Basel Medical (BMGL) F-1Registration statement (foreign)

As filed with the U.S Securities and Exchange Commission on September 13, 2024.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Basel Medical Group Ltd

(Exact name of Registrant as specified in its charter)

6 Napier Road,

Unit #02-10/11 Gleneagles Medical Centre

Singapore 258499

Telephone: +65 6291 9188

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

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(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.

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

PRELIMINARY PROSPECTUS (Subject to Completion)

Dated September 13, 2024

Basel Medical Group Ltd

[    ] Ordinary Shares

This is an initial public offering of [   ] ordinary shares of Basel Medical Group Ltd (“Basel Medical”), a BVI business company incorporated in the British Virgin Islands. We currently anticipate the initial public offering price of our ordinary shares to be between US$[   ] and US$[   ] per ordinary share.

Prior to this offering, there was no public market for our ordinary shares. We will apply to list the ordinary shares on Nasdaq Capital Market under the symbol “BMGL.” At this time, Nasdaq has not yet approved our application to list our ordinary shares. There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering would not be completed.

Additionally, upon the completion of this offering, we will be a “controlled company” as defined under corporate governance rules of Nasdaq Stock Market, because Rainforest Capital VCC will beneficially own approximately [   ]% of our then-issued and outstanding ordinary shares and will be able to exercise approximately [   ]% of the total voting power of our issued and outstanding ordinary shares immediately after the consummation of this offering, assuming the underwriters do not exercise their option to purchase additional ordinary shares. For further information, see “Principal Shareholders” and “Prospectus Summary—Implications of Being a Controlled Company.”

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws, and, as such are eligible for certain reduced public company reporting requirements for this prospectus and future filings. See the section titled “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additional information.

The underwriters have a forty-five (45)-day option to purchase up to an additional [   ] ordinary shares (or 15% of the number of ordinary shares sold in the offering) from us at the initial public offering price less the underwriting discounts.

Neither the United States 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.

The underwriters expect to deliver the ordinary shares against payment on [  ].

The date of this prospectus is [  ]

TABLE OF CONTENTS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ordinary shares offered hereby, but only under circumstances and in jurisdictions where it is 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 ordinary shares.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until [  ] (the 25th day after the date of this prospectus), all dealers that buy, sell or trade 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 underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ordinary shares discussed under “Risk Factors” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in our securities.

OUR MISSION

Basel Medical transcends the role of a conventional healthcare provider. We strive for excellence in medical services and aim to serve as a beacon of hope for patients across Singapore and Southeast Asia. Our mission encompasses the four following commitments:

Patient–Centered Care. We prioritize our patient’s wellbeing above all else.

Innovation. We strive for excellence through innovation and expertise.

Global Accessibility. We believe that quality healthcare should be universally available.

Continuous Improvement. We constantly improve our services to meet evolving patient needs.

OVERVIEW

With over 20 years of medical services experience, Basel Medical’s journey began with a simple commitment – to restore healthy and active lifestyles, one at a time. Today, that commitment has transformed into a vision for innovation, growth and far-reaching impact.

We rely on an experienced group of medical practitioners to provide a wide spectrum of general and subspecialized orthopedic, trauma, sports medicine and neurosurgical services such as knee/hip replacements, sports medicine/surgery, spine surgery, foot/ankle surgery, minimally invasive orthopedic procedures and other complex neurosurgical procedures. We operate our two clinics at Gleneagles Medical Centre in Singapore and currently have five medical practitioners practicing with Basel Medical (together with its subsidiaries, the “Group”), comprising four orthopedic specialists and one neurosurgery specialist. The services provided by our clinics include, but are not limited to, consultation, medical diagnosis and medical or surgical treatments for orthopedic, trauma, sports medicine and neurological conditions and our clinics are equipped with the facilities needed to perform a variety of procedures on site and minor surgical services, while more complex surgical procedures are performed at operating theaters of other hospitals with such facilities.

Our Group has a patient-oriented philosophy of providing personalized, quality and integrated medical care. We aim to be a one-stop integrated healthcare provider for all musculoskeletal-related medical care, including post-surgery rehabilitation services such as physiotherapy as well as other ancillary services such as pain management.

Within the next 12 to 18 months, we intend to actively seek acquisition and collaboration partners in Singapore and Malaysia. Our acquisition and collaboration targets include general practitioner (GP) clinics and specialist clinics that complement our orthopedic services, particularly those focused on the musculoskeletal system, aging treatments, physiotherapy and occupational therapists. Our goal is to become an internationally known medical services provider in the Southeast Asian market, with a presence in at least four Southeast Asia countries (potentially covering Singapore, Malaysia, Indonesia and Thailand) within the next three years. As of the date of this prospectus, we have not identified such targets.

OUR COMPETITIVE STRENGTHS, PROSPECTS AND GROWTH STRATEGIES

We believe the following competitive strengths differentiate us from other industry participants:

We believe that the following factors will be key to our future growth prospects.

