal system, may adversely affect our business, financial condition and results of operations.

Our future business operations in Vietnam are subject to the economic, political and legal environment in Vietnam. Vietnam’s economy differs from the economies of many countries in such respects as governmental involvement, level of development, growth rate, allocation of resources and inflation rate. Prior to the 1990s, Vietnam’s economy was largely a planned economy. Since about 1987, increasing emphasis has been placed on the utilization of market forces in the development of the economy. Although state-owned enterprises still account for a substantial portion of Vietnam’s industrial output, the Vietnamese government in general is reducing the level of direct control that it exercises over the economy through state plans and other measures. It is our understanding that there is an increasing level of freedom and autonomy in areas such as resource allocation, production and management and a gradual shift in emphasis to a market economy and enterprise reform.

The legal system of Vietnam also differs from most common law jurisdictions, in that it is a system in which decided legal cases have little precedential value. The laws and regulations are subject to broad and varying interpretations by government officials and courts. For vague regulations, the courts of Vietnam have the power to read implied terms into contracts, adding a further layer of uncertainty. As a result, government officials and courts often express different views from lawyers on the legality, validity and effect of a particular legal document. In addition, the views of governmental authority received on a particular issue have no binding effect or finality, so there can be no assurance that similar issues will be dealt with in a similar way by other governmental authorities. Furthermore, recognition and enforcement of legal rights through Vietnam courts, arbitration centers and administrative agencies in the event of a dispute is uncertain. As part of its transition from a planned economy to a more market-oriented one, the Vietnamese government has implemented a series of economic reforms. In preparation for Vietnam’s accession to the World Trade Organization in 2007, the Vietnamese government had also promulgated a series of laws and regulations on local and foreign investment, including the law on investment, which regulates investments in Vietnam, and the law on enterprises, which sets out the types of corporate vehicle investors may establish to carry out their investment projects. However, conflicting interpretations between local regulators in different provinces and between different ministries may create confusion over key issues. In the context of pursuing and maintaining economic reforms, the Vietnamese government has promulgated other laws and regulations in recent years designed to attract foreign investment and business development in Vietnam, which may intensify the competition in our industry.

Although the Vietnamese government has made progress in economic reform and the development of laws and regulations, there remain inherent uncertainties and inconsistencies in the interpretation, implementation and enforcement of laws and government policies. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition, depending upon the outcome of these experiments. Furthermore, there can be no assurance that the Vietnamese government will continue to pursue policies of economic reform or that any reforms will be successful or the impetus to reform will continue. If any of the changes adversely affect us or our business, or we are unable to capitalize on the economic reform measures of the Vietnamese government, our business, financial condition and results of operations could be adversely affected.

Asset realization in bankruptcy proceedings may be time-consuming and expensive.

Despite the improved Vietnamese law on bankruptcy that came into effect on January 1, 2015, there is significant uncertainty on its implementation and interpretation due to the lack of regulatory guidance and political sensitivities. Accordingly, the bankruptcy process in Vietnam may be complex, uncertain and time-consuming. After bankruptcy is declared, the general meeting of creditors may, subject to certain provisions of law, decide to apply either business rehabilitation or asset liquidation on the enterprise. However, in the event that any creditor or any participant in the general meeting of creditors has any objection to the resolution passed by the general meeting of creditors, it can request for a judicial review of the resolution. Upon review, the judge may convene another general meeting of the creditors if he finds reasonable grounds to do so. The decision to apply either business rehabilitation or asset liquidation on the enterprise must be confirmed by the judge before being implemented by the parties. Due to these complexities, a significant amount of time may pass before a creditor is able to recover from a Vietnamese debtor.

Vietnamese foreign exchange control may limit our ability to utilize our revenue effectively and affect our ability to receive dividends and other payments from our Vietnamese subsidiary.

Our operations are also based in Vietnam and therefore faces the risk of foreign exchange controls limiting our ability to receive dividends from our Vietnamese subsidiary in the future. At present, foreign invested enterprises in Vietnam are, subject to conditions, generally permitted to exchange VND into foreign currency at credit institutions licensed to provide foreign exchange services in Vietnam to repatriate profits and make outward remittances of foreign currency for the purchase of supplies and services, among others, provided that such foreign invested enterprise declares the intended use of the money and provides appropriate supporting documents. Such remittances are restricted to being made through registered accounts at authorized banks which are licensed to operate in Vietnam, and profits must first be converted into foreign currency prior to remittance. While under the Vietnamese government’s current foreign exchange policy, there is a low risk of foreign exchange controls restricting our ability to freely utilize our revenue and to receive dividends from our Vietnamese subsidiary, there can be no assurance that the Vietnamese government will not, in future, extend its foreign exchange controls to restrict or prevent profits from being repatriated by foreign invested entities. Such a change would limit our ability to receive dividends from our Vietnamese subsidiary, through which all of our revenue is generated, and would cause a material and adverse effect on our business, financial condition and results of operations.

The VND may be subject to foreign exchange controls imposed by the Vietnamese government.

In Vietnam, the currency is VND, which is not generally freely convertible into other currencies. Under certain conditions, such as fulfilment of Vietnam’s financial obligations, the Vietnamese government allows foreign invested enterprises to convert VND into other currencies for repatriation of profits from their Vietnam operations abroad. However, there can be no assurance that such rules and regulations will not be subject to change in the future and any tightening of foreign control laws in Vietnam may impair our ability to repatriate profits from our Vietnamese operations to our Company. If any of the above occurs, our business, results of operations and financial condition may be materially and adversely affected.

Risks Related to Regulations and Litigations

We are subject to extensive and evolving regulatory requirements, non-compliance with which, or changes in which, may materially and adversely affect our business and prospects.

Many of our business operations are highly regulated. See “Regulation.” Our business is subject to laws, regulations, licensing and accreditation requirements in Singapore and other countries where we may operate. Such laws, regulations, licensing and accreditation requirements cover many aspects of our business, including, but not limited to:

The qualifications and practicing activities of our medical professionals, nurses and assistants are strictly regulated under the laws and regulations of the jurisdictions in which we may operate, as well as by other applicable codes of professional conduct or ethics. If our medical professionals and nurses fail to comply with their professional licensing requirements, we may be subject to administrative penalties including fines, loss of licenses or restrictions on our medical facility operations, which could materially and adversely affect our business and reputation.

In addition, there are various licensing requirements governing different aspects of our business with which we must comply and which may impose conditions that may restrict our operations. Regulatory authorities may exercise broad discretion in assessing our compliance with licensing requirements, varying licensing requirements or introducing new licensing requirements, and we may incur significant costs and suffer operational restrictions that could be harmful to our business.

Our pharmaceutical services business is also regulated by various healthcare laws and regulations and we are subject to, among others, licensing and certification requirements, product registration requirements, quality and safety standards and periodic renewal and reassessment procedures. For example, we are required to possess various permits, licenses or certifications to provide our services and products, and the third parties on whom we rely to sell and distribute our products are subject to similar requirements. If we or these third parties are unable to obtain or renew such permits, licenses or certifications in a timely manner, or at all, we and/or such third parties may not be able to provide the relevant services and/or sell or distribute the relevant products in the relevant jurisdiction and our business operations in such jurisdiction may be materially disrupted. As a licensed wholesaler of pharmaceutical products, we are required by the relevant laws and regulations to only supply such products to certain specified persons, such as licensed retail pharmacies, licensed healthcare institutions and qualified healthcare professionals. While we have implemented measures to prevent unauthorized persons from purchasing pharmaceutical products from us (for example, we require persons who wish to open a purchasing account with us to provide us with copies of the relevant licenses to establish that they are registered healthcare professionals and we only deliver to the address of the account holder), there is a risk that unauthorized persons may nevertheless, fraudulently or otherwise, manage to create a purchasing account with us and/or acquire pharmaceutical products from us. In such an event, we may be exposed to civil and criminal liability under the relevant laws and regulations.

Furthermore, the introduction of new services and products may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate permits, licenses or certificates as well as expending additional resources to monitor developments in the relevant regulatory environment. The failure to adequately comply with these future laws and regulations may delay, or possibly prevent, some of our products or services from being offered to users, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

Changes to existing laws, regulations and guidelines, or the introduction of new laws, regulations and guidelines could also have a negative impact on our operations, even if such laws and regulations are not directly applicable to us. Should there be any subsequent modifications, additions or new restrictions to the current compliance standards, we may incur additional costs or administrative burdens in complying with the new or modified standards which may materially and adversely affect our profitability and, consequently, our business, financial condition, results of operations and prospects.

As we expand our international operations, we will increasingly face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or are more significant than in our domestic operations. Our exposure to these risks is expected to increase.

As we expand our international operations, we will increasingly face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or that are more significant than in our domestic operations. These risks vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Our international services and products need to meet country-specific user preferences as well as country-specific legal requirements, including those related to licensing, digital health, privacy, data storage, location, protection and security. Our ability to conduct digital health services internationally is subject to the applicable laws governing remote healthcare and the practice of medicine in such location, and the interpretation of these laws is evolving and vary significantly from country to county and are enforced by governmental, judicial and regulatory authorities with broad discretion. Nonetheless, we cannot be certain that our interpretation of such laws and regulations is correct in how we structure our operations, our arrangements with physicians, services agreements and customer arrangements.

Our international operations increase our exposure to, and require us to devote significant management resources to implement controls and systems to comply with the privacy and data protection laws of non-U.S. jurisdictions and the anti-bribery, anti-corruption and anti-money laundering laws of the U.S. (including the Foreign Corrupt Practices Act of 1977) and the United Kingdom (including the Bribery Act) and similar laws in other jurisdictions. Implementing our compliance policies, internal controls and other systems upon our expansion into new countries and geographies may require the investment of considerable management time and financial and other resources over a number of years before any significant revenues or profits are generated. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or employees, restrictions or outright prohibitions on the conduct of our business and significant brand and reputational harm. We must regularly reassess the size, capability and location of our global infrastructure and make appropriate changes, and must have effective change management processes and internal controls in place to address changes in our business and operations.

Our success depends, in part, on our ability to anticipate these risks and manage these difficulties, and the failure to do so could have a material adverse effect on our business, operating results, financial position, brand, reputation and/or long-term growth. Our international operations require us to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes and time zones. Our international operations encounter labor laws, customs and employee relationships that can be difficult, less flexible than in our domestic operations and expensive to modify or terminate. In some countries where we are required to, or choose to, operate with local business partners in the future, this may require us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges.

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our brand and reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies governing the telehealth solutions business vary from jurisdiction to jurisdiction. The application of these types of laws to our operations continues to be difficult to predict but could pose operational challenges for us in the future. As laws vary from jurisdiction to jurisdiction, our services must be continually monitored for compliance with the various rules and requirements, which may change from time to time. Furthermore, the costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. The applicable laws, regulations, standards and policies in the different jurisdictions in which our users are located continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise materially and adversely affect our business, financial condition, results of operations and prospects.

We may be involved in certain legal proceedings from time to time. Any adverse decision in such proceedings may render us liable to liabilities and may adversely affect our business, financial condition, results of operations and prospects.

We may be involved in legal proceedings from time to time. In addition to the related costs, managing and defending in legal proceedings can divert our management’s attention from our business. We may also need to pay damages to settle claims with a substantial amount of cash. Any of these could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Class A Ordinary Shares and This Offering

There has been no public market for our Class A Ordinary Shares prior to the completion of this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to the completion of this offering, there has not been a public market for our Class A Ordinary Shares. We plan to apply for the listing of our Class A Ordinary Shares on the Nasdaq Capital Market. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The validity of certain issuances and transfers of shares of our Company cannot be verified.

We are subject to laws and regulations governing our corporate administration and management, including corporate laws and regulations in relation to the issuances and transfers of shares of our Company, and there is no assurance that we will be able to maintain at all times full compliance with such laws and regulations. We have in the past encountered and may encounter corporate secretarial irregularities, which may conflict with or affect the validity of corporate actions we take or have taken. These past corporate secretarial irregularities include records of waivers or approvals of shareholders of their rights of pre-emption and rights of first refusal under the memorandum and articles of association of our Company effective at the relevant time and/or under the shareholder agreement, subscription agreement or investment agreement entered into with such shareholders not having been obtained prior to issuances and transfers of shares of our Company.

In the event such legal proceedings or claims are commenced against our Company, we may have to devote substantial time and resources to defending such proceedings and such proceedings may also divert the attention of our management from our core business. Further, in the event a claimant successfully challenges the validity of a transfer or allotment, certain corporate actions may be considered void or we may be required to issue or transfer certain shares to the claimant. If the foregoing events occur, it could adversely affect our business, financial condition, results of operations and prospects.

In view of such past corporate secretarial irregularities, we have put in place measures to prevent and/or minimize the recurrence of such issues, including but not limited to, engaging professional staff, including legal and financial personnel where necessary, to handle such corporate secretarial matters, and performing close follow-ups with the professional corporate secretarial agents to assist with the day-to-day oversight of such corporate secretarial matters. Accordingly, we are of the view that such internal controls and procedures established and maintained by our Company are adequate and effective in order to prevent and/or minimize the recurrence of such issues going forward.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the Underwriters, and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering, upon completion of the offering, you will incur immediate dilution of $4.19 per share, assuming an initial public offering price of $4.50. See “Dilution”. In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to the completion of this offering, we have been a private company with limited accounting personnel. Furthermore, prior to the completion of this offering, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our Class A Ordinary Shares.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis”.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have already adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our Board or as executive officers.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs; (b) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion; (c) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Class A Ordinary Shares that are held by non-affiliates is US$700.00 million or more as of the last business day of our most recently completed second fiscal quarter; and (d) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an “emerging growth company”, or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 19,671,750 Class A Ordinary Shares are issued and outstanding before the consummation of this offering and 2,250,000 Class A Ordinary Shares will be issued and outstanding immediately after the consummation of this offering. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The trading price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, which could result in substantial losses to investors.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalized company with relatively small public float after this offering, we may experience greater stock price volatility, lower trading volume and less liquidity than large-capitalized companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices due to factors beyond our control. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, financial condition, results of operations and prospects.

Our dual-class voting structure will limit your ability to influence corporate matters requiring shareholder approval, and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our authorized share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to 10 votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. We will issue Class A Ordinary Shares in this offering.

Upon the completion of this offering, Siaw Tung Yeng, Teoh Pui Pui, Siaw Tun Mine and Denis Christopher Nyam Ngian Kwong will beneficially own all of our then issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately 35.5% of our total issued and outstanding share capital immediately after the completion of this offering and approximately 84.6% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriter does not exercise the over-allotment option. As a result of the dual-class share structure and the concentration of ownership, holders of Class B Ordinary Shares will have considerable influence over corporate matters requiring shareholder approval, such as election of directors, amendment of constitutional documents including our memorandum and articles of association, and significant corporate transactions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of our Company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of our Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use the net proceeds from this offering for working capital and other corporate purposes. See “Use of Proceeds.” However, our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the trading price of our Class A Ordinary Shares. The net proceeds from this offering may be placed in investments that do not produce income or that lose value. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

As we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our Board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer Board members will be exercising independent judgment and the level of Board oversight on the management of our company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection to investors.

Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S. issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

Our Board may decline to register transfers of Class A Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades, transactions or transfers of Class A Ordinary Shares entered into through the facilities of a stock exchange or automated quotation system on which our Class A Ordinary Shares are listed or traded from time to time, our Board may, in its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any Ordinary Share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares transferred are free of any lien in favor of us; and (vi) a fee of such maximum sum as the Nasdaq Capital Market may determine to be payable, or such lesser sum as our Board may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange, be suspended and our register of members closed at such times and for such periods as our Board may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed on the Nasdaq Capital Market, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with Depository Trust Company (“DTC”)/Cede & Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the “DTC” systems.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our Articles of Association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of the Company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Advance notice of not less than seven days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of, at the time when the meeting proceeds to business, at least one shareholder present or by proxy, representing not less than one-third of all votes attaching to the issued and outstanding shares in the Company entitled to vote at such general meeting of the Company.

If we are classified as a passive foreign investment company, U.S. taxpayers who own our Class A Ordinary Shares may have adverse U.S. federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either:

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

Based on the current and projected composition of our income and assets (including the amount of cash we raise in this offering), and the expected value of our assets, including goodwill, which is based in part on the expected price of our Class A Ordinary Shares in the offering, we do not expect to be a PFIC for the current taxable year. However, because PFIC status is determined on an annual basis, and therefore our PFIC status for the current taxable year and any future taxable year will depend upon the future composition of our income and assets, there can be no assurance that we will not be a PFIC for any taxable year.

If we are a PFIC for any taxable year (or portion thereof) during which a U.S. taxpayer holds Class A Ordinary Shares, we generally would continue to be treated as a PFIC with respect to that U.S. taxpayer for all succeeding years during which the U.S. taxpayer holds such Class A Ordinary Shares, even if we ceased to meet the threshold requirements for PFIC status. In such case, such a U.S. taxpayer generally will be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance with certain reporting requirements. We do not intend to provide the information that would enable investors to make a qualified electing fund election that could mitigate the adverse U.S. federal income tax consequences should we be a PFIC. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of owning and disposing of Class A Ordinary Shares if we are to become classified as a PFIC.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Taxation— United States Federal Income Tax Considerations.”

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we make a liquidating distribution, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or its share premium account, provided that in no circumstances may a dividend be paid out of the share premium account if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Our Company and any director or manager of the Company who knowingly and willfully authorizes or permits any distribution or dividend to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would commit an offense and may be liable to a fine of Cayman Islands dollars 15,000 and to imprisonment for five years in the Cayman Islands.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the U.S. and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the U.S. courts.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Memorandum and Articles of Association, as amended and by the Companies Act (As Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the English courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to bring an action against us or against these individuals outside of the United States, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company, the register of mortgages and charges and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our memorandum and articles of association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

The offering price of the primary offering and resale offering could differ.

The offering price of our Class A Ordinary Shares in the initial public offering has been determined by negotiations between the Company and the underwriter. The offering price in the initial public offering bears no relationship to our assets, earnings or book value, or any other objective standard of value. The selling shareholders may sell the resale shares at prevailing market prices or privately negotiated prices after close of the offering and listing of the Class A Ordinary Shares on Nasdaq. Therefore, the offering prices of the initial public offering and resale offering could differ. As a result, the purchasers in the resale offering could pay more or less than the offering price in the primary offering.

Resales of our Class A Ordinary Shares in the public market by the Selling Shareholders may cause the market price of our Ordinary Shares to decline.

Resales of 2,574,750 Class A Ordinary Shares by our Selling Shareholders from time to time, after the closing of this offering, could compete with the resale of the Class A Ordinary Shares purchased from this offering and have the effect of depressing the market price for our Class A Ordinary Shares.

Special Note regarding Forward-Looking Statements

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “aim,” “anticipate,” “believe,” “continue,” “estimate,” “expect,” “hope,” “intend,” “is/are likely to,” “may,” “plan,” “potential,” “predict,” “target,” “will,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The industries in which we operate may not grow at the rate projected by market data, or at all. Failure of those industries to grow at the projected rate may have a material and adverse effect on our business and the market price of the Class A Ordinary Shares. In addition, the rapidly evolving nature of this industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information 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 publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Use of Proceeds

We estimate that we will receive net proceeds from this offering of approximately US$8.6 million, or approximately US$10.0 million if the underwriter exercises its option to purchase additional Class A Ordinary Shares in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$4.50 per Class A Ordinary Share, the mid-point of the estimated range of the initial public offering price shown on the front cover page of this prospectus. Each US$1.00 increase (decrease) in the assumed initial public offering price of US$4.50 per Class A Ordinary Share would increase (decrease) the net proceeds of this offering by US$2.1 million, or approximately US$3.8 million if the underwriter exercises its option to purchase additional Class A Ordinary Shares in full.

We plan to use the net proceeds of this offering as follows:

The precise amounts and percentage of the net proceeds we would devote to particular categories of activity will depend on prevailing market and business conditions as well as particular opportunities that may arise from time to time. This foregoing expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of the net proceeds will depend on business and market conditions as they develop. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the net proceeds of this offering differently than as described in this prospectus. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and This Offering — Our Management Has Broad Discretion to Determine How to Use the Funds Raised in the Offering and May Use Them in Ways that May not Enhance our Results of Operations or the Price of Our Class A Ordinary Shares.”

Pending any use of proceeds described above, we plan to invest the net proceeds from this offering in short-term, interest-bearing, debt instruments or demand deposits.

Although we may use a portion of the net proceeds for the acquisition of, or investment in, companies, technologies, products or assets that complement our business, we have no present understandings, commitments or agreements to enter into any acquisitions or make any investments. We cannot assure you that we will make any acquisitions or investments in the future.

We will not receive any of the proceeds from the sale of the Class A Ordinary Shares being offered by the Selling Shareholders.

Dividend Policy

Our board of directors (“Board”) has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the Board. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that, in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board may deem relevant.

We have not previously declared or paid any cash dividends and we do not have any present plan to pay any cash dividends on our Class A Ordinary Shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Capitalization

The following table sets forth our capitalization as of June 30, 2023:

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The discussion and table above exclude exercise of any outstanding options pursuant to our share incentive plan after June 30, 2023. See “Management—2023 Employee Incentive Plan” for details of these awards.

Dilution

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share and our net tangible book value per both Class A and Class B Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the book value per both Class A and Class B Ordinary Share attributable to the existing shareholders for our presently outstanding Class A and Class B Ordinary Share.

Our net tangible book value as of June 30, 2023 was US$1.3 million, or US$0.04 per both Class A and Class B Ordinary Share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per both Class A and Class B Ordinary Share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$4.50 per Class A Ordinary Share, which is the mid-point of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after June 30, 2023, other than to give effect to our sale of the Class A Ordinary Shares offered in this offering at the assumed initial public offering price of US$4.50 per Class A Ordinary Share, the mid-point of the estimated range of the initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2023 would have been US$9.8 million, or US$0.29 per both Class A and Class B Ordinary Share. This represents an immediate increase in net tangible book value of US$0.25 per both Class A and Class B Ordinary Share to the existing shareholders and an immediate dilution in net tangible book value of US$4.19 per Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The following table illustrates such dilution:

Each US$1.00 increase (decrease) in the assumed public offering price of US$4.50 per Class A Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$2.1 million, the pro forma as adjusted net tangible book value per Class A and Class B Ordinary Share after giving effect to this offering by US$0.06 per both Class A and Class B Ordinary Share and the dilution in pro forma as adjusted net tangible book value per Class A Ordinary Share to new investors in this offering by US$0.06 per both Class A and Class B Ordinary Share, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2023, the differences between existing shareholders and the new investors with respect to the number of both Class A and Class B Ordinary Shares purchased from us, the total consideration paid and the average price per Class A Ordinary Share paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of Class A Ordinary Shares does not include Class A Ordinary Shares issuable upon the exercise of the over-allotment option granted to the underwriter.

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

Enforceability of Civil Liabilities

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to:

Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in Singapore, and substantially all of our assets are located in Singapore. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, or to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. See “Risk Factors – Risks Related to Our Class A Ordinary Shares and This Offering – You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the U.S. courts.”

We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Harney Westwood & Riegels Singapore LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands will allow shareholders of our company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty regarding Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. We have been further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a final and conclusive monetary judgment for a definite sum obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that:

(a) the foreign court had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

(b) the judgment given by the foreign court was not in respect of penalties, fines, taxes or similar fiscal or revenue obligations;

(c) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the foreign court;

(d) recognition or enforcement in the Cayman Islands would not be contrary to public policy; and

(e) the proceedings pursuant to which judgment was obtained were not contrary to the principles of natural justice.

Singapore

There is uncertainty as to whether the courts of Singapore would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Singapore against us or our directors or officers predicated upon the securities laws of the United States.

In making a determination as to enforceability of a judgment of the courts of the United States, and subject to the Singapore courts having jurisdiction over the judgment debtor, the Singapore courts would have regard to whether the judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, an in personam foreign judgment that is final and conclusive (that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by the court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject to an appeal), given by a competent court of law having jurisdiction over the parties subject to such judgment, and for a fixed and ascertainable sum of money, may be enforceable as a debt in the Singapore courts under common law unless procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to fundamental public policy, or if the judgment would conflict with earlier judgment(s) from Singapore or earlier foreign judgment(s) recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws (save where any such component of the judgment can be duly severed from the rest of the judgment sought to be enforced). Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States awarding punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision.

Corporate History and Structure

Corporate History

Our Group’s history began in 2016 when we were founded by Dr. Siaw Tung Yeng and Dr. Teoh Pui Pui along with a group of doctors in Singapore with considerable experience in healthcare, government policy and IT. We launched our MaNaDr mobile application in October 2016 and our website in January 2019. Since September 2023, our MaNaDr mobile application and website have a global reach and we had active users from more than 18 various jurisdictions across the world, including Singapore, Vietnam, Malaysia, Australia, India and the Philippines. As at October 31, 2023, we had onboarded more than 700 Singapore clinics and more than 1,500 medical professionals comprising GPs, specialized and allied health providers. We had also recorded more than 120,000 teleconsultation requests in October 2023 and as at October 31, 2023, we have completed more than 1,600,000 tele-consultation requests since our inception in 2016. As at October 31, 2023, we had more than 1 million registered users on our MaNaDr platform, having grown from a handful of registered users since our inception in 2016.

Our Company was incorporated in the Cayman Islands on July 28, 2016, under the Companies Act as an exempted company with limited liability. Our authorized share capital is US$50,000 divided into 6,250,000,000 Class A Ordinary Shares and 6,250,000,000 Class B Ordinary Shares, with par value of US$0.000004 each.

Corporate Structure

The following diagram illustrates our corporate structure, including our principal subsidiaries:

Key Milestones

The table below sets forth the key development milestones in our Group’s history.

Selected Consolidated Financial And Other Data

The following selected consolidated financial data for the years ended June 30, 2023 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS

SUMMARY CONSOLIDATED BALANCE SHEETS

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in “Selected Consolidated Financial and Other Data” and our historical consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements.

Overview

We are a leading telehealth solutions provider in Singapore in terms of various matrices, such as the number of patient consultations per day and the ranking of our mobile application. We focus on delivering superior in-app experiences to both our healthcare providers and patients. We have the largest number of teleconsultations per day in August 2023, and are amongst the fastest-growing telehealth solutions providers in Singapore, according to the industry market research by Frost & Sullivan.

We enable and empower healthcare professionals to focus on the delivery of care to their patients through our unified, hybrid and AI-enabled care platform, developed by our founders who collectively have over 30 years of healthcare and medical informatics experiences. We are passionate about solving global healthcare challenges, and concentrate our efforts to provide simple, easy-to-understand, affordable and accessible healthcare solutions regionally.

Key Factors that Affect Operating Results

We believe the key factors affecting our financial condition and results of operations include the following:

Our ability to maintain users’ trust.

Our ability to maintain users’ trust in the services and product offerings on our MaNaDr platform is primarily affected by the following factors:

Our ability to manage the growth of our business and operations or implement our business strategies on schedule or within our budget.

Our business has become increasingly complex in terms of both the type and scale of business we operate. Our ability to successfully execute our plans, including product development roll-out, marketing and branding, obtaining and continued compliance with relevant regulatory laws, regulations and requirements in Singapore and other jurisdictions where we may operate will significantly impact our financial results and conditions.

Our ability to price our products and services or manage our cost effectively.

We are subject to risks of rising business costs due to, amongst others, tight labor market conditions for talents. Depending on our ability to price and manage our costs of operations, our margins may be subject to changes going forward.

Fluctuations in exchange rates.

We operate mainly in multiple markets, which exposes us to the effects of fluctuations in currency exchange rates as we report our financials and key operational metrics in USD. In the event that such fluctuations in the relevant foreign currency are substantial, and we are unable to pass on our costs to users, our earnings, financial position and results of operations may be materially and adversely affected.

Number of MAU and MPU.

MAU by age group and MPU by age group are the key metrics used by us. MAU by age group refers to the count of users with specific age segments who have engaged with a product and service within a given month. This metric is used by us to understand the distribution of user engagement across different age categories and to customize the strategies accordingly. It provides insights into the popularity of a product among different age segments, aiding in the assessment of user engagement trends and potential growth opportunities. By understanding which age groups are most active, we can customize the marketing campaigns, user experiences, and product features to better cater to the preferences and needs of specific age cohorts. The formula for calculating MAU by age group involves identifying users within each age category who have interacted with the product or service in a given month. The steps involved are as follows:

(1) Divide the users into different age groups.

(2) For each age group, count the number of users who have engaged with the product and service within the past month.

(3) Sum up the user counts from each age group to get the total MAU by age group.

MPU by age group provides valuable insights into the spending behavior and preferences of different age segments. We use this information to optimize the pricing strategies, tailor marketing efforts, and develop products or features that resonate with specific age groups. Understanding which age categories contribute the most to revenue allows us to allocate resources effectively and prioritize customer retention strategies. The formula for calculating MPU by age group involves identifying users within each age category who have made payments or transactions within a given month. The steps involved are similar to those for MAU:

(1) Divide the users into different age groups.

(2) For each age group, count the number of users who have made payments or transactions within the past month. (3) Sum up the user counts from each age group to get the total MPU by age group.

Discussion of Consolidated Results of Operations for Years ended June 30, 2023 and 2022

The following table sets forth our summarized consolidated statement of operations data for the years ended June 30, 2023 and 2022 and the dollar and percentage change between the respective periods:

Revenue

Our revenues are derived mainly from the provision of telemedicine and other services, sale of medicine and medical devices. Our revenue increased by 12.7% to $7.9 million for financial year ended June 30, 2023, as compared to $7.0 million for financial year ended June 30, 2022.

The $0.9 million increases in our revenue between financial year ended June 30, 2023 and 2022 was mainly due to the increased revenue contribution of $0.8 million from our telemedicine segment and $0.1 million from sale of medicine and medical devices segment.

The following table summarized our revenue breakdowns for the financial year ended June 30, 2023 and 2022:

Telemedicine and other services

The increase in telemedicine revenue was driven by revenue contribution from private sector as following.

Telemedicine revenue derived from public sector represents revenue generated from contracts with the relevant authorities and departments of the Singapore government. The decrease in revenue from the public sector was primarily driven by the lower patient volumes infected with COVID-19 who were using our telemedicine services through the relevant authorities and departments. As the COVID-19 infection numbers fell over the periods, the demand for COVID-19 related telemedicine services had fallen from about 113,000 cases for the financial year ended June 30, 2022 to about 5,000 cases for the financial year ended June 30, 2023.

Despite the drop in the telemedicine revenue derived from public sector, we manage to convert patients who have used our services through the relevant Singapore authorities and departments to continue using our services through our MaNaDr platform.

As a result, telemedicine revenue derived from private sector increased to $6.7 million for the financial year ended June 30, 2023, as compared to $1.5 million for the financial year ended June 30, 2022. This more than offsets the decrease in telemedicine revenue derived from public sector, resulting in an overall increase in revenue from our telemedicine segment. The number of private telemedicine transactions on our MaNaDr platform increased by about 515.9% when compared with the financial year ended June 30, 2022. The majority of these private telemedicine transactions are paid immediately with credit cards, which differs from other companies which might require reimbursement from other payors. The increase was primarily attributable to the increase in the number of users as well as the higher usage rate per user in our MaNaDr platform.

With the stable global and local COVID-19 situation, Singapore’s multi-ministry taskforce had announced that from February 13, 2023, Singapore will lower its Disease Outbreak Response System Condition level from Yellow to Green. As a result, we expect telemedicine revenue from the public sector to continue to decline and will not report the split between telemedicine revenue from the public sector and the private sector going forward.

The other services mainly refer to the Company’s clinic business which only started the operation from September 1, 2022.

Sale of medicine and medical devices

Revenues derived from sale of medicine and medical devices increased by about $0.1 million due mainly to higher medicine product sales in line with an increase in revenue contribution from in-app medicine sales.

Cost of revenue

Cost of revenue increased by $1.7 million for the financial year ended June 30, 2023. The increase was mainly due to an increase in healthcare provider and medicine costs, resulting in a lower gross margin when compared to the financial year ended June 30, 2022.

Salaries and benefits

Salaries and benefits were about $2.4 million for the financial year ended June 30, 2023, as compared to about $1.0 million for the financial year ended June 30, 2022. The increase was mainly due to the increase in staffing from 57 as at June 30, 2022 to 92 as at June 30, 2023 to support our increased needs in staffing for our operations, software development, business development departments.

Depreciation and amortization expenses

Depreciation and amortization expenses remained stable at approximately $95,000 and $87,000 for the financial years ended June 30, 2023 and 2022 respectively.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $1.3 million to $1.9 million for the financial year ended June 30, 2023. The increase was mainly due to the increase in IPO-related professional fees incurred.

Other income, net

Other income, net remained stable at approximately $75,000 and $65,000 for the financial years ended June 30, 2023 and 2022 respectively.

Income tax expense

We did not incur any income tax expense for the financial year ended June 30, 2023 as we incurred a loss before income tax of $3.2 million.

Net (loss) income

As a result of the foregoing, we incurred a net loss of $3.2 million for the financial year ended June 30, 2023 as compared to a net income of $0.1 million for the financial year ended June 30, 2022.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through proceeds received from shareholder loan (see the section headed “Index to Consolidated Financial Statements” in the prospectus for further details), sales of equity securities and payments received from our customers. As of June 30, 2023, our principal sources of liquidity were cash and cash equivalents of approximately $2.2 million.

We believe that our existing sources of liquidity, along with cash expected to be generated from sales and services, will be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months from the issuance of the financial statements included elsewhere in this prospectus. In the event we are unable to achieve profitable operations in the near term, we may require additional equity and/or debt financing; however, we cannot provide assurance that such financing will be available to us on favorable terms, or at all. See the section headed “Risk Factors – Risks Related to Our Business and Industry – We May Need Additional Capital but May Not Be Able to Obtain Such on Favorable Terms or at All” in the prospectus for further details.

Our primary uses of cash have been used in the furtherance of growing our business, development of operations, establishing our staffing and investment in our technology platform. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

The following table presents a summary of our cash flow activity for the periods set forth below:

Cash Flow Activities for the Years Ended June 30, 2023 and 2022

Net Cash (Used in) Provided by Operating Activities

For the year ended June 30, 2023, cash used in operating activities was approximately $2.2 million. This consisted of net loss of approximately $3.2 million, adjusted for non-cash items of approximately $0.3 million and net changes in operating assets and liabilities of approximately $0.7 million. Non-cash items primarily consisted of depreciation and amortization expense of approximately $0.2 million and allowance for doubtful debts of approximately $0.1 million. The net changes in operating assets and liabilities were primarily driven by an increase of approximately $0.7 million in account payable and an increase of $0.4 million in accruals and other current liabilities, partially offset by the increase of approximately $0.2 million in other current assets, a decrease in operating lease assets and liabilities, net of approximately $0.1 million and the decrease in income taxes payable of approximately $0.1 million.

For the year ended June 30, 2022, cash provided by operating activities was approximately $1.0 million. This consisted of net income of approximately $0.1 million, adjusted for non-cash items of approximately $0.1 million and net changes in operating assets and liabilities of approximately $0.8 million. Non-cash items primarily consisted of depreciation and amortization expense of approximately $0.1 million. The net changes in operating assets and liabilities were primarily driven by a decrease of approximately $0.1 million in accounts receivable due to timing of collections, an increase of approximately $0.3 million in accounts payable, an increase of $0.3 million in accruals and other current liabilities and an increase of approximately $0.1 million in income taxes payable.

Net Cash Used in Investing Activities

Cash used in investing activities was approximately $0.2 million for the year ended June 30, 2023, which primarily consisted of purchase of property and equipment.

Cash used in investing activities was approximately $15,000 for the year ended June 30, 2022, which primarily consisted of purchase of property and equipment.

Net Cash (Used in) Provided by Financing Activities

Cash used in financing activities for the year ended June 30, 2023 was approximately $5.8 million, which primarily consisted of repurchase of Class A Ordinary Shares issued amounting to approximately $6.6 million, and partially offset by proceeds from sale of our Class A Ordinary Shares of approximately $0.8 million.

Cash provided by financing activities for the year ended June 30, 2022 was approximately $9.2 million, which primarily consisted of approximately $9.7 million of proceeds from the sale of our Class A Ordinary Shares, and partially offset by repayments on advances due to our director of approximately $0.5 million.

Commitments and Contingencies

The following table summarizes our contractual obligations and commitments as of June 30, 2023:

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment evolves.

We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. See Note 2 to our consolidated financial statements appearing at the end of this prospectus for a description of our other significant accounting policies.

Revenue Recognition

The Company follows the revenue requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards Codification (“ASC”) 606”). The core principle underlying the revenue recognition of this ASC allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expect to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

To achieve that core principle, the Company applies a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company derives revenue from two main segments: (1) telemedicine and other services; and (2) sale of medicine and medical devices.

Telemedicine and other services

Telemedicine services are provided to both the private sector and public sector. The Company earns telemedicine services revenue from private sector by providing teleconsultation services to patients who have subscribed to MaNadr APP by contractual service providers and sale of prescribed medicine. Telemedicine revenue derived from public sector represents revenue generated from contracts with the relevant authorities and departments of the Singapore government by providing teleconsultation services to patients identified by the authorities and departments of the Singapore government. Telemedicine services with prescribed medicine are two distinct performance obligations with standalone prices that are fixed and paid post rendering of teleconsultation service with patients. Prescribed medicine will be delivered to the customer on the same day. The amount paid by the patient is then allocated to each performance obligation in a contract based on its relative standalone selling price (“SSP”). The SSP is the observable price at which we sell the product or service separately.

Revenue from teleconsultation services and sale of prescribed medicine are recognized at a point in time when the services are rendered and the products are delivered to the customers respectively.

The Company considers the following indicators amongst others when determining whether it is acting as a principal in the contract where revenue would be recorded on a gross basis:

The services are rendered by the Company’s in-house doctors and external providers who are registered and credentialed to deliver care on MaNaDr platform. The Company contracts with the external service providers who are paid based on the consultation fee set by the Company. Patient contracts with the Company and make payment on the MaNadr platform. In these arrangements, as the Company assumes a principal role in the transaction, revenue is recognized gross. The Company has the right to determine the service price to patients and is responsible for the holding and fulfilment of prescribed medicine to the patients, the Company assumes the credit risk and rewards of ownership of the inventory. Accordingly, the Company accounts for the telemedicine service contracts on a gross basis.

The Company also provided the medical consultation services for the physical walk-in patients in its own clinic. The services are rendered by the Company’s in-house doctor who is registered and credentialed to deliver care for the physical walk-in patients, as well as sale of prescribed medicine.

Sale of medicine and medical devices

The Company sells prescription drugs, non-prescription drugs and healthcare products to clinics and end customers offline and online. The online transactions are performed through MaNaShop/MaNaStore. These products are purchased by the Company as inventory for onward sale to customers. Revenue from sale of these products under direct sales model is recognized on a gross basis upon delivery of the medicines or products to the customers. For products that are not purchased by the Company as inventory for onward sale to customers through online market model , the Company facilitates setting product prices with vendors. The Company is not responsible for fulfilling the contracts being provided to the customers nor does the Company have inventory risk related to the contracts. Revenue from sales of these products is recognized on a net basis upon delivery of the medicines or products to the customers.

Intangible Assets, net

Intangible assets represent the MaNadr platform, patents and trademarks. These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition. The useful life of the intangible assets is assessed to be finite and amortization is computed using the straight-line method over the estimated useful lives or 3 to 10 years based upon the future cash flows attributable to the asset.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets (asset groups), including property and equipment, definite-lived intangible assets and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of its asset (asset group) may not be fully recoverable. When these events occur, the Company measures impairment by comparing the carrying amount of the assets to the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset (asset group), the Company recognizes an impairment loss based on the excess of the carrying amount of the asset (asset group) over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the years ended June 30, 2023 and 2022, no impairment of long-lived assets was recognized.

Leases

The Company is a lessee of non-cancellable operating leases for its corporate office premise. The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancellable lease term in calculating the right-of-use assets and liabilities.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

The Company evaluates the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended June 30, 2023 and 2022, the Company did not have any impairment loss against its operating lease ROU assets.