Our business strategies and future plans are as follows:

OUR SERVICES

We aim to be a one-stop integrated healthcare provider for all musculoskeletal-related and neurosurgical medical care in Singapore, including post-surgery rehabilitation services such as physiotherapy as well as other ancillary services such as pain management. We are proud to offer a wide range of services that meet the needs of adults, seniors and pediatric patients. Our team of specialist doctors and experienced therapists specialize in orthopedic surgeries and treatments, rehabilitative therapy, and neurosurgery.

CORPORATE HISTORY AND STRUCTURE

Basel Medical is a BVI business company incorporated on August 10, 2023, with operations conducted by our subsidiaries based in Singapore. Our founder, Dr. Kevin Yip, started practicing in Singapore in 2001 as a sole proprietor, when our first clinic was set up, and our first subsidiary, SSO Clinic, was incorporated in 2004. From 2004 to the 2020s, we expanded our operations and we currently operate two clinics in Singapore, Spine & Orthopaedics Centre (Singapore) and Singapore Sports & Orthopaedic Clinic.

In June 2023, AIP Investment Partners Pte. Ltd., an asset management company based in Singapore, through its sub-fund Basel Medical Fund from the private equity umbrella fund Rainforest Capital VCC, acquired Singmed Specialists. Following a further corporate reorganization to prepare for this offering, our current corporate structure prior to the offering is as follows:

Following this offering, and assuming the over-allotment option is not exercised, our corporate structure will be as follows:

CORPORATE INFORMATION

Basel Medical was incorporated in the BVI on August 10, 2023 with registered number 2129740 as a BVI business company with liability limited by shares. Our BVI registered office is located at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands VG1110. Our principal executive offices are located in Singapore at 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499. Our telephone number at this address is +65 6291 9188. Our agent for service of process in the United States is Puglisi & Associates at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.baselmedical.com. The information contained on our website is not a part of this prospectus.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than US$1.235 billion in revenue for our last financial year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. 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. We have elected to take advantage of such exemptions. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies that have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the financial year during which we have total annual gross revenue of at least US$1.235 billion; (ii) the last day of our financial year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

IMPLICATIONS OF BEING A FOREIGN PRIVATE ISSUER

We are also considered a “foreign private issuer.” Accordingly, upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. This means that, even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.

In this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private issuer. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities.

IMPLICATIONS OF BEING A CONTROLLED COMPANY

Upon the completion of this offering, Rainforest Capital VCC will beneficially own [   ]% of our total issued and outstanding ordinary shares, representing [   ]% of our total voting power, assuming that the underwriters do not exercise their option to purchase additional ordinary shares, or [   ]% of our total issued and outstanding ordinary shares, representing [   ]% of our total voting power, assuming that the option to purchase additional ordinary shares is exercised by the underwriters in full. As a result, we will be a “controlled company” as defined under Nasdaq Stock Market Rules because Rainforest Capital VCC will hold more than 50% of the voting power for the election of directors. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See “Risk Factors—Risks Related to this Offering and Ownership of our Shares—We will be a “controlled company” after our listing under the Nasdaq corporate governance rules and, as a result, will be eligible to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies.”

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Except otherwise indicated or the context otherwise requires:

Companies and Personnel within our Group

Technical Terms

General conventions

Unless otherwise indicated, (a) information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional ordinary shares, and (b) references in this prospectus to this offering are to our offering of ordinary shares pursuant to this prospectus.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

INDUSTRY DATA

This prospectus contains estimates and information concerning our industry, including the size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves a number of assumptions and limitations. We have not independently verified the accuracy or completeness of the data contained in these 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.

Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

RISK FACTORS SUMMARY

Investing in our ordinary shares involves a high degree of risk. Investors in the ordinary shares are not purchasing equity securities of our subsidiaries that have substantive business operations in Singapore but instead are purchasing equity securities of a BVI business company. Basel Medical is a BVI business company that conducts substantial business operations in Singapore through its Singapore subsidiaries. Such structure involves unique risks to investors in the ordinary shares.

You should carefully consider the risks and uncertainties summarized below, the risks described under the “Risk Factors” section beginning on page 12. The risks described in “Risk Factors” in this prospectus may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our growth strategy. Some of the more significant risks include the following:

Risks Related to Our Business

Risks Related to the Medical Healthcare Industry

Risks Related to this Offering and Ownership of Our Shares

THE OFFERING

RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our ordinary shares. 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 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 ability to pay dividends. In such case, the market prices of the ordinary shares could decline and you may lose part or all of your investment.

Risks Related to our Business

We are dependent on our key medical practitioners.