Share-Based Compensation

In assessing the valuation of our common stock, we employed a comprehensive approach that combines both market and income methodologies to determine the enterprise value, or fair value of our business. The market approach involves estimating value by comparing our company to similar publicly traded entities within the same business sector, as well as examining secondary transactions involving our capital stock. A representative market value multiple is derived from comparable companies and applied to our company’s financial results to estimate its value. This approach also takes into account transaction prices from secondary sales of our capital stock by investors.

Conversely, the income approach calculates the fair value by considering the present value of the company’s anticipated future cash flows and the residual value beyond the forecast period. These future cash flows, including those beyond the forecast period for residual value, are discounted to their present values using an appropriate discount rate to reflect the inherent risks associated with the company achieving these estimated cash flows.

Following the completion of this offering, our common stock will be publicly traded, and we will rely on the closing price of our common stock, as reported on the date of grant, to determine the fair value of our common stock.

In our financial disclosures, we report option-based compensation expenses connected to option awards, recognizing these expenses based on the fair value of the granted awards. The determination of each option award’s fair value is conducted at the grant date, utilizing the Black-Scholes option pricing model. This model depends on subjective factors such as the fair value of our common stock, the expected lifespan of the option, the projected volatility of our stock price, prevailing risk-free interest rates, and the anticipated dividend yield. These factors, guided by management’s estimates, inherently involve uncertainties and the need for sound managerial judgment.

For the recognition of compensation expense, we adopt a straight-line approach throughout the required service period of the awards. Notably, our initial assumption for the rate of award forfeitures is set at 0%, allowing for a more precise allocation of compensation costs. We then adjust this cost to reflect the actual rate of forfeitures as they transpire. This methodology is in strict adherence to ASC 718 “Stock Compensation,” which necessitates the accurate measurement and recording of expenses for equity-based awards that are expected to vest, taking into account real forfeitures throughout the service period.

The application of the Black-Scholes model is sensitive to changes in its underlying assumptions. Variations in these assumptions could lead to significant adjustments in our reported stock-based compensation expenses in future periods.

Upon the successful completion of our IPO, the vesting of options awarded to employees and other stakeholders undergoes specific accounting treatment. This treatment is essential for accurately reflecting the impact of the IPO on our financial statements and ensuring compliance with Generally Accepted Accounting Principles (GAAP). Our proposed accounting approach is outlined to establish the Fair Value and Properly Recognize the Expense through to Proper Disclosures.

The vesting of options upon the IPO triggers an accounting recognition event. Any previously unrecognized option-based compensation expenses related to these vested options will be recognized on our income statement. This expense represents the cumulative compensation cost associated with the options that have now become fully vested.

As part of our financial disclosures for the financial year 2024, we will provide comprehensive information about the option granted on August 1, 2023 and December 18, 2023 and the impact of the IPO on our option-based compensation. This includes details on the number of options vested, the fair value at the date of vesting, and the corresponding expense recognized in the income statement. Our disclosures will ensure transparency and allow stakeholders to understand the financial implications of the IPO on our equity-based compensation programs. Any future vesting events will trigger similar accounting treatments, ensuring that our financial reporting remains accurate and in compliance with accounting standards.

Concentration and Credit Risks

The Company maintains cash with banks in Singapore (“SGN”). Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In Singapore, a depositor has up to S$75,000 insured by Singapore Deposit Insurance Corporation (“SDIC”).

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and cash equivalent and accounts receivable. The Company has designed its credit policies with an objective to minimize their exposure to credit risk. The Company’s accounts receivable are short term in nature and the associated risk is minimal. The Company conducts credit evaluations on its clients and generally does not require collateral or other security. The Company periodically evaluates the creditworthiness of the existing clients in determining the allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific clients.

For the years ended June 30, 2023 and 2022

Concentration of customers

None of the customers consisted of more than 10% of account receivables as of June 30, 2023 and 2022.

None of the customers accounted more than 10% of the Company’s total revenue for the year ended June 30, 2023. For the year ended June 30, 2022, customer A accounted for 66.04% of the Company’s total revenue.

Concentration of vendors

None of the suppliers accounted more than 10% of account payable as of June 30, 2023. As of June 30, 2022, supplier A and B, accounted for 14.21% and 15.77% of the account payable respectively.

For the year ended June 30, 2023, none of the suppliers accounted more than 10% of the Company’s total purchases. For the year ended June 30, 2022, supplier F, accounted for 19.33% of the Company’s total purchases.

Recent Accounting Pronouncement

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company made the election to delay the adoption of new or revised accounting standards.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements to Subtopic 205-10, presentation of financial statements”. The amendments in this Update improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the codification that reduce the likelihood that the disclosure requirements would be missed. The amendments also clarify guidance so that an entity can apply the guidance more consistently. Early application of the amendments is permitted for any annual or interim period which financial statements are available to be issued. The amendments in this Update should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption date. The adoption of this standard is not expected to have a significant impact on the Company.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and cash flows.

Industry Overview

All the information and data presented in this section have been derived from a report that was commissioned by us and prepared by Frost & Sullivan unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

Overview of the Integrated Smart Health-Tech Service Market

Definition and Limitation of Telehealth

Telehealth refers to the utilization of electronic information and telecommunications technologies to provide remote clinical healthcare, health-related education, public health services, and other healthcare functions. It encompasses various methods such as video conferencing, store-and-forward (which allows users to submit clinical information for evaluation without an in-person visit), and remote user monitoring. However, while telehealth offers valuable support, it is not a comprehensive solution for managing user care coordination, addressing healthcare costs, or alleviating the burden of diseases. It should not be considered a complete substitute for in-person visits, as it may not be suitable for all types of illnesses or clinical situations. Additionally, telehealth does not seamlessly integrate with offline health services. Compared to in-person interactions, remote communication lacks the natural physical presence, which can lead to potential misunderstandings and misinformation, especially in the making of critical medical decisions. As healthcare technology becomes more ingrained in standard care, the terms “telehealth” and “telemedicine” may gradually be replaced by the overarching concept of integrated smart health-tech services.

Overview of the Smart Health-Tech Service Market

Emerging as an evolved model of telehealth, the integrated smart health-tech service market overcomes the limitations of traditional telehealth approaches. It provides users with comprehensive direct-to-consumer healthcare solutions for managing their complete health journey. This market encompasses a wide range of offerings, including convenient online consultations, walk-in clinics, chronic disease management, online retail pharmacies, health knowledge forums, enterprise telehealth services, as well as wholesale services for pharmaceutical and healthcare products. It represents a more advanced and holistic approach as compared to traditional telehealth methods.

Source: Frost & Sullivan analysis

The Coverage of Smart Health-Tech Service Market

The integrated smart health-tech service market encompasses a broad spectrum of health-related services and products delivered through digital platforms and in-person settings. This includes telemedicine video conferencing software, remote user assessment tools, wearable monitoring devices and software, on-demand virtual healthcare portals, walk-in clinics, and various other offerings.

The Advantages of Smart Health-Tech Service Market

With its unique hybrid model, the integrated smart health-tech service market offers an intelligent and integrated solution that combines app-based telehealth with physical clinics. It caters to both B2B and B2C sectors through well-established commercial networks, which involve intricate interactions and transactions between users, providers, payors, and other stakeholders. Leveraging on digital technology, this market provides a more accessible means of delivering precise medicine and managing healthcare. By increasing access to physicians and specialists, these services ensure that users receive appropriate care at the right location and time. Moreover, the integrated smart health-tech service market fosters an ecosystem where users and healthcare professionals can engage in dialogue and share views on various healthcare issues and concerns. Effective communication, discussion, and consultation play a vital role in developing optimal treatment plans in the medical field. Consequently, integrated smart health-tech services promote more effective communication, precise diagnosis, and well-informed decision-making among experts, clinicians, and users alike.

Pain Points of Current Southeast Asia/General Overview of Singapore’s Healthcare Industry

Southeast Asia (“SEA”) consists of 11 independent nations situated along Asia’s continental curves and island archipelagos, including Brunei Darussalam, Timor-Leste, Singapore, Malaysia, Thailand, the Philippines, Indonesia, Vietnam, Laos, Cambodia, and Myanmar. Ten nations in SEA form the Association of Southeast Asian Nations (“ASEAN”). This region is home to over half a billion people living in countries with significant diversity, ranging from affluent nations like Singapore (GDP per capita: USD72.8 thousand) to less developed economies such as Laos (GDP per capita: USD2.5 thousand), Cambodia (GDP per capita: USD1.6 thousand), and Myanmar (GDP per capita: USD1.2 thousand), according to the World Bank. According to a report about the time spent using the internet in SEA, in 2021 shows that people in SEA tend to spend more time online each day than the global average. For instance, Filipinos indicate that they spend an average of almost 11 hours online each day, which is almost 60 percent more than the global average. The wide range of geographical and historical factors has led to significant disparities in health status and healthcare systems both across and within these nations. As compared to other global regions, the SEA region is undergoing a more rapid epidemiological shift, with the burden of disease transitioning from infectious to chronic illnesses. While there is an upward trend towards universal healthcare coverage in the SEA region, much more needs to be accomplished to ensure access to healthcare services for disadvantaged populations. The lack of experts and specialists in rural areas is a significant concern in certain countries, especially when it comes to diagnosing rare diseases and challenging symptoms.

In addition, there exists five principal challenges for SEA, including user inequalities in healthcare, inaccessibility in healthcare, complexities in obtaining correct healthcare in a timely manner, confusion due to the wide range of healthcare products and services available as well as the global healthcare burden of obesity and chronic diseases. Although Singapore stands out in the SEA region, ranking 10th in the 2022 World Index of Healthcare Innovation, and has notable performance in terms of its outstanding research universities and superior digital healthcare system, the following problems still exist in Singapore:

There exist significant health inequalities in Singapore, particularly in relation to educational attainment, with men and women of lower education levels being more likely to develop certain chronic diseases, as compared to those with post-secondary education. According to the Ministry of Health of Singapore, males with primary education or lower are 1.3 times more likely to have diabetes compared to their counterparts with post-secondary education. Similarly, females with primary education or below are 3.4 times, 1.9 times, and 1.4 times more likely to develop diabetes, hypertension, and high cholesterol, respectively, as compared to women with post-secondary education.

Universal healthcare access requires two conditions to be fulfilled: mandatory payment from those who can afford it and subsidies for those who are unable to afford it, ensuring responsible use of public funds. In Singapore’s public hospitals, at least 65% of the beds are heavily subsidized. Means testing, which started in 2009, ensures that all Singaporeans have access to high-quality healthcare without compromising on healthcare standards.

Long queues and waiting hours in hospitals, especially in the Accident and Emergency Department, pose a challenge. The complex nature of medical information can also make it difficult for users to comprehend their healthcare situation. On average, acute care hospital stays last 4.7 days, while the wait period for elective surgeries is typically one week.

Users often struggle to find the products and services required for their healthcare, leading to confusion and inefficient outcomes. For instance, a lack of clear and precise oral and written information from both the doctors and/or pharmacists on the management of prescribed medication has led to therapeutic failure as a result of users not comprehending instructions.

According to the 2019/2020 National Population Health Survey, after a minor drop in 2013 (8.6%) and 2017 (8.6%), the crude prevalence of obesity among people aged 18 to 74 years in 2019-2020 had reverted to the level reported in 2010 (10.5%). Alarmingly, the proportion of students who were overweight in schools has also risen. The prevalence of chronic diseases (i.e., diabetes mellitus, hypertension, and hyperlipidemia) continued to show an increasing trend over the years, with prevalence rates of 9.5%, 35.5%, and 39.1%, respectively.

Analysis of Integrated Smart Health-Tech Service Market Players in Singapore

Smart health-tech service market players in Singapore can be divided into three types. The first type of players are tech-first doctor-led healthcare delivery innovators. Generally speaking, the founders or co-founders of the health providers (healthcare companies) are medical professionals or have medical backgrounds, and technology is at the forefront of their healthcare delivery strategy. The second type of players are brick & mortar hospitals/clinic chain operators. Most of these players started developing telehealth as an ancillary service out of necessity due to the COVID-19 pandemic. The third type of players are generally entities or individuals outside the medical industry. Their founders or co-founders of the healthcare providers (healthcare companies) are typically from other industries who identified telehealth as a promising trend and started telehealth companies.

Strengths and Weaknesses of Each Player

These innovators frequently have more specialized resources available to them, such as the assistance of numerous independent clinics and licensed physicians. These platforms also have more stringent platform management and medical quality standards. These platforms’ doctors are also more devoted, which fosters substantial trust among users and the local medical community in Singapore. However, their IT security may be weak and susceptible to hacking. Additionally, these platforms will be impacted by government interference or negative changes in regulation and legislation.

As for the user interface (“UI”) and user experience (“UX”) of tech-first doctor-led healthcare platforms, they usually have a straightforward user interface as well as a fast, seamless, and convenient process. With knowledge from both doctors and industry, these apps are easy to use and navigate through and can directly solve problems. Furthermore, the apps for healthcare providers are also comprehensive, professional, and straightforward.

With the support of offline services and a parent company that has several hospitals and clinics, these platforms usually have professional resources and can attract users from their offline hospitals and clinics. However, as part of their suite of ancillary services, they focus on appointments and pre-clinical calls and are not comprehensive in their range of service through mobile applications. Furthermore, because they do not have a large ecosystem, their services are limited to their own doctors; for instance, their internal chatrooms cannot be extended to all doctors. Last but not least, these kinds of platforms usually have barriers to insurance players and innovative payments and have technology difficulties such as inconsistent online and offline systems; for instance, on occasions they may not fulfil users request for an online appointment.

In terms of the UI and UX aspects, such platforms target users of certain hospitals and increase accessibility to healthcare. Their teleconsultation and virtual care services enable users to make appointments for COVID-19 tests, purchase health screening services, and book sessions with a GP doctor or a specialist of their choice. However, their tilted resources toward hospitals lead to a reduced focus on software management. Therefore, they usually have many potential problems / vulnerabilities, which cause frequent updates and unnecessary patch packages. Additionally, some follow-up service is also poor; for instance, delivery and fulfillment information is always missed on their apps. Last but not least, they are hard to navigate and only offer basic functions.

These platforms are usually experienced in marketing, and they can understand and meet users’ needs in a timely manner. However, they tend to be unprofessional and have limited expertise. Besides, compared to doctor-led and hospital-led platforms, users and doctors trust non-medical industry operators’ platforms less.

As for the UI and UX of non-medical industry operators’ platforms, they are usually professionals in UI and UX design. Offering a comprehensive range of services, they are straightforward, user-friendly, and easy to navigate through. Their response time to users is also quick. However, their drug accessibility is not as good as doctor-led and hospital-led platforms, and their online and offline fulfillment capabilities are relatively weak. For instance, orders on these platforms are easy to cancel, resulting in complaints from users. In addition, they also have weaker physician management, and doctors may take a longer time to respond to users.

Business Analysis of Integrated Smart Health-Tech Service Market Players

Source: Frost & Sullivan analysis

Market Size of SEA Smart Health-Tech Service Market

Total Healthcare Expenditure in Singapore (USD Billion), 2020-2027E

Singapore is an affluent Asian economy with a nominal GDP of USD644 billion in 2022 and a multiethnic population of 5.6 million people. It has one of the most rapidly aging populations in Asia, resulting in an increasing burden of chronic diseases. In 2020, Singapore’s total healthcare expenditure amounted to USD20.9 billion. With the integration of online and offline medical service models, such as the digitalization of medical records enabling real-time flow and sharing of user information, the efficiency of medical services is improving. This integration is driving the expansion of the integrated smart health-tech service market from the digital market to the offline market. Singapore’s healthcare expenditure is forecasted to reach USD26.5 billion by 2022, representing a CAGR of 12.6% from 2020 to 2022. It is further projected to reach USD43.8 billion by 2027.

Total Healthcare Expenditure in Singapore, 2020-2027E

Source: WHO- The Global Health Expenditure Database (GHED), Frost & Sullivan analysis

Total Healthcare Expenditure in Singapore (Divided by General Government Health Expenditure / Private Health Expenditure, USD Billion), 2020-2027E

The aging population and a trend toward earlier identification of chronic diseases, closer monitoring and follow-up, increased government healthcare spending and local population’s use of healthcare services have contributed to the increase in total healthcare expenditure in Singapore. The multi-tiered healthcare financing approach in Singapore through Medisave, MediShield Life & Integrated Shield Plans, ElderShield, and Medifund is likely to drive the growth in general government healthcare spending. Increased household income and health awareness are likely to drive the growth in private healthcare expenditure. Singapore recorded general government healthcare expenditure and private healthcare expenditure of USD11.0 billion and USD 9.9 billion respectively in 2020. They are forecasted to reach USD14.8 billion and USD11.7 billion by 2022, respectively, representing a CAGR of 16.2% and 8.6% from 2020 to 2022. General government healthcare expenditure and private healthcare expenditure are anticipated to reach USD26.9 billion, and USD 16.9 billion respectively, by 2027. To help control rising healthcare expenses and lessen the strain on users’ families, some nationwide programs emphasizing preventive healthcare will be introduced. It is expected that there will be changes in the way that healthcare is provided, in order to provide healthcare treatment that is more user-centric. The digitalization of medical records allows for the real-time flow and sharing of user information, improving the efficiency of medical services and the integration of online and offline medicine.

Breakdown of Healthcare Expenditure by Government and Private in Singapore, 2020-2027E

Source: WHO- The Global Health Expenditure Database (GHED), Frost & Sullivan analysis

The Population of Aging People in Singapore (Million), 2020-2027E

Driven by a rapidly declining total fertility rate and an increasing life expectancy, Singapore has entered an aging society. From 2020 to 2022, the population was aging rapidly in Singapore with people aged above 65 growing at a CAGR of 4.1%. There were 0.9 million individuals aged above 65 years old in 2020 and accounted for 15.2% of the resident population. The number of individuals above 65 years old is growing at a fast pace and is expected to continue its growth momentum into the future. This number of people within this age bracket is expected to reach 1.2 million by 2027, representing a CAGR of 4.2% from 2022 to 2027 and will account for 19.5% of the resident population. The aging population in Singapore presents significant challenges for the primary healthcare system. As the population ages, there is a need to adapt the healthcare system to cater to the specific needs of older individuals. Singapore has recognized the importance of addressing these challenges proactively. The government has implemented measures to strengthen the healthcare system, focusing on preventive care and providing high-quality yet affordable care for all, especially seniors. For example, the recently introduced healthcare reform plan, Healthier SG, aims to shift the healthcare strategy towards preventive care. This initiative recognizes the importance of the primary healthcare system in addressing the needs of an aging population. By providing accessible and personalized healthcare services, integrated smart health-tech service market players can play a crucial role in enhancing primary healthcare services for the aging population. According to “White Paper on Healthier SG”, the government intends to upgrade IT systems to facilitate seamless data sharing and support the implementation of Healthier SG. Telehealth technologies enable remote consultations, monitoring, and health education, allowing seniors to receive care and advice without the need for frequent hospital visits. These digital solutions can bridge the gap between healthcare providers and users, especially those with limited mobility or living in remote areas.

By leveraging on telehealth, Singapore can extend the reach of primary healthcare services to a larger population, including seniors. It can facilitate early detection and intervention, enhance chronic disease management, and provide continuous monitoring and support. Telehealth also enables healthcare professionals to access real-time data, improving diagnostics and treatment decision-making.

The Population of Aging People in Singapore, 2020-2027E

Sources: Prime Minister’s Office Singapore, Singapore Department of Statistics, Frost & Sullivan analysis

Total primary care consultations number in Singapore (Million Time), 2020-2027E

The rising demand for medical resources from an aging population and increasing chronic disease burden are putting a strain on the healthcare system and exerting pressure on finite healthcare resources in Singapore. Total primary care consultations number in Singapore was 25.5 million times in 2020, growing by an average of 7.5% annually to reach 29.5 million in 2022. The number is expected to grow at a higher annual rate of 9.0% to reach 45.3 million times by 2027. The total number of primary care consultations in Singapore consists of both walk-in primary care consultations and teleconsultations. The COVID-19 pandemic has increased the awareness and importance of health in the minds of the Singapore population. Services and products related to staying healthy are starting to gain popularity among consumers. Therefore, telehealth, as an effective method and integrated platform of health services and products, is expected to increase in popularity in the coming years as well.

Total primary care consultations number in Singapore, 2020-2027E

Source: “Admissions and Outpatient Attendances” from the Ministry of Health in Singapore, Frost & Sullivan analysis

The Number of Teleconsultation in Singapore (Million Time), 2020-2027E

In recent years, teleconsultation has gained significant popularity in Singapore, and its usage has been further accelerated by the COVID-19 pandemic. The convenience and safety offered by teleconsultation services have attracted a considerable number of users, and this trend is expected to continue in the coming years. The use of telemedicine by doctors and patients alike is gradually gaining acceptance in the healthcare landscape. The number of teleconsultations in Singapore was 2.9 million times in 2020 and accounted for 11.4% as share of the total consultation numbers. It increased to 4.0 million times in 2022, representing a CAGR of 16.6% from 2020 to 2022, and accounted for 13.5% as share of total consultation numbers. It will further reach 10.7 million times by 2027 with a CAGR of 21.3% and accounted for 23.5% of the total consultation numbers. One notable factor contributing to the growth of teleconsultation is the existence of inherent users within the market. Many individuals who experienced teleconsultation during the pandemic have found it to be a convenient alternative to traditional in-person consultations. These users have become accustomed to the benefits of teleconsultation and have expressed their preference for this mode of healthcare delivery. As a result, they are less inclined to return to physical clinics for routine healthcare needs. Moreover, as users continue to utilize teleconsultation services, they begin to realize the advantages and cost-effectiveness it offers. This increased awareness and familiarity with teleconsultation prompts users to recommend it to their family members and friends. The positive word-of-mouth recommendations act as a catalyst for the expansion of the teleconsultation market, attracting potential users who have yet to try the service. As depicted in the data, the growing number of users and the influence of inherent and potential users are expected to drive a steady increase in teleconsultation utilization in Singapore.

The Number of Teleconsultations in Singapore, 2020-2027E

Source: “Admissions and Outpatient Attendances” from the Ministry of Health in Singapore, Frost & Sullivan analysis

Market Size of Teleconsultation Market in Singapore (USD Million), 2020-2027E

Singapore is one of the countries with the highest penetration rate of mobile Internet in the world. This has established a good ecosystem for the integrated smart health-tech service market. The wide coverage of the internet and the high popularity of smartphones in Singapore have contributed to the growth and adoption of telehealth services. The teleconsultation market in Singapore has witnessed significant growth in recent years, and this trend is expected to continue in the coming years. Within Singapore, those telemedicine players operate in accordance with the Ministry of Health’s clinical and data governance, which ensures that all the practices done in applications are in accordance with professional and ethical standards. The market size of the teleconsultation market in Singapore was USD96 million in 2020, and it reached USD147 million by 2022, representing a CAGR of 23.9% from 2020 to 2022, and it is expected to reach USD498 million by 2027 with a CAGR of 26.7%. One key factor contributing to this expansion is the widening scope of online consultation services. Previously, teleconsultation primarily served as a platform for basic medical inquiries. However, it has now evolved to include additional services such as prescription fulfillment and doctor-patient follow-ups, thereby enhancing its value proposition. With the introduction of these expanded services, the average expenditure per teleconsultation session has increased. Users can now conveniently obtain prescriptions for their medical needs through teleconsultation, eliminating the need for a separate visit to a physical pharmacy. Additionally, the inclusion of doctor-patient follow-ups allows for ongoing monitoring of the user’s condition, further enhancing the quality of care provided through teleconsultation. This expanded scope of services has attracted more users to engage in teleconsultation, resulting in a substantial market size for the teleconsultation market in Singapore. As depicted in the data, the increasing range of services offered through teleconsultation is expected to drive the market’s growth and contribute to the overall revenue generated in the sector. According to ‘APAC m-Health Market Report’ from Mordor Intelligence, APAC mobile health market size is expected to grow from $16.85 billion in 2023 to $49.84 billion by 2028, at a CAGR of 24.22% during this period. The APAC market is driven by an increasing remotely-located consumer base, growing investments in the digitalization of healthcare institutions, a rising number of chronic/infectious disease patient populations, including COVID-19, and increasing internet penetration.

Market Size of the Teleconsultation Market in Singapore, 2020-2027E

Source: “Admissions and Outpatient Attendances” from the Ministry of Health in Singapore, Frost & Sullivan analysis

Competitive Landscape in Singapore

The product & service portfolio of platform

Compared with integrated smart health-tech services market players who regard telemedicine as their main business in Singapore, MaNaDr has set up one of the smartest and most comprehensive integrated all-in-one user care-centric platforms in the APAC region to deliver affordable care to users. Through the mobile application, MaNaDr offers users a seamless and hassle-free range of telehealth solutions, which encompasses teleconsultation services, including the issuance of electronic medical certificates and delivery of medications to users’ homes, as well as other personalized services such as weight management programs. As at October 31, 2023, MaNaDr had more than 1,000,000 registered users on the MaNaDr platform. At the same time, MaNaDr had onboarded more than 700 Singapore clinics and more than 1,500 medical professionals comprising GPs, specialized and allied health providers.

Furthermore, MaNaDr set up one of the smartest 24/7 virtual care ecosystems and support groups to help users navigate the complexities of receiving correct and timely care. With MaNaChat. the 24/7 user support service, MaNaDr operates Singapore’s only in-app live group chat service and has one of the fastest response time in Singapore and globally to support users.

For users with chronic conditions on the platform, MaNaDr is a pioneer in the APAC region, spearheading the building of a comprehensive weight management ecosystem to target over 60% of users who are overweight. For healthcare providers on the platform, MaNaDr hosts the region’s only in-app drug support and discussion group, where users can organize bulk purchases of drugs, discuss matters relating to the purchase of drugs, as well as the uses, side effects, and latest news on drugs.

Source: Company Website, Frost & Sullivan analysis

Notes:

The average number of teleconsultations per day

MaNaDr is the largest telehealth solutions mobile application in Singapore in terms of the number of user consultations per day. It has the largest number of teleconsultations per day in the six months ending May 2023, and is amongst the fastest-growing telehealth solutions providers in Singapore. Based on the latest operational data, MaNaDr has recorded more than 120,000 teleconsultation requests in October 2023.

Sources: DATA.AI. Database. (formerly App Annie), Company websites, Frost & Sullivan analysis

User feedback and rating (As of 14 June 2023)

MaNaDr’s mobile application has received a 4.8 and 4.9 star rating on the Apple App Store and Google Play Store in Singapore as of 14 June 2023. On a combined basis, MaNaDr was the most reviewed and highest rated app in Singapore as of 14 June 2023.

Source: play.google.com, apps.apple.com, Frost & Sullivan analysis

Price Perception based on Cost of Standard Consultation

As of May 31, 2023, MaNaDr offered the most affordable care to nearly 100,000 teleconsultation activities per month through the MaNaDr platform and strived to deliver quality, timely, and seamless care. As of October 31, 2023, MaNaDr offered the most affordable teleconsultation solution in terms of starting price when compared to peers.

Note:

Company D is not included because it does not have a fixed rate service and charges are dependent on user’s health status & requirements.

Source: Company websites, Frost & Sullivan analysis

Downloads

MaNaDr is a leading telehealth solutions provider in Singapore in terms of downloads in mobile application stores (e.g., Apple App Store and Google Play Store) in the latest 6 months ended May 31, 2023.

Source: DATA.AI. Database. (formerly App Annie), Frost & Sullivan analysis

The number of countries covered by platform

MaNaDr is a leading telehealth solutions provider in Singapore in terms of the number of countries covered by its platform. Furthermore, the reach of the MaNaDr platform extends to countries in the APAC region, and it is the only telehealth solutions company based in Singapore that provides integrated smart health-tech services in the APAC region.

Source: Company Website, Frost & Sullivan analysis

Comparison between traditional primary healthcare and MaNaDr

Compared with traditional primary healthcare in Singapore and United States, MaNaDr has transformed how healthcare is consumed from the perspective of patients and has transformed how healthcare is managed from the perspective of healthcare professionals.

Notes: (1) US$ equivalent: Based on US$1:S$1.37 (as of October, 3 2023) | (2) Source: https://www.statnews.com/2023/05/02/doctor-appointment-wait-times-solutions/ (accessed October 3, 2023) | (3) ~95% of MaNaDr patients will be attended by a physician in less than 1 minute during normal working hours of between 8am to 8pm. | (4) Patient can access AI Face-scan to continuously monitor their well-being, and soon, an AI-companion that reminds, encourages and tracks the patient’s healthcare journey | (5) Source: https://pubmed.ncbi.nlm.nih.gov/29982549/ (accessed October, 3 2023)

Sources: Company websites, Frost & Sullivan analysis

Growth Drivers of Smart Health-Tech Service Market

Online and Offline Integrated Fulfillment in One Network

The integration of online and offline medical service models accelerates the development of the telehealth market. The smart health-tech service platforms start to integrate medical services across online and offline channels, enabling providers to conduct online consultations, plan users’ in-person appointments, synchronize pertinent medical records, and then respond to online inquiries about follow-up and recovery whenever and wherever they arise. For example, the digitalization of medical records allows for the real-time flow and sharing of user information, thus improving the efficiency of medical services. This will help the integrated smart health-tech service market expand from the digital market to the offline market.

Increasing Prevalence of Chronic Disease

Chronic disease management requires long-term and integrated healthcare services. SEA is facing an epidemic of chronic non-communicable diseases that is likely to worsen further in the future because of the aging problem. With the help of digital technology as applied in the integrated smart health-tech service market, physicians can easily monitor and keep track of the electronic records of users.

Growing Population and Service Needs of Aging Population

An aging population normally has a greater demand for healthcare management due to their health conditions and pursuit of a higher quality of life. It might be inconvenient for the elderly to physically visit clinics and hospitals. The integrated smart health-tech service market provides a one-stop comprehensive service portfolio that covers various services, including health monitoring, remote health consultations, nutrition recommendations and chronic disease management.

Growing Health Awareness

The COVID-19 pandemic has increased the awareness and importance of health in the minds of the SEA population. Services and products to allow consumers to maintain their health are starting to gain popularity among consumers. Therefore, telehealth, as an effective method and integrated platform of health services and products, is expected to increase in popularity in the coming years as well.

Technology Updates and Service Improvement

A better service model will emerge and rise rapidly, which can promote the transformation of medical care to a personalized model and precisely meet different needs. Besides, the use of advanced technology can eliminate the information barrier between users and doctors. Last but not least, the portability of user data is experiencing significant developments. Travelling for medical treatment and receiving medical care abroad are becoming more common due to an increase in studies and business exchanges between people in different regions. User data may be easily transferred from one country to another or from one doctor to another thanks to telehealth platforms. The telehealth market is expanding as a result of technological advancements and better services.

Wide Coverage of the Internet and High Popularity of Smartphones

Singapore is one of the countries with the highest penetration rate of mobile Internet in the world. There were 5.81 million internet users in Singapore in early 2023, when internet penetration stood at 96.9% and 9.22 million cellular mobile connections were active, which were more than the total population, according to a report on Singapore about digital devices and services. This established a good ecosystem for the integrated smart health-tech service market.

Future Trends of the Smart Health-Tech Service Market

Integration of online retail pharmacy and healthcare services

The integration of online retail pharmacy and online consulting services will boost the growth of the integrated smart health-tech service market, especially in the sales of pharmaceutical products. The purchase of pharmaceutical products and healthcare services are complementary, and platforms that embody both elements and possess a comprehensive product portfolio are firmly positioned to capture greater demand as compared to platforms with a more singular business focus.

Building a User-Centered Ecosystem

The integrated smart health-tech service market has effectively built a user-centered ecological system that coordinates more complex interactions and transactions between users, providers, payors, and other healthcare stakeholders in an integrated and seamless manner. Firstly, online medical services led by doctors will eliminate the information gap between users and doctors. Lack of understanding of medical information by users can lead to adverse health outcomes and decreased satisfaction with the doctor. The information offered through this ecosystem will be current, precise, thorough, trustworthy, understandable, and useful. Secondly, benefiting from advanced technology, the treatment of users is well-customized based on users’ preferences and intentions. Finally, a stable offline supply chain can guarantee effective delivery and provide a convenient experience.

Customized and Intelligent Telehealth solutions

Digital services will help establish a more intelligent and comprehensive health file for users in order for healthcare practitioners and providers to provide a tailored treatment plan. For instance, when users need to be referred for reasons such as job changes or travel, their medical records can be quickly, systematically, and comprehensively migrated. This, complemented by an offline delivery and fulfillment system, will aid telehealth providers in offering a more precise and convenient disease and health management system. Physicians could potentially expand their user base to include healthy people.

Specialized Chronic Disease Management

The integration of the internet, technological tools, and high-quality medical resources and the implementation of chronic disease management in specialized diseases will be major trends. For example, current market competitors have begun to focus on different types of chronic diseases, and internet hospitals can deeply cultivate a specialty in chronic disease medical treatment. Chronic disease management requires long-term and integrated healthcare services. With the help of digital technology applied in the integrated smart health-tech service market, physicians can easily monitor and keep track of the electronic records of users. This aids in the management of the increasing prevalence of chronic non-communicable diseases, which is expected to worsen due to the aging population.

Better user experience empowered by advanced technology

There are some problems, such as perceptions of technology security, that remain to be addressed in order to ensure that the user base is sustainable. With the upgrading of technology to optimize the content in all aspects of design, production, dissemination, and feedback, telehealth solutions platforms can attract more users and achieve higher user stickiness, including but not limited to online consulting services, online drug prescriptions, and online drug purchases.

Key Success Factors of Smart Health-Tech Service Market

Technology-driven platform

Safety and effectiveness of the services and products are key concerns in the integrated smart health-tech service market. Companies that provide more advanced technology, such as wearable medical devices, AI scans, and telesurgery, would be able to effectively improve user compliance. Caregivers can examine these aspects separately from hardware and software perspectives.

All services are direct-to-consumer

Companies should provide access to quality user-centered healthcare services and products at affordable prices and offer those users an omnichannel healthcare service combining online services and offline access for healthcare facilities to offer various healthcare services directly to them. This means that higher cost-effectiveness is a key success factor. Healthcare services that are more suitable for the individual users are introduced, thereby fulfilling consumers’ varying needs and promoting an efficient utilization of medical resources. In addition, making healthcare services more affordable can help reduce the financial burden on consumers.

Healthcare ecosystem in an integrated and seamless manner

COVID-19 has acted as a catalyst for telemedicine and telehealth in the past three years. In the post-COVID-19 era, providers with established telehealth platforms should consider how to pivot and promote their service. It has been observed that most users enjoy direct interaction with clinicians. Therefore, providers could capture the telehealth traffic through media such as health knowledge forums to grow their businesses. Enhanced communications between users and doctors facilitate proactive and ongoing lifecare management. Ultimately, providers can form an integrated healthcare management ecosystem by connecting multiple stakeholders. In addition, companies could provide care by going beyond the traditional channels and partnering with other partners and stakeholders in the healthcare industry.

Special mobile applications for users with obesity and chronic diseases

Such special applications which are targeted at users with obesity and chronic diseases are one of the strategic differentiators. Obesity is linked to chronic diseases such as high blood pressure, diabetes, cancer, and orthopedic disorders. Thus, the increasing rate of obesity fuels the increasing incidence of chronic diseases. As a result, there is a growing need for effective obesity treatment solutions to reduce the risk of chronic diseases. Companies that identify this huge market space and keep those users highly sticky will do well in the future.

User-friendly and optimized UI interaction system

Since information or technology in the medical field is sometimes difficult for users to understand, the tendency of users is to opt for platforms with a user-friendly user interaction system. Companies which provide streamlining medical procedures will enhance the quality of care by making routine medical processes more efficient.

Replicable Health-tech’s business model to the rest of world

Some mobile applications have been seen to successfully apply in Singapore. Although the types and sizes of medical institutions vary from country to country, outstanding business models can be imitated. As long as attention is paid to both the purpose and the process of copying, it is possible to replicate a successful business model in other nations. The player can extend the business internationally if the technology and business model are highly adaptable and repeatable.

Business

Overview

We are a leading telehealth solutions provider in Singapore in terms of various matrices, such as the number of patient consultations per day and the ranking of our mobile application, according to Frost & Sullivan. According to Frost & Sullivan, we have the largest number of teleconsultations per day in the six months ending May 2023, and are amongst the fastest-growing telehealth solutions providers in Singapore. Our MaNaDr mobile application has received a 4.8 and 4.9 star rating on the Apple App Store and Google Play Store in Singapore respectively as of June 14, 2023. According to Frost & Sullivan, on a combined basis, MaNaDr was the most reviewed and highest rated mobile application in Singapore as of June 14, 2023 and has the largest number of teleconsultations per day in the six months ending May 2023.

We provide our services on our MaNaDr platform, which is accessible via our mobile application and website. We seek to build a 360-degree holistic healthcare ecosystem supported by a global community of healthcare providers, with the mission to make healthcare simple and seamless, instantaneous, affordable and available to the masses. We serve both the community of users, by offering personalized and reliable medical attention to users worldwide, as well as the community of healthcare providers, by allowing them to have a broader reach to users through virtual clinics without any start-up costs and the ability to connect to a global network of peer-to-peer support groups and partners.

Our MaNaDr platform is a platform designed and created by doctors, for doctors and users. We were founded by a team of doctors with the aim of harnessing the power of IT and with a problem-solving centric approach to address global healthcare concerns and issues such as inequalities and inaccessibility in healthcare, complexities in obtaining correct healthcare in a timely manner, confusion due to the wide range of healthcare products and services available, and the global healthcare burden of obesity and chronic diseases.

The diagram below illustrates how we have developed our business with the aim of addressing each of these global healthcare concerns and issues, and this problem-solving approach is one of our Group’s key unique features and competitive strengths:

● Inequalities in healthcare: We have set up one of the smartest integrated all-in-one patient care-centric platforms in the region to deliver affordable care to users. According to Frost & Sullivan, as at May 31, 2023, MaNaDr offered the most affordable care to nearly 100,000 teleconsultation activities per month through our MaNaDr platform and strived to deliver quality, timely and seamless care. We have managed to offer affordable healthcare through the use of technological tools, as we have incorporated AI, smart logic and algorithms to simplify the entire consultation process, at a price point that does not compromise the quality of care afforded. The simplification of the teleconsultation process has allowed us to offer instantaneous care to our users round-the-clock. We also have an Al-driven platform that routes the patients to the relevant pool of healthcare providers and have one of the fastest response times in Singapore and globally, according to Frost & Sullivan. The quality of care is further bolstered by the fact that our MaNaDr platform is supported by a trusted network of healthcare professionals both in Singapore and the region, many of whom are part of the personal network and contacts of our doctor-founders, Dr. Siaw Tung Yeng and Dr. Teoh Pui Pui.

● Inaccessibility in healthcare: To alleviate inaccessibility in healthcare encountered, we have capitalized on the ubiquity of mobile technology and the rise in social platforms to set up MaNaForum, which is a social forum with multimedia capabilities within our MaNaDr mobile application, to empower our users and providers from all around the world to share and transmit information on medical conditions, interact with one another freely and ask questions at no charge. MaNaForum is supported by doctors, healthcare professionals and other key players in the healthcare sector such as dieticians and gym instructors. Furthermore, the reach on our MaNaDr platform extends to countries in the APAC region and according to Frost & Sullivan, we are the only telehealth solutions company based in Singapore that provides integrated smart health-tech service in the APAC region. It has also broadened access to healthcare to many in Singapore and the region, with many users in our ecosystem being able to post questions freely on various topics ranging from the pandemic, health and medical conditions and symptoms, fitness and to preventive care such as weight management.

● Complexities in obtaining correct healthcare in a timely manner: To break down and simplify the complexities in healthcare faced by users, we seek to provide simplified care. This is achieved by breaking down barriers in time, place, and space with the setting up one of the smartest 24/7 virtual care ecosystems and support groups, according to Frost & Sullivan, to help users navigate the complexities faced in receiving correct and timely care. The platform is centered on providing trusted care to users, with users being automatically routed to the same doctor to ensure continuity of care and comprehensive healthcare, thereby bridging the gap between a teleconsultation and physical consultation process. Users also have ready access to a panel of healthcare professionals across various healthcare disciplines on the platform, which greatly simplifies the delivery of healthcare as users are able to find the right care timely and with ease. As opposed to waiting weeks or months for a physical appointment or a referral to a specialist doctor, we can provide our users with the right care within hours whenever or wherever they are in the world, without them having to leave their homes. The platform enables users to be provided with comprehensive and continuous care from their primary care doctors who act as their gatekeepers and can help them navigate the increasingly complex healthcare system, and yet have access to a pool of specialist doctors in the event they require specialist medical attention.