Our Group’s specialist orthopedic, trauma, sports medicine and neurosurgical business is spearheaded by our key medical practitioners who are all surgeons with extensive experience in their respective subspecialties. They each play an instrumental role in our Group. If our Group should lose any of their services, it is expected that our Group’s specialist orthopedic, trauma, sports medicine and neurosurgical services business would be adversely affected. There is no assurance that our medical practitioners will continue or renew their employment with us. Competition for medical practitioners may require us to enhance our various remuneration packages in order to remain competitive in recruiting or retaining our employees, which may significantly increase our employee benefits expense. The loss of the services of any of our key medical practitioners without suitable and timely replacements or an inability to attract and recruit qualified medical specialists may have a material adverse effect on our Group’s business, financial position, results of operations and prospects. In addition, certain of the licenses upon which we rely are issued to certain of our medical practitioners, and if we were to lose the employment of such persons, we may face temporary disruptions to the operation of our business while we reapply for such licenses in the name of other of our medical practitioners, which may have a detrimental effect on our Group’s business, financial position and results of operations. See “Licenses, Permits and Approvals”.

Our continued expansion may also be hampered if we are unable to employ sufficiently skilled and qualified medical practitioners to support our operations. It is crucial for our Group to recruit and retain sufficiently skilled and qualified medical practitioners to join us as we rely on their professional judgement in providing consistent and standardized experience and services to our patients. In the event of any erroneous clinical decision and any misjudgment or action on the part of our medical practitioners, we may need to divert a significant amount of resources and incur extra expenses to handle such incidents. In addition, if our reputation or brand image is damaged and/or our medical practitioners are required to suspend his/her medical practice as a result of such medical incidents, it could materially and adversely affect our business and financial conditions, operating results and business prospects.

We occasionally depend on external medical practitioners and vendors, and at times, we may enlist locum doctors to support our operations.

We occasionally depend on external medical practitioners, and at times, we may enlist locum doctors to support our operations. If our key medical specialists were to leave our Group, we may require substantial time to find replacements and we may have to rely on external medical practitioners for extended periods of time. We also rely on external vendors and service providers who second radiologists to us for our patients. Although we typically engage experienced locum doctors or external service providers with whom we are familiar, there is no guarantee that the quality of service they provide will surpass or match the level offered by our regular medical practitioners. In addition, certain of the licenses upon which we rely are issued to external professionals, and if we were to end our business relationship with such persons, we may face temporary disruptions to the operation of our business while we engage the services of other service providers, which may have a detrimental effect on our Group’s business, financial position and results of operations. See “Licenses, Permits and Approvals”.

While there has not been any prior material instance of poor service quality from locum doctors or external service providers causing a material adverse impact on our Group, if our clinics need to be managed by locum doctors or external service providers for extended or frequent periods, this could negatively affect our Group’s business, results of operations, financial condition, and prospects.

We experience competition from other similar orthopedic service providers in private and government-owned hospitals, medical centers and clinics.

We experience competition from other similar orthopedic service providers in private and government-owned hospitals, medical centers and clinics.

The healthcare business is highly competitive, and competition among healthcare providers for patients has intensified in recent years. Other healthcare providers in the areas we operate may provide services similar to those offered by us. This may have an impact on our competitive position and patient volumes. If any of our clinics do not deliver quality medical services or medical services superior to that of other healthcare providers or if our standard charges are higher than our competitors, our patient volumes could decline.

We compete with other government-owned hospitals, private hospitals, medical centers and clinics. We will also have to compete with any future healthcare business operators. Moreover, some of these competitors may have longer operating histories, be more established and have greater financial, personnel and other resources than us. Competitors may price their services lower than ours and exert pricing pressures on us. Some of our competitors may also have plans to expand their facilities, which may exert further pricing and recruitment pressure on us. Increased competition may result in lower profit margins and a loss of market share. In particular, our competitors include medical facilities owned or managed by government agencies and trusts, which may have access to wider financing options or may be in a better commercial position to negotiate for the purchase of inventory on more favorable terms than private healthcare providers owned and managed by for-profit interests, such as ourselves. New or existing competitors may price their services at a significant discount to ours or offer greater convenience or better services or amenities than what we provide. Smaller hospitals and other medical facilities may exert pricing pressures on some or all of our services and also compete with us for doctors and other medical professionals.

Our success depends on our ability to compete effectively against our competitors. If we are forced to reduce the price of our services or are unable to attract patients to our Group, our business, financial position, results of operations and prospects may be materially and adversely affected.

Our business relies to some extent on the recognition of our brand names and trademarks, as well as the reputation of our specialist doctors.

In our business operations, specific brand names, reputation and trademarks play a crucial role. Failure to adequately protect and enhance our brand identities, inability to successfully register trademarks, or insufficient supervision of third-party medical services or facility providers using our brands may lead to a deterioration in market recognition. Unauthorized or improper use of our name, logo, and brand names by external parties may result in brand dilution or reputation damage. Claims and legal actions initiated by our patients or customers can also negatively impact our brand image, potentially hindering the optimal operation of our clinical and specialist services. Consequently, our business, financial condition, results of operations, and prospects may be materially and adversely affected. Given the scale of our operations, which currently only cover Singapore, we have currently registered one trademark in Singapore, but we may create and register other trademarks in the future.

Moreover, given the nature of our clinical and specialist services business, the reputation of our Group and its subsidiaries is inherently tied to the reputation of our specialist doctors. Any negative publicity against our specialist doctors may tarnish their standing in the medical industry, potentially causing a decline in the number of patients visiting our clinics and adversely affecting our business.

We are dependent on the continuing operations of the private hospital and medical center where we conduct our business.

Our clinics are located in a private hospital and medical center, namely, Gleneagles Medical Centre in Singapore. We do not have any lease or other direct agreements with Gleneagles Medical Centre, but our lease agreements are entered into with certain landlords who own property units within Gleneagles Medical Centre. Nonetheless, we utilize the facilities of Gleneagles Medical Centre, such as X-Ray facilities or operating suites, as and when the need arises. For instance, if we utilize the surgical theater of the medical center, the fees for the use of such facility will be billed to the patient directly. If there are any disruptions in the operations of such hospital or medical center, for instance, due to a major fire, a change in public reputation of this hospital or medical center or an outbreak of certain diseases resulting in closure of the hospitals or medical centers for quarantine purposes, our business may be adversely affected owing to our dependence on the facilities in such private hospital and medical center. Additionally, our business in these clinics may also decrease due to a reduction in our patient base. We frequently utilize Gleneagles’ facilities due to their proximity to our clinics, but we are free to utilize other hospitals and medical centers in Singapore, and hence we believe that our relationship with Gleneagles is unlikely to constitute a material risk to our business operations.

We depend on a number of key relationships with corporations for patient volume.

We are dependent on a number of key relationships with corporations with whom we have entered into arrangements for a significant portion of our patient volume. We anticipate that a number of our key relationships with these corporations will continue to account for a significant portion of our patient volume for the foreseeable future. Our dependence on such corporations increases their bargaining power and the need for us to maintain good relationships with them. The loss of one or more of these key relationships, or reduced demand for our managed healthcare solutions from any of our key relationships could have a material adverse effect on our patient volume and accordingly, our business, results of operations, financial condition, cash flows and prospects. There is no guarantee that we will be able to retain our key relationships with all of these corporations or be able to derive a consistent volume of patients from such companies. There is also no assurance that our arrangements with these corporations will not be terminated or be renewed on terms no less favorable to us, or at all.

Increase in operating costs, namely lease rental rates and risk of relocation, may cause disruption to our business operations.

We lease the premises of our existing clinics. Our present lease terms for most of our clinics are for a period of three years or less. Upon the expiry of the leased tenure, the landlords have the right to review and revise the terms and conditions of the lease agreements. We face the possibility of an increase in rent by the landlords or not being able to renew the leases on terms and conditions favorable to us. Any increase in rent would inevitably increase our operating costs, thereby affecting our profits. We will also incur additional costs if we have to relocate our clinics.

We are exposed to the credit risks of customers.

We are exposed to the credit risks associated with our customers, especially our corporate clients which tend to incur larger transaction volumes compared to our individual patients. While past experiences have not seen significant delays in payment adversely affecting our Group’s financials and operations, there is no guarantee that we will consistently collect our trade receivables in full or within a reasonable timeframe, if at all.

In the event of any failure to collect trade receivables fully or promptly, we may need to allocate full or partial allowances for impairment or write off bad debts, potentially causing a material and adverse impact on our Group’s business, financial condition, results of operations, and prospects.

Nevertheless, up to the latest practicable date prior to the date of this prospectus, we are not aware of any existing conditions likely to result in a significant impairment or write-off of trade receivables.

Our control over suppliers and the quality of the products they provide is limited. If these products are not manufactured in accordance with the relevant quality standards, it could have a significant adverse impact on our business and reputation.

A substantial portion of the devices, equipment, and medication used in delivering our services is procured from external suppliers. We lack oversight over the operations of these third-party suppliers and the quality of the products they furnish to us. The assurance that these products will be free from defects and comply with the necessary quality standards cannot be guaranteed. Failure to identify quality defects in the supplied products may lead to various repercussions such as injuries, fatalities, product recalls or withdrawals, license revocation, fines, or other complications that could materially and adversely affect our business, financial results, condition, and prospects.

We may be affected by technological disruptions in the healthcare sector.

The advancement of disruptive technology (which has resulted in, among others, the invention of telemedicine and e-prescription platforms) has led to alternative means for patients to access medical services and medicine. The popularity of such technological creations has also been driven by factors such as increasing healthcare costs and government initiatives. Telemedicine offers greater convenience and improved accessibility to medical support and medication through digital self-help options. Telemedicine and other disruptive technologies could reduce demand and patient visits to our clinics and may also lead to competitive pricing pressures on our services, which could reduce our profit margins and result in a material adverse effect on our business, results of operations, financial condition and prospects. Further, we may be unable to respond on a timely basis to the changing needs of the corporations and insurance companies with whom we have entered into arrangements, and the new technologies we adopt may prove to be ineffective. Our failure to develop and introduce or enhance services able to compete with such new technologies in a timely manner could have a material adverse effect on our business, results of operations, financial conditions and prospects. The convenience and cost efficiency afforded by such technological creations, coupled with the factors propelling them, could negatively impact and materially and adversely affect our business, results of operations, financial condition and prospects.