● Confusion due to the wide range of healthcare products and services available: With the volume of healthcare products and services available on the market, users often face difficulties in finding the products and services they need, which could result in confusion and adverse outcomes. To address this, we have set up a web store, MaNaShop/MaNaStore, containing more than 2,000 curated products and services from reliable suppliers and service providers worldwide, so as to deliver quality trusted products to users at affordable prices. We offer targeted products which meet our quality standards for our users across different genders and age brackets to address their specific healthcare and wellness needs. MaNaShop/MaNaStore utilizes smart logic and algorithms to allow users to navigate through the online store and locate what they require with ease. We have also incorporated a QR code into some of our key products, to allow users to access further information on any associated health or medical conditions that the product seeks to address, as well as access to doctors via consultation with just a scan. There is also a 24/7 customer support service to ensure timely delivery of orders placed and to address any questions that users may pose.

● Global healthcare burden of obesity and chronic diseases: To alleviate chronic healthcare conditions, we have identified the needs of users and developed a 360-degree healthcare ecosystem offering holistic, comprehensive, continuing and long-term preventive and pre-emptive care centered around such needs. The ecosystem is supported by a community of healthcare providers, patient support groups, healthcare coordinators, pharmaceutical companies and paramedical service providers whom we partner with. We have also incorporated technological tools like AI, smart diaries for patients to monitor their healthcare journey, smart devices, AI Facescan function in our MaNaDr mobile application and care pathway, or clinical care pathway, a set of guidelines that outline recommended steps and timeframes for managing and treating a specific medical condition or procedure to establish a standardized and efficient approach to the delivery of care, as part of the treatment and care regime. According to Frost & Sullivan, we are a pioneer in the APAC region, spearheading the building of a comprehensive weight management ecosystem that aims to target over 60% of users on our MaNaDr platform who access the “Consult Weight Management” function on our MaNaDr platform and who are overweight. Since the launch of the comprehensive weight management system in December 2022, most of the participants in our weight management program achieved the weight loss target set by our doctors as at September 30, 2023.

As our founding team and management comprise doctors and other healthcare providers, we believe that we have an in-depth understanding on the needs of healthcare providers seeking to venture into providing healthcare solutions virtually and are able to readily tap on our network of doctors in Singapore, Malaysia and the region, to onboard them onto our platform. Since the inception of our MaNaDr platform, the number of healthcare providers had grown steadily from 22 as at December 31, 2016 to 1,650 as at December 31, 2023. Our MaNaDr platform facilitates access to a global network of peer-to-peer support groups and partners, which we believe has contributed greatly to the steady growth in the number of healthcare providers that have been onboarded.

Our platform and services have also been widely adopted in Singapore and was expanded during the COVID-19 pandemic in partnership with Singapore’s Ministry of Health and Ministry of Manpower, and with the support and endorsement from doctors, corporate partners and the public sector in both Singapore and Malaysia. We worked closely with the Singapore health authorities in the fight against COVID-19. In recognition of our efforts, our Company was awarded the President’s Certificate of Commendation (COVID-19) and our founders, Dr. Siaw Tung Yeng and Dr. Teoh Pui Pui were awarded the Public Service Medal (Pingat Bakti Masyaraka) (COVID-19) by the President of Singapore in 2023.

We launched our mobile application in October 2016 and the website in January 2019. Our MaNaDr mobile application is streamlined to provide users with ready access to healthcare and medical providers, and was designed and created by a team of doctors who have an extensive understanding of users’ healthcare needs and preferences. Through our mobile application, we offer our users with a range of seamless and hassle-free telehealth solutions, which encompasses teleconsultation services, including the issuance of electronic medical certificates and delivery of medications to users’ homes, as well as other personalized services such as weight management programs which, according to Frost & Sullivan, are offered at the most affordable price points in Singapore based on the cost of standard consultation.

We believe that we have established a comprehensive ecosystem which connects healthcare needs and services in a single platform. We have achieved a global reach on our mobile application and website and as at September 2023, we had active users from more than 18 various jurisdictions across the world, including Singapore, Vietnam, Malaysia, Australia, India and the Philippines. As at October 31, 2023, we had onboarded more than 700 Singapore clinics and more than 1,500 medical professionals comprising GPs, specialized and allied health providers. We had also recorded more than 120,000 teleconsultation requests in October 2023 and as at October 31, 2023, we have completed more than 1,600,000 tele-consultation requests since our inception in 2016. As at October 31, 2023, we had more than 1 million registered users on our MaNaDr platform, having grown from a handful of registered users since our inception in 2016. The specialists available through our platform include most major medical and surgical disciplines, such as cardiologists, dermatologists, endocrinologists, gastroenterologists, internal medicine specialists, obstetricians & gynecologists, otorhinolaryngologists, psychiatrists and urologists.

In the month of October 2023, we provided more than 120,000 teleconsultations through our MaNaDr mobile application. Users can connect with doctors from either our in-house team or one of the clinics in our network of service providers through the mobile application to chat in real-time via the in-application video call and text messaging function, as well as to send photos or videos to the doctors as part of the teleconsultation process. During the COVID-19 pandemic, we also provided services for supervised tele-ART tests with a certified ART supervisor over video calls on our MaNaDr mobile application, as well as for COVID-19 PCR home swab tests by our team of certified medical professionals comprising doctors and nurses.

Our MaNaDr platform also provides users with easy access to a variety of products and services through MaNaShop/MaNaStore, our online e-commerce platform for B2C sales of medical, pharmaceutical and other health products, such as OTC medications, vitamins and supplements. Services such as medical screenings and procedures including vaccinations, serology tests and swab tests are also offered. We also generate revenue by selling healthcare and wellness products under a direct sales model and also from earning commissions from third-party vendors under an online marketplace model. In addition, we have also set up MaNaPharma in January 2017 to engage in offline B2B sales of pharmaceutical products and medical devices to other clinics and healthcare providers in Singapore.

Our Group also operates the MaNaDr Clinic, which is a brick-and-mortar GP clinic located in Singapore with an in-house medical team comprising three doctors and five other medical professionals as of December 31, 2023. It provides consultations and family doctor services, as well as geriatric care, health check-ups and other services for users who prefer in-person consultations and services, and also specializes in gender-affirming care.

In January 2023, we launched MaNaCare, a one-stop employee flexi-benefits platform offering affordable and accessible healthcare and wellness solutions for employees of our corporate customers, who will be able to access the full suite of products and services offered on our MaNaDr platform, ranging from general practitioners, specialist and allied healthcare panel services to teleconsultations, in-person clinics, on-site health screening, online marketplace and wellness programs.

We also collaborate with other consumer healthcare service providers such as physiotherapy and fitness centers, dieticians, eyecare professionals, mental health professionals, fertility specialists and aesthetic care. Through the comprehensive suite of products and services, we believe that we have developed a one-stop platform that connects users with an accessible and affordance range of healthcare and wellness solutions, and these have enabled us to establish a 360-degree healthcare ecosystem through which users are able to enjoy online and offline healthcare resources.

Our Mission

To be our users’ trusted companion on their lifelong healthcare journey by providing a seamless healthcare experience from start to finish, which is affordable, accessible and easy to understand to both users and healthcare providers.

Our Strengths

We believe that we are well-positioned to achieve our strategic goals through several key business strengths, including the following:

Leading position in Singapore’s rapidly growing telehealth solutions industry

We are a leading telehealth solutions provider in Singapore in terms of various matrices, such as the number of patient consultations per day and the ranking of our mobile application, according to Frost & Sullivan. According to Frost & Sullivan, we have the largest number of teleconsultations per day in the six months ending May 2023, and are amongst the fastest-growing telehealth solutions providers in Singapore. Our MaNaDr mobile application has received a 4.8 and 4.9 star rating on the Apple App Store and Google Play Store in Singapore respectively as of June 14, 2023. According to Frost & Sullivan, on a combined basis, MaNaDr was the most reviewed and highest rated mobile application in Singapore as of June 14, 2023 and has the largest number of teleconsultations per day in the six months ending May 2023.

As a result of developments in mobile Internet technology and AI, and greater access to such technology in the telehealth solutions industry, Internet healthcare is expected to further disrupt the traditional healthcare services industry and trigger a shift in how users seek and receive healthcare services in Singapore and globally. Since the launch of our mobile application and website in 2016 and 2019, respectively, we had recorded more than 1,000,000 registered users on our mobile application and more than 40,000 registered users on our website as of December 31, 2023.

On the back of the rapidly growing telehealth solutions industry, increasing disposable income, rising healthcare awareness and improving Internet technologies, the Singapore telehealth solutions market is poised for significant growth to meet the demand for efficient and quality healthcare services. As a leader in Singapore’s telehealth solutions industry, we believe that we are well-positioned to benefit from the rapid growth of this industry by accelerating user acquisition and business expansion. We believe that the comprehensive ecosystem that we have established, as well as the range and ease of access of the healthcare and wellness solutions that we offer, present unique value propositions for our users (both individuals and corporate customers) as well as our service providers, and are crucial to the continual growth of our business, for the following reasons:

● General Users: Our platform offers a one-stop portal for users to access extensive online and offline healthcare resources in a cost-effective and convenient manner, and user experience that is remarkably different from the traditional medical experience. Users can easily access our mobile application for teleconsultation and other telehealth solutions. Additionally, we integrate offline services and products and offer a variety of services to address the different needs of our users. Our online e-commerce platform, MaNaShop/MaNaStore, offers a wide range of selected healthcare products with timely delivery of products purchased. A growing community of users has also developed on MaNaForum, whereby users can also post their questions on various health topics and issues, which will be answered by our panel of doctors and other healthcare providers at no charge. We also create and maintain a personalized e-health profile for each user, which allows us to track and manage their health to improve and maintain their health status.

● Service Providers: Taking advantage of our growing user base and understanding of our users, we channel our users to hospitals, clinics and other healthcare institutions in our network based on their needs and create monetization opportunities for pharmacies, retailers and distributors via our MaNaShop/MaNaStore as they benefit from the user traffic and an additional revenue source through sales on our platform. We lower the user acquisition costs for such service providers, and also help to increase awareness and generate publicity for the various services provided at healthcare institutions.

● Corporate Customers: We offer health membership plans and consumer healthcare service packages for employers to reduce their healthcare spending while at the same time offering convenient, affordable and quality healthcare to their employees under MaNaCare. MaNaCare offers a comprehensive range of corporate healthcare and wellness services, including GP, specialist and allied healthcare panel services, tele-consultation, in-person clinics, on-site health screening, online marketplace and wellness programs. We also collaborate with insurance companies to provide policyholders with value-added healthcare services complementary to the insurance products, so as to reduce costs.

Multi-faceted business model that offers a one-stop portal connecting our users with both online and offline healthcare resources

Our multi-faceted business model positions us as a one-stop portal to the healthcare ecosystem, connecting users to online and offline healthcare resources. We offer a comprehensive suite of medical-related and other services including teleconsultations and health check-up services, vaccinations, skin and aesthetics services and other services on our MaNaDr platform and at the MaNaDr Clinic. In addition, we engage in B2C sales of medical and other health products on the MaNaShop/MaNaStore online e-commerce platform to our users, B2C sales of pharmaceutical products and medical devices to other clinics and healthcare providers through MaNaPharma, as well as provide corporate healthcare and wellness services via MaNaCare to corporate customers.

We recognize the varying needs of our users – both when they are in need of medical care and when they want to stay healthy. In response to users’ needs, we offer family doctor services, including online consultation services provided primarily by our in-house team, with a primary focus on common and chronic illnesses, as well as hospital referral and appointment services. Such services can be accessed both online through the mobile application and website, and offline at the physical brick-and-mortar MaNaDr Clinic. Our MaNaShop/MaNaStore online e-commerce platform collaborates with third-party delivery couriers via our own platform to provide timely deliveries to our users in Singapore.

We believe that the range of online and offline services and product offerings enables us to better serve our users and to bridge the gap between them and quality healthcare service providers. Our analysis of user behavior and demand also allows us to optimize and expand service offerings and enhance user engagement on our platform. Users are able to create a personalized e-health profile that will be continuously updated and improved with new user functions throughout their lifetime, which is intended to form an integral part of their active health management on our MaNaDr platform. Through in-depth user understanding and a comprehensive network of healthcare providers across most medical disciplines, our MaNaDr platform is able to optimize the use of medical resources by matching users with doctors and physicians with the relevant expertise. To enhance user engagement, we have also created an online social platform, MaNaForum, for our base of global users to post questions anonymously on various health topics and issues, which will be answered by our panel of doctors and physicians. It also provides a platform for users having similar healthcare needs or problems to exchange opinions and ideas. According to Frost & Sullivan, we have set up one of the smartest 24/7 virtual care ecosystems and support groups to help users navigate the complexities faced in receiving correct and timely care. According to Frost & Sullivan, we operate Singapore’s only in-app live group chat service via MaNaChat, the 24/7 customer support service, and have one of the fastest response times in Singapore and globally to support users, and hosts the region’s only in-app drug support and discussion group via MaNaForum, where users can organize bulk purchases of drugs, discuss matters relating to the purchase of drugs, as well as the uses, side effects, and latest news on drugs. We believe that our healthcare ecosystem creates value for both healthcare service providers and users alike, in addition to providing convenient online and offline access to a wide range of medical services and cost-effective solutions.

Innovative technological solutions empowered by an experienced in-house medical team

We have digitalized all of our core operations, building a full suite of digital operations systems solutions to ensure end-to-end quality control from procurement to fulfilment and delivery for the MaNaShop/MaNaStore online e-commerce platform and offline sales, teleconsultation services, issuance of electronic medical certificates, home delivery of medications, new product reviews to user feedback. For example, we employ technology for accurate demand forecasting to help us ensure the stability and quality of our product supply while increasing inventory turnover rates, and the data insights that we can gain also help us with upstream supplier selection and product selection.

We offer 24/7 quality teleconsultation services with minimal waiting time through our self-developed mobile application, which also allows optimizing of delivery routes by matching the closest clinic from our network of service providers to the user, such that the prescription submitted by the doctor following the teleconsultation will be quickly fulfilled by the dispatch and home delivery of the medications. We are also able to improve user engagement, repurchase rates, order size and user lifetime value by creating precise user preference profiles, optimizing product offerings and categories, and consistently enhancing personalized search functions and recommendations. One key feature that we have introduced to increase user engagement is the AI Facescan function on the mobile application, which allows users to know what their estimated vitals are, simply with a basic scan of their face by their phones. This is useful for one to monitor one’s own health condition, as well as for users to describe their condition to their physicians. We work with a Toronto-based technology firm that holds an award-winning and patented contactless smartphone-based blood pressure measurement technology known as transdermal optical imaging, which allows for changes in blood flow to be captured using light and the translucency of human skin, using simply the conventional camera in users’ mobile devices, to provide the AI Facescan function to our users.

In addition, as part of the MaNaCare program offered to corporate customers, we provide digital solutions such as automated and real-time administrative processing and claims management, and cashless payment services which eliminates the need for employees to first make payment before submitting claims for reimbursement. The digitization of our business enables us to optimize and provide positive user experience for both our users as well as our suppliers and service providers, which we believe has contributed to the continuous expansion of our user base and supply chain. As a result, we deeply value and will continue to invest in innovative technological solutions.

Our technology infrastructure is supported primarily by our in-house tech and medical team, and supplemented by our network of clinic service providers. We have adopted stringent hiring and screening procedures, and provide ongoing professional training for our medical staff. We believe that our dedicated in-house medical team and standardized consultation protocols also enable us to effectively deliver reliable and high-quality services, which further enhances the user experience. As of December 31, 2023, the medical team comprised more than 1,500 doctors and allied healthcare professionals.

Comprehensive service offerings that maximize user interactions and engagement

We believe that our success depends on the ability to serve users both when they are in need of medical care and when they are healthy, through a comprehensive range of medical-related and other service offerings. By addressing our users’ full range of healthcare needs, we maximize our user interaction frequency, which in turn increases user engagement and stickiness throughout our users’ lifetimes. We believe that consistently high-quality user experience is critical to increasing traffic on our website and mobile application.

We offer our users a comprehensive range of family doctor services, which includes consultation, treatment, as well as healthcare and wellness programs. Additionally, we offer a wide spectrum of other types of services such as the sale of products like OTC medications, vitamins and supplements. We also provide services such as medical screenings, and procedures such as vaccinations, serology tests and swab tests to users via MaNaShop/MaNaStore, our online e-commerce platform. MaNaShop/MaNaStore offers a wide variety of healthcare and wellness products and services, and we recommend products of potential interest based on the user’s profile, history of interactions, and other users’ data. Furthermore, we offer relevant health and wellness information via MaNaForum. We have also implemented interactive reward plans and customer referral plans that are intended to stimulate constant user engagement with our MaNaDr platform for purposes of maintaining user loyalty and increase our user base. In the year ended June 30, 2022, an average of 10% of the users who utilized our family doctor services during a month also used our other services. Through frequent interactions that are of consistent quality, we believe we can build trust and user loyalty in order to facilitate the adoption and consistent participation in our ecosystem which, in turn, broaden our user base and strengthen user engagement.

Rapidly growing and diversified monetization channels

We have demonstrated our ability to monetize our large and increasingly diversified user base, and sustain our growth from diverse medical and wellness segments, through the (i) MaNaDr website and mobile application and the provision of consumer teleconsultations, medicine, appointments and e-medical certificate services, (ii) MaNaShop/MaNaStore, the e-commerce platform for B2C sales of products and services to users, (iii) MaNaDr Clinic, which offers a comprehensive list of medical services for users who prefer in-person consultations and services, (iv) offline B2B sales of pharmaceutical products to other clinics and healthcare providers and provide health check-up services to our users and (v) MaNaCare, a one-stop employee flexi-benefits platform offering affordable and accessible healthcare and wellness solutions for employees of corporate customers. With the expansion of the suite of products and services offered on our MaNaDr platform, our total revenue had also correspondingly increased by approximately 169%, from US$2.6 million in the year ended June 30, 2021 to US$7.0 million in the year ended June 30, 2022.

We maintain a balanced mix of medical and wellness offerings that are highly sought after, and those that are designed to meet both the general and specific healthcare and wellness needs of the public. As user traffic on the website and mobile application increases and our user base grows, more partners and third-party service providers will be attracted to join our network and create monetization opportunities, which further enhances our capabilities to serve our users and our competitiveness in the telehealth solutions industry.

Strong management team with both technology and medical experiences

We benefit from the leadership of our management team that combines in-depth understanding of the technology industry in Singapore and the APAC region with expertise in Singapore’s medical and healthcare industry. This integration has enabled us to become a leading telehealth solutions provider in the Singapore telehealth solutions market with innovative AI-driven mobile solutions.

Our executive officers have an average of over 25 years of relevant industry experience. Dr. Siaw Tung Yeng, our Co-Founder and CEO, has a wealth of experience in healthcare and medical informatics. He laid the foundation for the conceptualization, development and commercialization of MaNaDr. He has been complementing his work as a Senior Consultant Family Physician with knowledge and experience in IT and healthcare and medical informatics for more than 30 years and had previously worked with the Ministry of Health of Singapore to implement IT systems and solutions. He also sits on various task forces and advisory committees of the Ministry of Health of Singapore and is actively involved in the strategic planning of medical informatics programs. He is also a member of the National Telemedicine Advisory Committee (NTAC) and sits in the Singapore Medical Council (SMC) Disciplinary Tribunal currently. Prior to founding MaNaDr, he was also the Chief Information Officer of Healthway Medical Group.

Dr. Teoh Pui Pui, our Co-Founder and Executive Director, is a pioneer in the telehealth solutions industry in Singapore. In 2020, she led a group of doctors, working closely with the Ministry of Health of Singapore and Migrant Workers’ Centre, to form the frontline forward triage medical care for foreign migrant workers during the peak of the COVID-19 outbreak in the dormitories in Singapore and spearheaded an island-wide roll out of tele-monitoring devices to the dormitories as part of the chronic care management and disease surveillance.

Both of our founders, Dr. Siaw Tung Yeng and Dr. Teoh Pui Pui, have been awarded the Public Service Medal (Pingat Bakti Masyaraka) (COVID-19) by the President of Singapore in 2023, in recognition of their contributions to public service during the COVID-19 pandemic.

Our Strategies

Expand our user base and systematically enhance our user engagement, including through technological tools, to strengthen our market position

We plan to continue to expand our user base through natural traffic, external marketing and promotional activities. Expansion through natural traffic will be achieved by word-of-mouth resulting from more comprehensive service offerings and high service quality, changes in user behavior and improved brand awareness. Expansion through external marketing will be achieved by the acquisition of new users through mobile application stores, as well as online and offline marketing activities.

We intend to further enhance our user engagement through further developing data-driven and predictive healthcare services to actively engage our users in their daily lives and further simplify their healthcare journey, such as by incorporating smart predicative AI into the mobile application and website to deliver the correct healthcare to our users on a round-the-clock basis, as well as build-in predictive and pre-emptive care automated by AI to prompt and alert the users round the clock with daily healthcare reminders and alerts. We also maintain a focus on delivering personalized and customized care to our users by allowing users to adjust and personalize their health goals.

We also intend to invest in the development of Internet of Medical Things (IoMT), which refers to a network of medical devices and applications that can connect to health care IT systems using networking technologies. Users can wear such medical devices, which contain heart rate monitoring and blood pressure sensors, with the information gathered transmitted to a cloud that can generate health reports to be reviewed by doctors. Such technology has the effects of enhanced patient care, improved workflow efficiency, better medication management and increased patient engagement and can also bring about potential cost savings to users.

We will also scale up MaNaForum into a global social forum beyond APAC to serve the healthcare needs of users across the world. To deepen user engagement, we intend to leverage on innovative algorithms and incorporate short clips and smart videos based on users’ interests and state of health. We also intend to employ AI tools to provide a bridge between individual users and the global community of patients and providers with similar health issues and health interests as themselves.

In addition, with the anticipated growth in our user base, we also plan to implement blockchain technology in the next phase for decentralized storage of user data, thereby allowing users greater control over their personal information.

To strengthen our market position, we intend to continue expanding on our key strengths in providing telemedicine services and creating a wellness marketplace. We also intend to develop a next-generation healthcare operating system that will aim to link service providers with patients through various tools, features and services including AI-forward Triage & Companion, physicians’ support network, continuous medical education (CME) programs, clinic management systems, and blockchain patient electronic health records (EHRs).

We believe that these tools, features and services, together with an AI-enabled tele-monitoring and allocation system, will enable us to develop a healthcare operating system that can intuitively connect patients with their healthcare services or providers instantly, through faster and smarter allocations. We aim to develop a system that will achieve a more seamless and instant connection from patients to providers by enhancing our existing smart virtual clinics with better predictive and preventative healthcare that will be supported by, amongst others, AI face scans and AI-enabled follow-up care. We believe that such a healthcare operating system will reduce the administrative resources required and also increase patient compliance with their medical treatment plans.

Expand our service and product offerings to cover the healthcare value chain

In addition to increased user engagement, we intend to further improve user stickiness through expanding service offerings to serve differentiated user needs on our platform and improving the quality of the products and services offered on our MaNaDr platform.

We plan to offer a broader range of healthcare services and products along the healthcare value chain, help our corporate clients organize targeted campaigns promoting both products and services, as well as organize workshops and seminars that target medical professionals so as to increase the brand awareness and stickiness of MaNaDr within the medical community. We will also continue our curation for quality healthcare products and services across the globe for our users so as to further improve our product offerings available on MaNaShop/MaNaStore.

Building on the personalized care program that we have established for users who are keen to embark on a weight management journey, we intend to roll out a similar program to manage other chronic diseases such as diabetes as well as mental health conditions.

In addition to improving user stickiness, we believe that by offering a broader range of service and product offerings across the healthcare value chain will enable us to deepen the connection with healthcare industry stakeholders and integrate them into our ecosystem. The development of long-term strong business relationships with these industry stakeholders, including healthcare and other service providers, will correspondingly enable us to attract new users who will utilize our MaNaDr platform to gain access to these stakeholders on a global level.

Seek merger and acquisition opportunities and partnerships to add scale and diversify our business through new capabilities and services

We intend to continue to grow our user base, expand our service offerings and optimize our ecosystem through selected partnerships, investments, and acquisitions covering our comprehensive medical and wellness service offerings. We also intend to enhance our technological leadership by building additional features to our platform to improve patient data security and integrity, including adding connectivity with other payors such as insurers and corporate payors, establishing integration with major accounting and human resource management software, building clinical information systems, establishing inter-operability with health monitoring devices, as well as introducing AI-enabled medical companion and medical decision support systems that are built on blockchain databases. Further, we plan to recruit experienced IT professionals and acquire domestic and overseas companies with advanced technology and service solutions. We are also looking into establishing partnerships with other pharmacies to diversify our offerings.

Additionally, we plan to expand our existing reach in certain countries in the APAC region (such as Malaysia, the Philippines, Vietnam and Australia) and also expand our reach to other countries in the APAC region (including Cambodia, New Zealand, Thailand and Indonesia), through strategic partnerships, investments, mergers and acquisitions. We believe that we can replicate our business model in these countries to address their healthcare services industry issues and unmet healthcare demands effectively and efficiently. We plan to collaborate with local partners to tailor our business model to complement the demographics and healthcare demands of these countries, and in particular, to increase the reach of our unique healthcare ecosystem including our weight management program and the management of major chronic diseases to countries beyond Singapore. As at the date of this prospectus, we have not entered into any agreements in relation to the acquisition of any new business.

Our Main Business Activities

The diagram below illustrates how our MaNaDr platform is a 360-degree healthcare ecosystem which connects users and service providers through the range of healthcare services and product offerings that can be accessed through the mobile application and website:

Our MaNaDr platform is a one-stop healthcare ecosystem that delivers an integrated and comprehensive suite of products and services as we recognize the needs of our users, both when they are in need of medical care and when they want to stay healthy. Building upon an integrated technology platform, professional in-house medical team, network of quality clinic service providers, diversified and evolving range of product and service offerings, sophisticated consumer engagement strategies and well-established distribution channels, the healthcare solutions offered on our MaNaDr platform primarily encompass the following:

● MaNaDr Mobile Application: Our MaNaDr mobile application is an avenue for us to provide timely, personalized and curated care to our users. It primarily involves the provision of teleconsultation services via online video consultation, which allows users to chat in real-time with, and send photos or videos to, doctors online, as well as hospital and/or clinic referral and appointment and inpatient arrangement by our in-house medical team and doctors from our network of clinic service providers. It thereby offers users a greater measure of convenience and satisfaction. We have also been awarded government contracts for the provision of telehealth solutions to foreign migrant workers and users under the COVID-19 home recovery program. The following screenshot shows the mobile application interface of our MaNaDr mobile application:

Our MaNaDr mobile application contains the following salient features:

According to Frost & Sullivan, our MaNaDr mobile application has received a 4.8 and 4.9 star rating on the Apple App Store and Google Play Store in Singapore respectively as of June 14, 2023, and on a combined basis, MaNaDr was the most reviewed and highest rated mobile application in Singapore as of June 14, 2023 and has the largest number of teleconsultations per day in the six months ending May 2023.

Collectively, we believe that our holistic ecosystem enhances the utilization efficiency of medical and healthcare resources, while providing a positive user experience.

MaNaDr Mobile Application

We offer teleconsultation services over our MaNaDr mobile application, through online consultations provided by our in-house medical team and external doctors from our network of clinic service providers. In the year ended June 30, 2022, over one million teleconsultations had been conducted on our MaNaDr mobile application.

We commenced online consultation services to address users’ needs for cost-effective and convenient evaluation of their health and other medical conditions. The teleconsultation services comprise medical consultations and wellness consultations. Medical consultations encompass consultations for a wide range of conditions and cases, with a primary focus on common and chronic illnesses, such as hypertension, diabetes, allergies and gastroenteritis. For conditions and cases that require further examination, we generally refer the user to hospitals or specialized clinics.

We also have an Al-driven platform that routes the patients to the relevant pool of healthcare providers and have one of the fastest response times in Singapore and globally, according to Frost & Sullivan.

The screenshots below show the user interfaces on our MaNaDr mobile application during a typical online consultation session:

Each teleconsultation session can last up to 30 to 45 minutes, depending on the medical issues faced by the patients. Based on the customer’s response to enquiries on their condition, the doctor provides medical recommendations, issue prescriptions, medical certificates/memos or advises the customer to schedule examinations or appointments at hospitals or clinics and upload the results to the MaNaDr system for follow-up consultations. To enhance the efficiency and accuracy of delivery of care and increase the service capacity of the doctors, we have developed tools and algorithms that simplify the consultation process. We have also adopted a user review system for users to provide ratings and feedback on his or her teleconsultation experience in order to incentivize the doctors from our in-house team and from our network of clinic service providers to improve their quality of care. Our mobile platform also allows users to access past consultation history and communicate with doctors for follow-up consultations or new consultations.

In general, teleconsultations on our MaNaDr mobile application are provided at fees ranging from US$6 to US$15 per session, depending on the type of services, and length of consultation, and the day on which the consultation is requested. Some of our online consultation services are currently covered by government medical aid schemes, or commercially by employers.

In-house Medical Team

We have more than 1,000 members, most of whom are telemedicine locums in our medical team that provide 24/7 teleconsultation support to our users as at September 2023. They are supported by our 24/7 customer support officers who help to coordinate care and deliveries of medicine to our users.

We adopt stringent onboarding procedures for the doctors and medical assistants, which involve multiple rounds of interviews and in-role trial evaluations. The locum doctors and medical assistants are recruited through internal referrals and external recruiting. We generally select doctor candidates with strong professional and teamwork capabilities as well as experience as attending doctors in private clinics. We require our doctors to maintain relevant professional certifications. For medical assistants, we generally select candidates who possess medical-related degrees or above, adequate computer skills, strong communication skills, as well as prior working experience in private clinics.

We provide ongoing training and professional development programs for our doctors and medical assistants. These programs encompass general and specialized medical knowledge, case studies, corporate culture, and IT skills, which are designed to enhance their professional knowledge and management skills and improve their performance. For each medical specialty, we designate a leading medical expert to take charge of the professional development of our medical team. We also encourage our doctors to attend external symposiums for professional development purposes and conduct bi-monthly town hall meetings with all our doctors and healthcare providers on any recent mobile application updates, regulatory compliance as well as sharing of experience and tips in the remote delivery of healthcare.

We conduct daily evaluations of our in-house doctors and medical assistants in respect of their quality of service, user feedback, and efficiency. We also practice quality control with standardized internal protocols for our teleconsulting services performed by our in-house medical team. Reminders, alerts, or even warnings are being sent out on a daily basis for any lapses in services or complaints received from users.

External Network of Service Providers

Our MaNaDr platform features a function which allows external doctors to register with us so as to access our user base. As of December 31, 2023, over 1,500 doctors had registered with us through this function. Users can leave messages for these external doctors in our network who may respond at their option when they are free. External doctors registered with us are required to agree to our terms of use, pursuant to which they need to comply with both our specified work scope and quality requirements and applicable rules and regulations. In particular, external doctors are required to provide evidence of their professional qualifications for verification. We also reserve the right to modify the relevant terms regarding external doctors’ scope of service, pricing, and how services are performed in light of market trends and commercial considerations. Additionally, under our terms of use, these external doctors are obligated to indemnify us for any losses resulting from violations of their obligations under the contracts with us.

MaNaDr Clinic

As of December 31, 2023, we had one GP clinic in Singapore, which offers a comprehensive range of primary healthcare services, including general medical consultations, treatment and management of acute and chronic conditions in both adults and children, vaccinations, and health screenings for work permit applications as well as pre-employment health screening, children’s health services, geriatric care and minor surgical procedures. Its main function is to serve as our Innovative Hub where we pioneer various models of care such as gender-affirming service and aesthetic care.

MaNaPharma

We procure pharmaceutical products (including medicines and health supplements) as well as medical devices. We have a retail pharmaceutical license issued by the Health Sciences Authority of Singapore, which allows us to undertake the wholesale distribution of pharmaceutical products to clinics in Singapore. We source such pharmaceutical products and medical devices from reputable partners in Singapore and other regions in the world such as China. Our partners are selected based on our stringent standards for quality, integrity and compliance with applicable laws, regulations and practices.

We add value to the clinics and other healthcare service providers which are our users by evaluating the pricing, specifications and the latest requirements in the healthcare and medical industry to assist them in procuring pharmaceutical products and medical devices in an efficient, timely and cost-effective manner (by conducting bulk purchases on behalf of the clinics).

MaNaShop/MaNaStore

We offer a wide spectrum of healthcare and wellness-related products to fulfill the needs of our users through our online e-commerce platform, MaNaShop/MaNaStore, which can be accessed via our website and mobile application.

MaNaShop/MaNaStore offers curated (i) healthcare products such as medicines, health supplements, skincare, nutrition products and medical devices, (ii) wellness products such as personal care products and health screening packages and (iii) online services such as medical screenings and procedures such as vaccinations, serology tests and swab tests to our users. We continuously seek to add more products and services that we believe will appeal to our users and which also meet the stringent standards of quality, while focusing on establishing a balanced offering of differentiated pharmaceutical and health-related products that are able to generate high volumes of traffic.

The catalogue of products and services available on MaNaShop/MaNaStore is regularly updated in light of market trends as well as changes in consumer needs and preferences, based on the demand from the market and inputs from healthcare practitioners. Product and service offerings are carefully chosen across different categories and identify direct sales suppliers and third-party online marketplace vendors for fulfillment to supply these products and services.

The screenshot below shows the user interface of MaNaShop/MaNaStore on our mobile application and the website, respectively:

There are easy site navigation, basic and advanced search functions, comprehensive product information and user reviews and ratings on MaNaShop/MaNaStore. Such functionalities address our users’ desire to view, understand and compare products before purchasing. Revenue is also generated under this segment through omni-channel advertisements placed and published on the website and the mobile application. Users are generally allowed to modify or cancel an order at any time through the online system or customer service center before the invoice is processed for the packing of the order. We accept return or exchange requests where the wrong goods are delivered, where the dosage delivered is incorrect or where the products are defective or damaged. However, once the goods are opened and/or used by the users, they cannot be returned or exchanged.

We operate MaNaShop/MaNaStore under two business models, namely, the direct sales model (whereby we procure the products from suppliers and services from service providers, which are then sold directly to users through MaNaShop/MaNaStore) and the online marketplace model (whereby we facilitate transactions between third party vendors and our users). As of December 31, 2023, there were a total of 14 direct sales suppliers and 4 marketplace vendors who supply products and/or services on MaNaShop/MaNaStore.

We require our direct sales suppliers and marketplace vendors to supply authentic products in a timely manner and provide quality delivery and customer services to our users. Direct sales suppliers and marketplace vendors are selected based on qualification, brand, past experience with e-commerce, reliability and volume. Background checks are also performed on the suppliers and vendors before we enter into any agreement, including on the products, the relevant licenses and certifications, compliance with applicable Singapore laws and regulations and brand recognition. We may also make inquiries about the market acceptance of their products among players in the same industry.

We have also put in place stringent rules to ensure that the sales of healthcare and wellness products within MaNaShop/MaNaStore complies with applicable Singapore laws and regulations. Direct sales suppliers and marketplace vendors may be subject to penalties or termination of their operations on MaNaShop/MaNaStore if they sell counterfeit products, delay shipment or mishandle user complaints. We have established a team dedicated to the management of direct sales suppliers and marketplace vendors on MaNaShop/MaNaStore with respect to, among others, product quality, logistics and after-sales customer services. We perform checks on the products before they are listed on MaNaShop/MaNaStore, and examine samples of those products with records of complaints or low ratings. Data relating to logistics and customer services on MaNaShop/MaNaStore is monitored on a daily basis, and regular communication with the sales suppliers and marketplace vendors is maintained in order to quickly address any issues when they arise. Regular reviews are also conducted on the performance of marketplace vendors, and we have the right to terminate their operations if they remain for an extended period or have unsatisfactory user reviews.

We offer competitive pricing to attract and retain users. We seek to optimize our cost structure and create incentives for direct sales suppliers to provide us with competitive prices. Under the direct sales model, prices are set by us with reference to those on other major online retailers in Singapore and general market trends and industry dynamics. The direct sales suppliers can suggest pricing changes, but such pricing changes are subject to our consent. Under the online marketplace model, marketplace vendors have the discretion to set their own product prices, which they generally undertake to offer the best prices offered to any user. We may also offer special promotions of selected products on special occasions.

MaNaCare

MaNaCare is a one-stop employee flexi-benefits platform offered by us that aims to bring affordable, accessible and automated solutions to organisations. Under MaNaCare, we offer a comprehensive range of corporate healthcare and wellness services, including GP, specialist and allied healthcare panel services, tele-consultation, in-person clinics, on-site health screening, online marketplace and forum, as well as tailor-made wellness programs to our corporate customers.

Under our MaNaCare program, the employees of corporate customers are able to connect with our doctors 24/7 via the online platform. We also have consultants who will work with our corporate customers to design a tailored health program for their company, so as to keep their employees healthy and engaged.

We also collaborate with insurance companies to provide policyholders with value-added healthcare services complementary to the insurance products to reduce costs.

Technology

The sustainability of our MaNaDr platform depends on the competence and the stability of our technology infrastructure. We operate and maintain various platforms that connect the respective systems of our service providers, suppliers and marketplace vendors on MaNaShop/MaNaStore, as well as the network of health check-up centers, hospitals, clinics and other medical institutions, which enable our users to access the full range of our services and product offerings and our service providers to conduct their operations efficiently and effectively over our platform. Resulting from the scale and complexity of our businesses, our large-scale, multi-scenario environment has enabled us to obtain valuable data assets and constantly apply our technology across our business lines, therefore generating knowledge and innovations that drive further technological development. We have also developed OtterSG, an advanced clinic management system to centralize user data and streamline medical workflows for healthcare providers, and has the aim of enhancing user care and management, and ultimately, improving overall user outcomes.

As of December 31, 2023, our research and development team comprised 28 engineering and data analysis professionals, with an average of 8 years of research and development experience in mobile, web, data and AI sectors. They are primarily engaged in building our technology platform and developing our proprietary technologies.

As of June 30, 2022, our product development and technology expenditures were approximately US$6.0 million. Our product development and technology expenditures consist of employee benefit expenses of our product development and technology staff, IT-related equipment operation expenses, network service charges and cost of additions of IT-related equipment. We expect spending on product development and technology to increase over time as we add more experienced product development and technology staff, and continue to invest in our technology platform to enhance user experience and provide value-added services to our ecosystem participants.

Data Protection

Our network configuration is secured at multiple layers to protect our databases from unauthorized access. We use sophisticated security protocols for communications among our mobile app, website, and plug-ins. To prevent unauthorized access to our system, we utilize a system of firewalls and maintain a demilitarized zone to separate our external-facing services from our internal systems. For instance, we employ tools such as SSL certification, Microsoft Azure and AWS cloud services with end-to-end encryption.

We conduct frequent reviews of our back-up systems to ensure that they are well-maintained and functional. We have also implemented procedures such as regular system checks, password policy, user authorization reviews and approval and data back-up, as well as data recovery tests, to safeguard our information assets and ensure the proper management of our operational data. We have data disaster recovery procedures in place and are in the process of establishing our active/active data centers.

Our data protection systems and procedures have led us to become recognized for our data protection practices by the Singapore authorities. We were the only MedTech company, and one of the six pilot organizations to be awarded the Data Protection Trustmark (DPTM) by the Infocomm Media Development Authority of Singapore (IMDA), which certifies that we have put in place responsible data protection practices and that consumers are consequently less likely to experience a data breach. Additionally, we were one of the 11 organizations invited to join the regulatory sandbox for telemedicine and mobile medicine services under Singapore’s Ministry of Health to prepare for licensing under the Healthcare Services Act (HCSA) in 2020. We have also received a Certificate of Conformance in April 2023 following an independent assessment conducted where we were found to conform to the requirements of the Cyber Security Agency of Singapore (CSA) Cyber Security Certification Cyber Essentials mark for the production and development environment for content management system (CMS) vendor providing software as a service (SaaS) solutions.