Technological advancements, failures, and other challenges associated with our medical equipment and information technology systems have the potential to negatively impact our business.

Our services heavily rely to some extent on medical equipment, such as X-ray machines. The rental, replacement, upgrading, or maintenance of such equipment can incur substantial costs for our organization. Consequently, any damage or breakdown of this equipment could impair our ability to deliver essential services to our patients. Falling behind in technological advancements may lead our patients to seek services from other clinics with more advanced equipment, diminishing our competitive edge and potentially having a significant adverse effect on our business, financial position, results of operations, and prospects.

Our information technology systems play a crucial role in our business, internal control, and management systems. They assist in managing clinical systems, medical records, and inventory. Technical failures in our information technology systems, stemming from issues like power failures, computer viruses, or unauthorized tampering, may disrupt our ability to provide services to patients. Failure to upgrade our information technology systems as necessary could impede our ability to adequately manage clinical systems, medical records, and inventory.

Additionally, the theft or misuse of personal information stored in our system could expose us to liability. In Singapore, regulations governing private hospitals and medical clinics mandate licensees to maintain accurate, complete, and up-to-date medical records. Licensees must implement necessary processes and safeguards, whether administrative, technical, or physical, to protect medical records against loss, modification, destruction, or unauthorized access. Violation of these regulations could result in fines or imprisonment upon conviction.

We face potential risks associated with cybersecurity and the handling of personal information and medical data.

Singapore and other applicable laws and regulations mandate medical establishments to safeguard customer privacy, prohibiting the unauthorized disclosure of personal information and patient medical records in our clinical and specialist services segment.

Regulations in our operating jurisdiction may require licensees of medical establishments to maintain accurate and secure medical records, imposing obligations to implement processes ensuring accuracy, completeness, and up-to-date records. The rising concerns about data privacy globally, with the enactment of laws and regulations, add an additional layer of responsibility. In Singapore, the Personal Data Protection Act (PDPA) imposes obligations on our Group regarding the collection, use, or disclosure of personal data. Additionally, under applicable regulations, we are required to ensure the accuracy, completeness, and security of patient medical records. However, despite our efforts to protect customer data privacy, the implemented controls may not be foolproof in preventing unauthorized disclosure.

For the financial years ended June 30, 2022, and 2023, and for the period from July 1, 2023 up to the latest practicable date, July 31, 2024, we have not encountered any breaches, human errors, or similar events that have created an adverse cybersecurity event. In order to mitigate the risks of such events, we utilize physical servers and cybersecurity software, and we may implement more robust cybersecurity measures in the future, such as intrusion detection systems to detect and respond to potential security breaches in real-time and to encrypt sensitive patient information in our system.

A significant failure in security measures could erode customer and patient confidence, potentially leading to misuse of information, litigious actions, and regulatory fines. Our current practices involve the maintenance of both digital and paper medical records, exposing us to liability from accidental or unlawful loss, unauthorized access, modification, disclosure, copying, hacking (in the case of digital records), theft, or misuse of personal and medical information. Any such incidents could result in breaches of data privacy laws and regulations, potentially leading to fines or imprisonment.

We work with third party service providers from time to time for the provision of our services. Any theft or misuse of personal and medical information stored on our third-party service providers’ system, may result in us being in breach of applicable data privacy laws and regulations, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Compliance with evolving data protection, privacy, and security laws may increase operating costs and necessitate adjustments to our business model, impacting our business, financial condition, results of operations, and prospects. Failure in security mechanisms could prompt regulatory measures, leading to significant additional resources being used to modify protective measures or address vulnerabilities, with potential adverse effects on our business.

In addition, failure to make reasonable assessments of the risks related to handling personal information and medical data may lead to enforcement actions by competent authorities, resulting in financial penalties, reputational damage, and material adverse effects on our business, financial condition, results of operations, and prospects.

The failure to safeguard our intellectual property rights or any infringement of third-party rights could have detrimental effects on our business.

We regard our brands and intellectual property as among our most valuable assets, which includes our registered trademark and web domains. There is a risk that third parties may adopt trade service names resembling our registered trademark, potentially creating confusion for customers and patients or obstacles to new market entry. In addition, third parties might register trademarks identical or similar to ours in Singapore or overseas. In case of trademark infringement, challenges to our trademark applications, or unsuccessful enforcement of our intellectual property rights in legal proceedings, our business, financial condition, and operational results may be significantly and adversely affected.

While we strive to comply with others’ intellectual property rights, there may be certainty regarding potential infringements. This uncertainty may require us to make adjustments to our service offerings and marketing strategy. Furthermore, we may face claims from third parties asserting infringement, leading to costly litigation, diversion of management attention and resources, incurrence of liabilities, and the need for expensive royalty or licensing agreements, or even discontinuation of certain branding. Any of these outcomes could negatively impact our business, financial condition, operational results, cash flows, and future prospects.

Any failure to comply with the restrictions in our bank loans could result in an event of default that could materially adversely affect our business, financial condition, and results of operations.

Our Group has entered into certain loan agreements with certain banks to fund our working capital requirements. We have in the past defaulted on certain terms stipulated under such loan agreements, as set out in “Note 16—Borrowings” of our consolidated financial statements included in this prospectus. Our term loans #6 and #9 as set out in such note are currently in default due to breaches of their respective covenants. Whilst the lender has not requested immediate repayment of these loans, the full outstanding balances have been recorded as current liabilities on a prudent basis. There are no cross-default or cross-acceleration provisions in our term loan agreements, which mitigates the risk of other loans being impacted by these defaults.

If there were further events of default under such loans in the future, the lender under such loans could cause all amounts outstanding with respect to that debt to be due and payable immediately. Our assets or cash flow may not be sufficient to fully repay borrowing under such loans if accelerated upon an event of default. Furthermore, if we are unable to repay, refinance, or restructure such loans, the lenders under such loans may commence legal proceedings against us to enforce the terms of such loans, which could force us into bankruptcy or liquidation. As a result, any default by us on our debt could have a materially adverse effect on our business, financial condition, and results of operations.

A significant product liability lawsuit may affect our financial performance and reputation.

In the event that the products that we prescribe for our patients, such as orthopedic devices, fail to perform as expected and such failure results in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be subject to product liability lawsuits and other claims. Such customers may seek contribution or indemnification from our Group for all or a portion of the costs associated with product liability and warranty claims, recalls or other corrective actions involving such products. These types of claims could significantly harm our profitability, or may even harm our reputation amongst our target demographics, which could detrimentally affect our future prospects.

Risks Related to the Medical Healthcare Industry

Private healthcare services may decline due to a number of factors affecting the Company’s revenue.

A slowdown in the Singapore economy in which we operate or regionally may lead to a decrease in demand for private healthcare services as spending power decreases and more patients may opt for subsidized public healthcare services instead or opt for treatment from other private healthcare providers that are more price competitive. Our revenue would be adversely affected if individual patients, corporate clients and government clients are more cautious about their medical expenses and less keen to pay for private healthcare services. A decrease in the demand for our private orthopedic and physiotherapy services, from individual patients, corporate clients and government clients, will have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

We may be affected by the spread or outbreak of any contagious or virulent diseases.

Our clinics may be affected by outbreaks of infectious diseases. An outbreak of COVID-19 or resurgence of the outbreak of Severe Acute Respiratory Syndrome (SARS), Middle East, Respiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1 and H7N9) or bird flu in the region could have a material adverse impact on our operations. In the event such outbreaks occur at any of our clinics, greater infection control measures will have to be implemented with the possibility of a temporary closure of the affected facility and quarantine of all affected medical practitioners. There is no assurance that the outbreak of COVID-19 and the impact thereof will not continue. If such an outbreak is not effectively controlled, we may be required to take necessary additional measures to minimize its potential impacts on our business and operations.

Potential patients from overseas may also decide to seek medical treatment from clinics in other countries. In addition, occurrences of epidemics and pandemics could also result in negative public opinion of medical institutions, which could have a material adverse effect on the business, financial condition, results of operations and prospects of our Group.

Our business is subject to risks related to medical and legal claims, regulatory actions, and professional liability arising from our clinical and specialist services and our operations.

The inherent nature of providing clinical and specialist services exposes our Group to various liabilities. Our business activities, service performance, and the actions of our employees could result in complaints, legal actions, or regulatory scrutiny. Allegations may be made against us or our medical specialists concerning our products and services, marketing activities, negligence, or medical malpractice. Regardless of the validity of these complaints or legal actions, they have the potential to generate negative publicity, impacting the reputation of our medical specialists, public perception of our service quality, and the engagement of patients in our medical clinics.

Our Group’s business, financial condition, results of operations, and prospects could be significantly and adversely affected if substantial damages and legal costs are assessed in connection with any legal action, or if judgments are made against us that harm our professional standing and market reputation. Medical malpractice litigation or disciplinary actions against our medical specialists could result in restrictions on their practice or other adverse outcomes, further impacting our business.

There is also uncertainty regarding the sufficiency of coverage provided by insurance policies maintained by our specialist doctors and/or by us for potential medical and legal claims, and the comprehensive nature of such coverage for various claim types.