Healthcare Quality and Safety

We value the quality and safety of the medical services we provide. We have established comprehensive risk management systems and internal control procedures to minimize medical risks arising from our operations. During the years ended June 30, 2023 and 2022, we did not receive any written notice or penalty for material non-compliance or violation of healthcare quality and safety laws or regulations, nor had we received any recommendation for improvement with respect to healthcare quality and safety from any government authority.

The skills, competence and attitude of our medical team are essential for the quality of care that our users receive. We continuously monitor the risk in relation to services provided by our medical team to ensure the risk management policies and procedures have been strictly followed so as to achieve effective and efficient governance, risk, and control processes.

We have adopted stringent onboarding procedures for doctors and medical assistants, which involve multiple rounds of written tests, interviews, and in-role trial evaluations. Our in-house medical team receives regular training on relevant safety policies, standards, protocols, and procedures and is required to strictly comply with them in all aspects of our operations. We conduct monthly evaluations of our in-house doctors and medical assistants in respect of quality of service, user feedback and efficiency.

In particular, we have adopted a quality control system with standardized consultation protocols for our teleconsulting services performed by our in-house medical team. Such systems have three-tier quality controls:

● Tier One: All doctors on-duty conduct reviews of and grade consultation cases through the doctor’s dashboard.

● Tier Two: Our medical directors will conduct reviews of consultation cases of low grades or those with issues and provide comments on and select a number of samples for review.

● Tier Three: Our Quality Control Training Department and the expert committee make determinations on the consultation cases with issues and select a number of samples for review.

Should any issues arise from any tier as stated above, our quality control personnel will report to the Quality Control Training Department within 24 hours for it to render intervention or grading for relevant cases. We have set up an expert committee to oversee the three-tiered quality control system and supervise the quality control process. As of December 31, 2023, the expert committee comprised six licensed doctors who are highly regarded authorities in their respective fields. During the years ended June 30, 2023 and 2022, we did not receive any medical malpractice claim against our medical team or ourselves.

For external doctors, we generally require them to strictly adhere to the work scope and quality requirements specified in the agreements in compliance with applicable legal and regulatory requirements. Additionally, under our terms of use, these external doctors are obligated to indemnify us for any losses resulting from violations of their obligations under the contracts with us. After an external doctor has registered with us, we perform detailed checks on credentials and background before he or she is granted access to our user base, and the profile information of external doctors displayed on our mobile platform needs to be tailored accordingly and subject to internal review. We regularly analyze cases where a user requests a refund, and sample the consultation records of the external doctors to identify the reasons for such requests. We also monitor the volume of consultations conducted by external doctors and their response rates. Based on the foregoing factors, among other things, we have established an evaluation system that imposes penalties, such as reductions in fee and termination of services, on external doctors providing unsatisfactory service.

For healthcare service providers in our network, we consider a variety of factors such as reputation, scale of business, service quality and capability, as well as their facilities before commencing cooperation with them. We require such healthcare service providers to maintain appropriate licenses, comply with relevant laws and regulations, and follow our standardized service offering and pricing guidelines. We also carefully monitor feedback from our users on the services provided by these healthcare service providers, and take that into consideration when determining our continued cooperation with such healthcare service providers. The healthcare service providers are responsible for any losses to users resulting from disputes or breach of obligations in relation to the provision of the relevant services.

Competition

We have achieved a strong competitive position in the Singapore telehealth solutions industry. According to Frost & Sullivan, MaNaDr is a leading telehealth solutions provider in Singapore in terms of the number of countries covered by our platform. Furthermore, the reach of our MaNaDr platform extends to countries in the APAC region, and we are the only telehealth solutions company based in Singapore that provides integrated smart health-tech services in the APAC region. However, we face competition in certain of our business segments, including in terms of our provision of telehealth solutions and our MaNaShop/ MaNaStore e-commerce business.

We anticipate that the telehealth solutions market will continue to grow in response to rapid technological changes and innovation, evolving industry standards and shifting user preferences.

We believe that the primary competitive factors in our industry are user experience, brand recognition and reputation, service and product quality and selection, medical resources, technological capabilities and pricing. Additionally, new and enhanced technologies may increase the competition in the telehealth solutions industry. We believe that we are well positioned to effectively compete on the basis of the foregoing factors. However, some of our current or future competitors may have greater brand recognition, better supplier relationships, larger user bases or greater financial, technical or marketing resources than we do.

Sales and Marketing

We employ a variety of methods to attract potential users. Generally, we expand our user base through natural traffic, external marketing, and promotional programs:

● Natural traffic is achieved by word-of-mouth resulting from free and quality services and products offered on our platform, such as reward plans, and wellness content;

● We also organize frequent roadshows, events, seminars, webinars and health screenings for the promotion of our platform and services to healthcare professionals and users alike. These include talks that invite various healthcare professionals, including doctors, dieticians, counsellors, physiotherapists as keynote speakers. In 2023, we also organized a “MaNaDr Health Day” in conjunction with World Obesity Day, for participants to learn more about obesity from the perspective of various professional healthcare providers.

● Promotional activities include our reward programs which encourage users to share with their friends and family members, and facilitate the conversion of our active users to paying users.

Our principal marketing programs include advertising our company and our solutions through our mobile platform and other media. We also participate in industry events, trade shows and conferences. Additionally, we have created integrated marketing campaigns, such as innovative reward plans programs to attract new users. As of December 31, 2023, our business team comprised five key business professionals supported by sales representatives.

Health, Safety and Environment

We do not operate any production facilities. Additionally, for direct sales on MaNaShop/MaNaStore, we engage third parties to ship and deliver products to our users. Therefore, we are not subject to significant health, safety or environmental risks. During the years ended June 30, 2023 and 2022, we had not been subject to any fines or other penalties due to non-compliance with health, safety or environmental regulations.

Intellectual Property

We seek to protect our intellectual property rights through a combination of trademark, copyright and trade secret protection laws in Singapore and other jurisdictions, as well as through confidentiality agreements and procedures with our employees, partners and others.

As of December 31, 2023, we had registered our domain name, manadr.com. As of December 31, 2023, we had 22 trademarks and 2 patents registered in Singapore.

Employees

As of December 31, 2023, we had 73 employees globally, with 41 employees who are based in Singapore and 32 employees who are based in Vietnam. The following table sets forth a breakdown of employees categorized by function as of December 31, 2023:

As at December 31, 2023, we also had 20 part-time staff mainly for our operations division.

We have developed various methods to ensure that our employees are adequately and correctly trained for the functions they perform and are aware of the legislation affecting our business. Our success depends on our ability to attract, retain, and motivate qualified employees. We endeavor to offer our employees competitive compensation packages and a positive, dynamic, and creative work environment. We believe that we maintain a good working relationship with our employees, and we have not experienced any material employment disputes or work stoppages.

Save for the fact that the Vietnam representative office of our subsidiary, Mobile Health Pte. Ltd. has entered into a collective bargaining agreement with its employees, no collective bargaining agreement has been put in place.

We enter into standard employment contracts with our employees. We also enter into standard confidentiality agreements with all of our employees.

Insurance

We maintain public liability and fire insurance for our clinic and pharmacy, as well as work injury compensation for our staff.

During the years ended June 30, 2023 and 2022, we had not made any material insurance claims in relation to our business.

Facilities

Our headquarters are located in Singapore. In Singapore, we leased an aggregate of approximately 1,500 square feet of office space, a commercial unit used for storage and office purposes of approximately 484 square feet and a clinic of approximately 484 square feet as of December 31, 2023. In Vietnam, we leased 3,600 square feet of office space as of December 31, 2023.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising from the ordinary course of business. Any litigation or other legal or administrative proceedings, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention.

Corporate Social Responsibility

We view corporate social responsibility as both a responsibility and a competitive advantage. We recognize that we have an obligation towards our employees, investors, users and the community as a whole. We believe our reputation, together with the trust and confidence of those with whom we deal with, is one of our most valuable assets. We seek to maintain our reputation and such trust and confidence, and we are committed to achieving long-term mutually sustainable relationships with our stakeholders.

During the COVID-19 pandemic in Singapore, we worked with the Singapore Ministry of Manpower and Ministry of Health to curb the rising infection rates in the community. We had deployed more than 100 customized tele-kiosks to migrant worker dormitories to facilitate the provision of medical teleconsultation and timely delivery of medication. We also gathered more than 200 medical doctors and specialists to work together in the provision of timely teleconsultation at the peak of the COVID-19 pandemic. This contributed to the reduction of the number of visits to hospitals, which freed up resources in hospitals’ Emergency Department for medical emergencies to be attended to. Through the customized mobile application, the foreign migrant workers were able to easily raise a teleconsultation with our team of medical practitioners with a few simple clicks. The teleconsultation was also tagged to their identification number such that delivery of medication to their dormitories could be arranged in a timely manner.

In addition, our panel of medical practitioners also supported the Singapore Ministry of Health’s Home Recovery Program for COVID-positive patients under home recovery and quarantine order by screening patients virtually to confirm that they are suitable for home recovery, providing teleconsultations, delivering medication and in-person swabbing services.

For our services rendered to Singapore during the COVID-19 pandemic, including our support towards the provision of medical services to migrant workers and our assistance in the Singapore Government’s Home Recovery Program for COVID-positive patients, we were awarded The President’s Certificate of Commendation (COVID-19) in 2023 as well as a Certificate of Appreciation by the Singapore Ministry of Manpower in 2022.

Regulation

Our Group is subject to the laws and regulations of Singapore, where some of our Group Companies carry on their business and operations. This section sets forth a summary of the most significant rules and regulations that affect our business activities in Singapore. They are not exhaustive and are only intended to provide some general information to prospective investors. They are neither designed nor intended to be a substitute for professional advice. We recommend that prospective investors should consult their own advisers regarding the implications of such laws and regulations on our Group.

Healthcare Services Act 2020 (“HCSA”)

The HCSA was enacted in 2020 to replace the Private Hospitals and Medical Clinics Act (the “PHMC Act”). The PHMC Act was progressively implemented in three phases, which was completed in end-2023 when the PHMC Act was repealed. As part of Phase 1 of the implementation of the amendments to the HCSA, healthcare service providers that held PHMC Act licenses were encouraged to port over their existing license to a HCSA license or obtain a new HCSA license. As part of Phase 2 of the implementation, healthcare service providers would have had to transit their license under the PHMC Act to the HCSA in order to continue offering their healthcare services. One of our Group companies, MaNaDr Clinic Pte. Ltd., operates a medical clinic in Singapore. Our medical clinic in Singapore under the name “MaNaDr Clinic” located at 371 Beach Road, #02-52 City Gate, Singapore holds a license issued by the Ministry of Health of Singapore (the “MOH”), which is subject to the HCSA, the subsidiary legislation thereunder and any directions or guidelines as may be given or issued from time to time by the Director-General of Health (the “DGH”).

Section 8 of the HCSA provides that a person must not provide a licensable healthcare service unless the person is authorized to do so by a license under the HCSA. Any person who contravenes this provision shall be guilty of an offense and shall be liable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding two years or to both but if the person has any previous qualifying conviction, to a fine not exceeding S$200,000 or to imprisonment for a term not exceeding two years or to both. Section 9 of the HCSA further provides inter alia that a licensee must not provide a licensable healthcare service at any permanent premises in Singapore that is not an approved permanent premises for the provision of the licensable healthcare service or using any conveyance that is not an approved conveyance for the provision of the licensable healthcare service or by any other service delivery mode that is not approved for the provision of the licensable healthcare service. A licensee that contravenes this shall be guilty of an offense and shall be liable on conviction in the case of a first offense, to a fine not exceeding S$50,000 or to imprisonment for a term not exceeding 12 months or to both and if the licensee has a previous qualifying conviction, to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding 12 months or to both.

Pursuant to the amendments to the HCSA, the regulatory scope under the HCSA is broadened to include healthcare services, nursing and allied health services. In recognition of new and emerging healthcare services that are not based out of physical locations, such as telemedicine and mobile medical services, the regulatory basis has been shifted from a “premises-based” licensing regime to a “services-based” licensing regime in which healthcare providers will be licensed based on the types of services they provide, instead of the physical premises in which the services are provided.

Governance and oversight over the provision of healthcare services have also been strengthened following the implementation of the amendments to the HCSA. In this regard, the HCSA introduces: (a) enhanced roles for the principal officer (in respect of a licensed healthcare service) responsible for overseeing the day-to-day operations of the service and ensuring operational compliance with the HCSA; (b) the requirement for the appointment of a clinical governance officer for certain selected services responsible for clinical and technical oversight of more complex services that require specialized expertise; and (c) the requirement that the governing body of a licensed healthcare service possesses the competence and skills to carry out its role.

The amendments to the HCSA will also authorize the MOH to obtain and publish information on non-compliant licensees and unlicensed providers. Publicity restrictions will also be tightened to prohibit unlicensed persons from advertising healthcare service claims. Additionally, licensees will be required to contribute to the National Electronic Health Record (the “NEHR”). NEHR enables a patient’s health record to follow them regardless of where they seek treatment such that a patient’s records will not be lost should a provider cease operations.

Safeguards will be put in place to ensure that patients’ NEHR records are kept confidential. NEHR can be accessed only for purposes of patient care, and not for other purposes, including assessment for employment and insurance. Measures, including the provision of access logs to patients and regular audits on NEHR access, will be instituted to protect against illegitimate access. Penalties will be imposed for unauthorized access. All patients will by default have their specified health data contributed to NEHR. Patients who do not wish for their records to be accessed via NEHR may opt out. Patients who have opted out will continue to have their information uploaded to NEHR, but with access blocked (that is, no healthcare providers can access their NEHR record) to allow past information to be unlocked should the patient choose to opt back in at a later point in time.

The amendments to the HCSA also aim to update the penalties for offenses to be aligned with comparable offenses under other recently enacted legislations.

Medical Registration Act 1997 of Singapore (the “Medical Registration Act”)

The practice of medicine by doctors in Singapore is subject to the Medical Registration Act, which provides for, inter alia, the establishment of the Singapore Medical Council (the “SMC”) and the registration of medical practitioners in Singapore. The functions of the SMC include, inter alia:

(a)       keeping and maintaining registers of registered medical practitioners;

(b)       approving or rejecting applications for registration under the Medical Registration Act or approving any such application subject to such restrictions as it may think fit;

(c)       issuing practising certificates to registered medical practitioners;

(d)       making recommendations to the appropriate authorities for the training and education of registered medical practitioners; and

(e)       determining and regulating the conduct and ethics of registered medical practitioners.

Under Section 13 of the Medical Registration Act, no person shall practice medicine or do any act as a medical practitioner unless he is registered under the Medical Registration Act and has a valid practising certificate. Under Section 17 of the Medical Registration Act, any person who is not qualified and inter alia, (a) practises medicine; (b) willfully and falsely pretends to be a duly qualified medical practitioner; (c) practises medicine or any branch of medicine, under the style or title of physician, surgeon or doctor; or (d) advertises or holds himself out as a medical practitioner, shall be guilty of an offense and shall be liable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding 12 months or to both. In the case of a second or subsequent conviction, a fine not exceeding S$200,000 or imprisonment for a term not exceeding two years or to both.

Nurses and Midwives Act 1999 of Singapore (the “Nurses and Midwives Act”)

The practice of nursing by nurses is regulated by the Nurses and Midwives Act. Nurses require a valid practising certificate issued by the Singapore Nursing Board under Section 18 of the Nurses and Midwives Act.

According to Section 26 of the Nurses and Midwives Act, any person who is not qualified and inter alia, (a) takes or uses the name or title of nurse in any language, either alone or in combination with any other words or letters, or any name, title, addition, description, uniform or badge, implying that the person is a qualified nurse or that the person is qualified to carry out an act of nursing; (b) being a person whose name is included in any part of the Roll of Nurses (the “Roll”), takes or uses any name, title, addition or description or otherwise does any act which falsely implies that the person’s name is included in some other part of the Roll, as the case may be; (d) knowing that some other person is not a qualified nurse and with intent to deceive, makes any statement or does any act calculated to suggest that that other person is a nurse or qualified nurse, shall be guilty of an offense and shall be liable on conviction to a fine not exceeding S$10,000.

Under Section 30 of the Nurses and Midwives Act, any person who (a) procures or attempts to procure registration, enrolment, a certificate of registration, a certificate of enrolment or a practising certificate, by knowingly making or producing or causing to be made or produced any false or fraudulent declaration, certification, application or representation whether in writing or otherwise; (b) willfully makes or causes to be made any false entry in the Roll; (c) forges or alters a certificate of registration, a certificate of enrolment or a practising certificate; (d) fraudulently or dishonestly uses as genuine a certificate of registration, a certificate of enrolment or a practising certificate which the person knows or has reason to believe is forged or altered; or (e) buys, sells or fraudulently obtains a certificate of registration, a certificate of enrolment or a practising certificate, shall be guilty of an offense and shall be liable on conviction to a fine not exceeding S$10,000 and, in the case of a second or subsequent conviction, to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding six months or to both.

Section 28 of the Nurses and Midwives Act provides that there must not be the employment or engagement of a person who is not a qualified nurse to carry out any act of nursing. An employer who contravenes this by hiring unqualified persons to carry out nursing acts shall be guilty of an offense and shall be liable on conviction to a fine not exceeding S$10,000 and, in the case of a second or subsequent conviction, to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding six months or to both.

Pharmacists Registration Act 2007 of Singapore (the “Pharmacists Registration Act”)

If a person did not obtain the required certifications and requirements by the Singapore Pharmacy Council in accordance with Section 22 of the Pharmacists Registration Act, to act validly as a pharmacist, he or she would be deemed as unauthorized to act as a pharmacist.

Under Section 28 of the Pharmacists Registration Act, an unauthorized person shall be guilty of an offense if the person (a) practices pharmacy; (b) willfully and falsely pretends to be a duly qualified pharmacist; (c) practises pharmacy or any branch of pharmacy, under the style or title of a pharmacist or under any name, title, addition or description implying that the person holds any diploma or degree in pharmacy or in any branch of pharmacy; (d) takes or uses the name or title of pharmacist, pharmaceutical chemist, druggist, apothecary, or any other word in any language having the same meaning or with similar intent; (e) takes or uses any name, title, sign, uniform, badge, or any other addition or description implying, whether in itself or in the circumstances in which it is used, that the person is qualified to practise as a pharmacist; or (f) advertises or holds himself or herself out as a pharmacist. In addition, Section 29 of the Pharmacists Registration Act provides that where an offense is committed under Section 28 of the Pharmacists Registration Act by any unauthorized person acting as an employee, an agent or a partner of another person, that other person shall also be guilty of an offense.

Our subsidiary, 1Healthservice Pte. Ltd., holds a pharmacy license issued by the Health Sciences Authority (the “HSA”).

Health Products Act 2007 of Singapore (the “Health Products Act”)

The Health Products Act and the regulations thereunder regulate, inter alia, the manufacture, import, supply, presentation and advertisement of health products, which include therapeutic products, medical devices and cosmetic products.

Under the Health Products Act, except in such cases as may be prescribed, a valid importer’s license is required to import therapeutic products and medical devices and a valid wholesaler’s license is required to engage in the wholesale supply of therapeutic products and medical devices. In addition, no person shall supply any therapeutic product or medical device to any other person unless such therapeutic product or medical device has been registered in accordance with the provisions of the Health Products Act. Any person who contravenes these provisions is guilty of an offense.

An application for an importer’s license or a wholesaler’s license for a therapeutic product must be made to the HSA in the prescribed form and manner. The Health Products (Therapeutic Products) Regulations 2016 stipulate certain requirements that must be satisfied before such license may be issued to an applicant. An applicant of an importer’s license or a wholesaler’s license must also be able to provide and maintain, or ensure the provision and maintenance of, such staff, premises, equipment and facilities for the handling and storage of the therapeutic product as are necessary to prevent the deterioration of the therapeutic product while it is in the applicant’s ownership, possession or control. In addition, an applicant for an importer’s license or a wholesaler’s license must be able to comply with the Pharmaceutical Inspection Convention and Pharmaceutical Inspection Co-operation Scheme Guide to Good Manufacturing Practice for Medicinal Products in relation to the manufacture of the therapeutic product.