In the ordinary course of business, we may encounter material disputes with various parties, potentially leading to legal or other proceedings. Such disputes could result in damage to our reputation, substantial costs, and the diversion of resources and management attention. While we have not experienced disputes or legal proceedings that materially and adversely affected our business, operations, financial performance, financial condition, results, and prospects, we cannot provide assurance about future occurrences and their potential impact on our business.

We may not have adequate insurance coverage in place despite having mandatory professional malpractice insurance.

Our exposure to potential liability risks inherent in providing medical services may not be adequately covered by insurance. Liabilities could surpass available insurance coverage, or claims might arise outside the scope of our insurance protection.

While we have secured mandatory insurance coverage, including professional medical malpractice insurance, we cannot guarantee that such coverage will be sufficient to address all potential liabilities and risks. Although our medical specialists individually maintain insurance coverage for medical malpractice indemnity, there is no assurance that liability claims will not exceed existing coverage or that the insurance is comprehensive enough. The solvency of our insurers and their ability to meet contractual obligations when needed also remains uncertain. In instances where our insurance or indemnification arrangements are insufficient to cover claims, especially those exceeding policy limitations or the resources of the indemnifying party, substantial payments may be required, leading to a material adverse impact on our business, financial condition, results of operations, and prospects.

Furthermore, unforeseen events like natural disasters or other events beyond our control may not have adequate insurance coverage, potentially causing a material and adverse effect on our business.

There can be no assurance that we will successfully renew all policies or secure new ones on similar terms. Any significant alterations in the terms of our medical specialists’ professional indemnities could disproportionately and adversely affect our business, financial condition, results of operations, and prospects. Material changes, such as a shift to claims-based insurance, may result in incidents for which we may not be compensated by insurance proceeds or contractual indemnities. Exposure to uninsured claims due to such changes could lead to additional liabilities, having a material adverse effect on our business, financial condition, results of operations, and prospects.

We must comply with regulations and licensing conditions governing the healthcare sector, and compliance may involve significant costs. There is a risk that we may not retain, renew, or obtain the necessary licenses and permits for our business operations.

Our current operations involve providing specialist orthopedic, trauma, and sports services through our clinics, and these are subject to various laws and regulations from Singapore governmental agencies like the Ministry of Health (MOH), Health Sciences Authority, Ministry of Manpower, and the Singapore Medical Council (SMC). These regulations encompass aspects such as the pricing of medical services, procurement of medical equipment, licensing and operation of medical establishments, and licensing of medical staff. Singapore’s stringent safety, health, and environmental laws could become stricter in the future. Violations of these regulatory requirements may lead to fines, operational modifications, suspensions, or discontinuation, incurring additional operating costs, and potential criminal charges against our employees, all of which could materially impact our business, financial position, results of operations, and prospects.

Changes in government regulations or the introduction of new laws may increase compliance costs, and authorities like the MOH and SMC could suspend or deny the renewal of our existing licenses if we fail to meet applicable standards. Although we presently satisfy licensing requirements, there is no guarantee of maintaining or obtaining licenses for future operations. Failure to maintain or renew licenses, permits, qualifications, and approvals could adversely affect our operations, leading to negative impacts on our business, financial position, results of operations, and prospects.

While we currently hold regulatory licenses, approvals, and permits for our business operations, these are subject to specified conditions. Non-compliance with these conditions could result in the revocation of licenses and permits by relevant authorities. Although we have not encountered such issues in the past, any such occurrence could significantly affect our business, financial position, and results of operations. The renewal of licenses, approvals, or permits, especially if new laws are enacted, is uncertain, and there is no assurance that we will successfully renew them in a timely manner, on favorable terms, or at all.

The regulation of healthcare fees and the potential rise in the number of medical practitioners could have adverse effects on our business.

In November 2018, the Singapore Ministry of Health (MOH) published Fee Benchmarks for private sector professional fees related to common surgical procedures. These benchmarks establish a fee range for each procedure, considering factors such as the complexity of medical procedures and the time, effort, and expertise involved. Less complex cases may be charged at the lower end of the fee benchmarks range, while more complex cases could be at the higher end of the range. Fees may exceed the fee benchmarks in cases of exceptional complexity, due to the additional risk, time and effort required for the procedure. In such rare circumstances, fees charged above the fee benchmarks may not be unreasonable. While the Fee Benchmarks serve as a recommendation and guideline, medical practitioners are not obligated to price their services accordingly. Presently, all our services are priced within the Fee Benchmarks. However, there is no guarantee that these benchmarks will not be revised in the future. If the Fee Benchmarks are lowered, we may need to adjust our fees accordingly, potentially reducing our revenues and profitability.

Additionally, there is a trend towards increasing the number of medical practitioners in Singapore. The heightened competition within the private healthcare sector is likely to put pressure on service rates, leading to a potential reduction in the fees we can charge for our services.

Challenges faced by the healthcare industry may also have an effect on the Company.