No license is required for the manufacture, importation or wholesale supply of cosmetic products in Singapore. However, the Health Products (Cosmetic Products – ASEAN Cosmetic Directive) Regulations 2007 provides that prior notification to the HSA in the prescribed form is required before a cosmetic product may be supplied in Singapore, unless the cosmetic product is supplied solely as a sample in connection with any advertising, sponsorship or promotional activity, is supplied solely by the transfer of possession as a gift, is supplied solely for testing or trial use in connection with any research or development of that product or is manufactured by or in accordance with the specifications of a medical practitioner, and supplied solely by that medical practitioner for the use of patients under his care. Any person who contravenes this provision is guilty of an offense.

The Health Products Act imposes various duties on importers, suppliers and registrants of health products. In particular, the Health Products Act stipulates that where an importer, a supplier or a registrant of a health product becomes aware of any defect in the health product or any adverse effect that has arisen or can arise from the use of the health product, such person has a duty to inform the HSA of the defect or adverse effect within the prescribed time. Any person who fails to do so is guilty of an offense and shall be liable on conviction to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding 12 months or to both.

Regulation 4 of the Health Products (Licensing of Retail Pharmacies) Regulations 2016 stipulates that a person must not supply any specified health product through telepharmacy services unless the person has a valid pharmacy license and has obtained the prior approval of the HSA to provide telepharmacy services at or from the retail pharmacy specified in the pharmacy license and complies with the conditions imposed by the HSA.

Medicines Act 1975 of Singapore (the “Medicines Act”)

Our pharmacy in Singapore holds a pharmacy license issued by the HSA and is subject to the provisions of the Medicines Act and any directions or guidelines as may be given or issued from time to time by the HSA. The Medicines Act makes provisions with respect to medicinal products and medical advertisements and matters connected therewith. It applies generally to medicinal products, including Chinese proprietary medicines, but does not apply to therapeutic products, medical devices and cosmetic products, which are governed under the Health Products Act. The Medicines Act stipulates, inter alia, that no person shall sell any medicinal product by way of wholesale dealing except in accordance with a wholesale dealer’s license. Any person who contravenes these provisions is guilty of an offense.

Pursuant to the provisions of the Medicines Act, in determining whether to issue or refuse to issue a license, the HSA shall have regard to the safety of medicinal products to which the application relates, the efficacy of medicinal products for the purposes for which it is proposed to be administered, the quality of medicinal products and the provisions proposed for securing that the products as sold or supplied will be of that quality and whether the grant of a product license for the medicinal products will be in the public interest.

Pursuant to the Medicines Act, the person selling or supplying any medicinal product must adhere to regulations concerning labelling, marking and display of distinctive marks on containers and packages of medicinal products. Further, persons who publish any medical advertisement that refers to any skill or service relating to the treatment of any disease or condition, or directly or indirectly suggest that the article advertised will prevent, alleviate or cure any disease or condition, shall be guilty of an offense under the Medicines Act.

The Health Products (Licensing of Retail Pharmacies) Regulations 2016 (the “Licensing of Retail Pharmacies) Regulations”) provides that a person must not supply by retail sale and specified health product, unless, inter alia, it holds a pharmacy license and the supply of the specified health product is carried out at or from the retail pharmacy specified in the pharmacy license by an in-store pharmaceutical officer or in the absence of that office, by a special mode with the prior approval of the HSA.

The qualification requirements and application processes for registration of pharmacists and the regulation of the practice of pharmacy in Singapore are governed by the Pharmacists Registration Act.

Personal Data Protection Act 2012 (the “PDPA”)

The PDPA generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (being data, whether true or not, about an individual who can be identified from that data or other accessible information), and to provide individuals with the right to access and correct their own personal data. Organizations have mandatory obligations to assess data breaches that they suffer, and to notify the Personal Data Protection Commission (the “PDPC”) and the relevant individuals where the data breach is of a certain severity. The PDPA also imposes various baseline obligations on organizations in connection with permitted uses of, accountability for, the protection of, the retention of, and overseas transfers of, personal data.

The PDPA creates various offenses in connection with the improper use of personal data, certain methods of collecting personal data and certain failures to comply with the requirements under the PDPA. These offenses may be applicable to organizations, their officers and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA empowers the PDPC with significant regulatory powers to ensure compliance with the PDPA, including powers to investigate, give directions and impose a financial penalty of (i) 10% of the annual turnover in Singapore of the organization, in the case of a contravention on or after the date of commencement of Section 24 of the Personal Data Protection (Amendment) Act 2020 by an organization whose annual turnover in Singapore exceeds S$10 million or (ii) S$1 million in any other case. In addition, the PDPA created a right of private action, pursuant to which the Singapore courts may grant damages, injunctions and relief by way of declaration, to persons who suffer loss or damages directly as a result of contraventions of certain requirements under the PDPA.

Management

Directors and Executive Officers

The following table provides information regarding our directors, executive officers and key personnel upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus forms a part.

Siaw Tung Yeng, our co-founder and director, has served as the Co-Chief Executive Officer since our inception in 2016. Dr. Siaw has more than 30 years of professional experience in healthcare and medical informatics, and has been a senior consultant in family medicine since 2004. Dr. Siaw has also been complementing his work as a physician with IT knowledge for over 20 years. Prior to founding the Company, Dr. Siaw served as chief information officer, chairman of medical audit subcommittee and regional medical director of Healthway Medical Group from 2000 to 2004. Healthway Medical Group has one of the largest networks of clinics and medical centers in Singapore, operating more than 100 clinics and medical centers. From 2004 to 2020, Dr. Siaw served as a director overseeing the operation of United Vision Holdings Pte Ltd, which owns several family medicine clinics across Singapore. During the same period, Dr. Siaw also served as a senior consultant family physician of Healthmark Family Medicine Clinic managed by United Vision Holdings Pte Ltd, where he was in charge of delivering comprehensive, continuing and holistic care of all patients in the context of family practice. From 2006 to 2021, Dr. Siaw had been a medical director at Gloco Pte Limited Singapore, which provides health IT services since 2006. Since 2013, Dr. Siaw has been an examiner for Graduate Diploma in Family Medicine. He was also a clinical lecturer (Family Medicine) for Yong Loo Lin School of Medicine, National University of Singapore from 2013 to 2020. Dr. Siaw graduated from the National University of Singapore with a Bachelor of Medicine, Bachelor of Surgery degree in 1991 and a Master of Medicine degree in 1995. He was also awarded fellowship at the College of Family Physician in 2000.

Currently, Dr. Siaw also serves as a member of Singapore Medical Council’s Complaints Panel, a member of Singapore Medical Council’s Disciplinary Committee, a senior consultant family physician of HealthLight Family Medicine Clinic, an examiner in Graduate Diploma in Family Medicine examination, and an advisor of Singapore Family Medicine Continuing Medical Education.

Teoh Pui Pui, our co-founder, director and Chairwoman of the Board, has been our Co-Chief Executive Officer and Chief Operating Officer since 2019 and is primarily responsible for developing and implementing business strategies, managing relationships with key stakeholders and overseeing the day-to-day operations of the organization. Dr. Teoh is also our medical doctor in charge of medical diagnosis and treatment. Dr. Teoh also serves as the director of EC Family Clinic and the director of Punggol Ripples Family Clinic in Singapore. In these roles, Dr. Teoh is primarily responsible for the management of the clinics, overseeing the clinics’ strategic objectives, policies and overall directions. From 2004 to 2007, Dr. Teoh served as an instructor in Advance Trauma Life Support. From 2003 to 2007, Dr. Teoh served as the surgical resident (general surgery and hand surgery) of National Healthcare Group, which is a leader in public healthcare in Singapore and recognized for the quality of its medical expertise and facilities. Dr. Teoh was a member of the American Academy of Family Physicians from 2013 to 2017 and an academy member of International Master Course on Aging Science Asia from 2016 to 2017. She currently serves as an associate of American Aesthetic Association, a member of American Society for Laser Medicine and Surgery, Inc, and a member of American Academy of Aesthetic Medicine. Dr. Teoh graduated with a Bachelor of Medicine, Bachelor of Surgery degree from National University of Singapore in 2002, a Post Graduate Diploma in Practical Dermatology from Cardiff University, UK in 2010, a Post Graduate Diploma in Family Medicine from National University of Singapore in 2011, and a Post Graduate Diploma in Aesthetic Medicine from American Academy of Aesthetic Medicine in 2016. She also holds various certificates, including the Certificate of Accreditation Family Physician awarded by the Ministry of Health of Singapore, the Certificate of Registration Family Physician awarded by the Singapore Medical Council, as well as Certificate in Aesthetic Medicine and Certificate in Mesotherapy awarded by the American Academy of Aesthetic Medicine.

Lai Kuan Loong Victor will begin serving as our independent director immediately upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus forms a part. Mr. Lai will serve as the chairman of the audit committee and as a member of the compensation and nominations committees. Mr. Lai has over 20 years of professional and management experience with a focus on corporate advisory in the capital markets sector. He is currently the principal consultant at CitadelCorp Pte Ltd since 2020, where he advises clients on corporate transactions and governance matters. Mr. Lai started his career at PricewaterhouseCoopers in 2002, and his last position there was Director in 2014. During his tenure, he covered both audit and advisory engagements. From 2015 to 2019, he was the Regional Managing Director at Boardroom Limited, where he advised clients on corporate governance, compliance with listing rules, and various listing and de-listing transactions. At present, he also serves as an independent director and chairman of the board at Astaka Holdings Limited, a SGX-listed property development and management company, since 2019, and as an independent director at Universal Terminal(s) Pte Ltd, a company providing fuel storage services, since 2020. Since 2021, he has been an external adviser at Bain & Company, where he is engaged by Bain’s clients to advise on commercial and regulatory due diligence matters, and a member of the Audit Committee of the Research Entities of Agency for Science, Technology and Research (A*STAR), a statutory board under the Ministry of Trade and Industry of Singapore.

Mr. Lai obtained his bachelor of accountancy with honors from Nanyang Technological University and was qualified as a Chartered Accountant (Practising) by the Institute of Singapore Chartered Accountants in 2002. He obtained his Public Accountant qualification in 2014 from the Accounting & Corporate Regulatory Authority.

Lun Kwok Chan will begin serving as our independent director immediately upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus forms a part. Dr. Lun will serve as the chairman of the nominations committee and as a member of the audit and compensation committees. Dr. Lun has more than 40 years of professional experience in medical science and informatics. He founded and is currently the chief executive officer of Gateway Consulting Pte Ltd, since 2006 a company specializing in professional training in the areas of biostatistics and health informatics. He began his career as a lecturer at the Faculty of Science, National University of Singapore (“NUS”) in 1974, and left NUS as an associate professor in 2001. From 2007 to 2008, he briefly taught at Duke-NUS Graduate Medical School. From 2001 to 2010, Dr. Lun held various positions at Nanyang Technology University, including serving as the adjunct professor and vice dean of the School of Biological Science. He was the professorial fellow at the Department of Information Systems, NUS when he retired in 2014.

Dr. Lun obtained his bachelor of science degree from the University of Singapore in 2017, his Ph.D. degree from the University of Birmingham in 1971, and his master of science degree from the University of London in 1980. He has been appointed as the course director of 10x10 International Course on Health Informatics, in collaboration with Oregon Health and Science University, USA since 2022, and has been serving on the editorial board of the Journal of Experimental and Clinical Medicine since 2009.

Gabe Rijpma will begin serving as our independent director immediately upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus forms a part. Mr. Rijpma will serve as the chairman of the compensation committee and as a member of the audit and nominations committees. Mr. Rijpma is currently the chief executive officer and director of Aceso Health, a company delivering platform solutions for the healthcare industry aimed at enhancing the experience of care for both patients and healthcare providers. From 2006 to 2019, he held various positions at Microsoft across multiple geographies including Australia, the United States, and Singapore. His most recent role there was the senior director of Health & Social Services for Asia, where he led his team to scale up an emerging health business rapidly. Mr. Rijpma received his education in Business Computing from the Christchurch Institute of Technology from 1992 to 1994. He is also a fellow of the Australasian Institute of Digital Health and a founding fellow of Health Informatics New Zealand.

Peng Chee Yong joined our Company in 2022 and is currently our Chief Financial Officer overseeing key financial aspects including management of a finance team to set up our financial reporting system, supporting senior management in developing plans for financial growth, financial reporting, forecasting and budgeting, compliance with applicable accounting and legal requirements, as well as tax matters. Mr. Peng was the assistant manager at KPMG from 2009 to 2013, and audit supervisor at Baker Tilly from 2013 to 2015. From 2015 to 2018, he served as the audit and investment manager at ISOTeam Ltd., a SGX-listed leading facilities maintenance specialist for the public sector company. From 2018 to 2021, he was the IPO consultant at Pinedex Pte. Ltd., a consultancy company, where his main duties concentrated on pre-IPO assessments and financial matters such as coordinating internal and external audits, and preparing profit and working capital forecasts. Immediately prior to joining our Company, Mr. Peng was the chief financial officer of IAG Holdings Limited, a HKEX-listed company specializing in medical devices manufacturing, where his duties primarily included overseeing and ensuring compliance with the regulatory requirements of HKEX in financial reporting, accounting, tax, and internal controls. Mr. Peng earned his Bachelor of Accountancy degree from Northern University of Malaysia and graduated with first class honors. He has been qualified as a CPA in Australia since 2012, and as a Chartered Accountant in Singapore since 2017.

Rex Chin Chien Howh has served as our financial controller since 2022 and is primarily responsible for the management of cashflow and financial statements, including reviewing of all the subsidiaries’ daily, weekly and monthly financial statements close process controls to ensure all financial statements presented are in accordance with IFRS and US GAAP. He also supported the senior management in overseeing the monthly financial performance and setting KPIs for each business unit to ensure their business performance and future business planning. Prior to joining our Company, since 2021, Mr. Chin was a project cost controller in UEM Sunrise Bhd, a leading property developer in Malaysia, where he managed tax and financial operations, including the review and approval of payments, the preparation of revenue analysis and annual budget, as well as the assessment of the company’s tax position. From 2018 to 2019, Mr. Chin was a finance manager in the Johor division of another leading Malaysian property developer, IOI Properties Bhd, overseeing financial reporting, cash flow forecasts, annual budget as well as daily financial and tax operations. From 2013 to 2017, Mr. Chin worked in Ernst & Yong in Malaysia and held various positions including audit associate and audit assistant manager, where he engaged in the audits of listed companies and multinational corporations across various industries. He obtained his Diploma in Accounting from the Southern College University, Malaysia in 2009, his Bachelor’s Degree in Accounting and Finance from the University of Wales, UK in 2012, and became a fellow member at the Association of Chartered Certified Accountants in 2016.

Law Pei Bei has served as our Chief Business Officer since 2022. Ms. Law is primarily in charge of the coordination of departments, supporting senior management in developing plans for business growth, and business development activities. Prior to assuming her role as our Chief Business Officer, Ms. Law served as the marketing executive of DMG & Partners Securities Pte Ltd from 2012 to 2014 and the asset management & operations executive of IHC Medical Assets Pte Ltd from 2014 to 2016. From 2017 to 2022, she served as the head of business development & operations of Sano Pain Care Group, a pain care specialist offering drugless therapies in Malaysia since 2008, where her main duties included managing the healthcare business chain, expanding business scale, identifying areas of growth, and developing strategic partnerships with key stakeholders. From 2019 to 2022, she was the co-founder and head of business development & operations of Moss Motion, a design studio creating contents and experiences for brands to help them achieving business goals, primarily responsible for identifying new business opportunities, overseeing day-to-day operations, and maintaining relationships with clients and partners. She earned her Bachelor of Business Management & Law degree from Aomori Chuo Gakuin University in Japan in 2012, and earned her MBA degree from University of Cardiff Metropolitan in the UK in 2017.

Nathan Siaw Seng Taat has joined us since 2022 as Deputy Medical Officer and is now serving as our Chief Medical Officer, overseeing the recruitment and supervision of medical staff, the compliance of medical staff with Company policies and agenda, the development and approval of medical-related policies and procedures, as well as the training and promotion of subordinate staff under medical directors. Prior to assuming his role as Chief Medical Officer, he was an ophthalmology medical practitioner with Tan Tock Seng Hospital, Changi General Hospital, Singapore National Eye Centre and National University Hospital, and a medical officer with Singapore General Hospital and Changi General Hospital, where he was responsible for the care of patients from the emergency department to the general wards. From 2020 to 2022, Dr. Siaw was also a Singapore Armed Forces Medical Officer, where he was responsible for the daily operations of the medical center, the training and education of the medics in his camp, as well as patient care. He was also appointed as the medical officer in charge of the army care facility during the COVID-19 pandemic, and together with the task force, crafted policies and directives related to the medical care of local and overseas soldiers. He obtained his Bachelor of Medicine, Bachelor of Surgery degree from National University of Singapore in 2018, and was awarded Singapore Health Quality Service Award by the Singapore National Eye Center and Singapore Health Services group in 2021. 

Felicia Chan Siew Siew has served as our Chief Technology Officer since 2017 and is primarily responsible for leading projects, developing and delivering computer programs, system software and network solutions to internal and external customers. Before joining Mobile-health, Ms. Chan worked as the assistant manager and analyst programmer in Gloco Malaysia Sdn Bhd, a leading healthcare IT system provider in Malaysia since 1997, from 2008 to 2014. From 2014 to 2017, she served as the co-technical lead and senior software developer in Manulife Technology and Services Sdn Bhd, a company providing software development services to members of Manulife group which is a leading financial services provider worldwide, where she provided advice and proposed solutions to resolve technical problems, as well as developed or enhanced new and existing technological features and infrastructures while working closely with business analysts’ team. Ms. Chan graduated with first class honors from University Tun Abdul Razak with a Bachelor’s Degree in Computer Science/Information Technology in 2007.

Board of Directors

Our Board will consist of 5 directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus forms a part. A director is not required to hold any shares in our Company to qualify to serve as a director. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract with our Company is required to declare the nature of his or her interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a shareholder of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest with regard to any contract so made or transaction so consummated.

Subject to any separate requirement for audit committee approval under applicable law or the Listing Rules of the Nasdaq Stock Market and disqualification by the chairman of the relevant board meeting, a director may not vote in respect of any contract or transaction or proposed contract, that he or she may be interested therein, but he or she may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract shall come before the meeting for consideration. Our Board may exercise all of the powers of our Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital, or any part thereof, and to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our Company or of any third-party. None of our directors has a service contract with us that provides for benefits upon termination of service.

As a Cayman Islands company listed on the Nasdaq Capital Market, we are a foreign private issuer and are permitted to follow the home country practice with respect to certain corporate governance matters rather than complying with Nasdaq corporate governance standards. Cayman Islands law does not require a majority of a publicly traded company’s board of directors to be comprised of independent directors. However, to enhance our corporate governance, we elect to follow Nasdaq corporate governance standards in having a majority of our board comprised of independent directors.

Committees of the Board

Upon the effectiveness of this offering, we intend to establish an audit committee, a compensation committee and a nominations committee under the Board. We intend to adopt a charter for each of the three committees prior to the completion of this offering. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of Lai Kuan Loong Victor, Lun Kwok Chan and Gabe Rijpma, and will be chaired by Lai Kuan Loong Victor. Our Board has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. Our audit committee will consist solely of independent directors that satisfy the Nasdaq Capital Market and SEC requirements within one year of the completion of this offering. Our Board has also determined that Lai Kuan Loong Victor qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Listing Rules of the Nasdaq Stock Market. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee will be responsible for, among other things:

Compensation Committee. Our compensation committee will consist of Gabe Rijpma, Lai Kuan Loong Victor and Lun Kwok Chan, and will be chaired by Gabe Rijpma. Our Board has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. Our compensation committee will assist the Board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:

Nominations Committee. Our nominations committee will consist of Lun Kwok Chan, Lai Kuan Loong Victo and Gabe Rijpma, and will be chaired by Lun Kwok Chan. Our Board has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The nominations committee will assist the Board in selecting individuals qualified to become our directors and in determining the composition of the Board and its committees. The nominations committee will be responsible for, among other things:

Board Advisers