Our business, financial condition, results of operations and prospects may be affected by the challenges currently faced by the healthcare industry, including but not limited to:

In 2016, the SMC issued the 2016 edition of the SMC’s Ethical Code and Ethical Guidelines (“ECEG”) which came into force on January 1, 2017. Guideline H3(7) prohibits doctors from paying managed care companies, third party administrators, insurance entities or patient referral services (for the purposes of this risk factor, “Third Parties”): (a) fees that are based primarily on the services the doctors provide or the fees doctors collect; (b) fees that are so high as to constitute “fee splitting” or “fee sharing”; or (c) fees which render medical practitioners unable to provide the required standard of care. Guideline H3(7) came into effect on July 1, 2017 and places the onus of complying with the same solely on doctors and not Third Parties. If our Group enters into or maintains arrangements with Third Parties in breach of the ECEG and the SMC receives a complaint or information pertaining to the same, the SMC will refer such complaint or information to the chairman of the Complaint Panel, and a Complaints Committee will enquire into the complaint or information. This may result in disciplinary actions being taken against our specialists or our Group. While we have been complying with the ECEG, there is no guarantee that we will not be subjected to a complaint in the future arising from future or previous arrangements with Third Parties.

We are subject to political, economic and social developments as well as the laws, regulations and licensing requirements in Singapore.

Our business, prospects, financial condition and results of operations may be adversely affected by political, economic, social and legal developments that are beyond our control in the countries in which we operate in. Such political and economic uncertainties may include risks of war, terrorism, nationalism, expropriation or nullification of contracts, changes in interest rates, economic growth, national fiscal and monetary policies, inflation, deflation, methods of taxation and tax policy. Negative developments in the socio-political climate of Singapore and the region may also adversely affect the Company’s business, financial condition, results of operations and prospects. The regional countries are in a state of rapid political, economic and social changes, which will entail risks to our business and operations if we are to expand in the region in the future. As such, we are unable to assure you that we will be able to adapt to the local conditions, regulations and business practices and customs in the future. Any changes implemented by the governments of the countries in which we operate resulting, inter alia, in currency and interest rate fluctuations, capital restrictions, and changes in duties and taxes detrimental to our business could materially and adversely affect our operations and financial performance.

Currently, we have in place a number of existing regulatory licenses, approvals and permits for the purposes of its business operations. We will continue to seek the appropriate licenses, approvals and permits in the event that the Company expands its operations to other countries in which it does not currently operate in. The licenses and permits we have obtained are subject to conditions stipulated in the licenses and permits and/or in the relevant laws, rules and regulations under which they have been issued. These conditions must be complied with for the duration of the licenses and permits. Where there is a failure to comply fully, the relevant authorities have the power to revoke the licenses and permits. In the event this happens, our business, operations and financial position will be adversely affected. If our licenses are revoked or renewal of such licenses and permits cannot be obtained, or the terms imposed for renewal are not acceptable or favorable to us, our operations and business may be adversely affected. Consequently, our financial condition, results and prospects will be adversely affected.

There is no assurance that upon the expiration of the licenses, approval or permits under which the Company carries on its business operations, the Company will be able to successfully renew them in a timely manner or at all, or that the renewal of these licenses will be granted on terms acceptable to us, or that if the relevant authorities enact new laws and regulations, the Company will be able to successfully comply with these requirements.

The Company may also expand to other cities where we do not possess the same level of familiarity with the regulations and business climate in those cities. We cannot assure investors that we will be able to obtain the requisite licenses, approvals and permits in those cities. Any failure by the Company to obtain the requisite licenses, approvals and permits in a timely manner and any unforeseen difficulties arising from the new and unfamiliar territories may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Risks Related to this Offering and Ownership of our Shares

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this offering, we will become a public company in the United States. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the Securities and Exchange Commission and the Nasdaq require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our ordinary shares could decline.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last financial year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 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.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will 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 of directors or as executive officers. 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.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this offering, we will be a publicly listed company in the United States. As a publicly listed company, we will be required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly Singapore-based companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

We are a “foreign private issuer” within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies and subject to reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer. As a result, we may not provide you the same information as U.S. domestic public companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers. As a BVI business company listed on the Nasdaq Capital Market, we will be subject to the Nasdaq Capital Market corporate governance listing standards. However, Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in BVI, which is deemed our home country, may differ significantly from the Nasdaq Capital Market corporate governance listing standards. We plan to utilize the home country exemption for corporate governance matters, and as a result, our shareholders may be afforded less protection than they otherwise would under the Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.

We will be a “controlled company” after our listing under the Nasdaq corporate governance rules and, as a result, will be eligible to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies.

Immediately after the completion of this offering, Rainforest Capital VCC is expected to beneficially own approximately [ ]% of our outstanding ordinary shares (or [ ]% if the over-allotment option is exercised in full) and thus a majority of the total voting power of our ordinary shares. As a result of Rainforest Capital VCC’s ownership of such voting power, after the completion of this offering, we will be a “controlled company” under the Nasdaq corporate governance standards.

Because we will qualify to be treated as a controlled company, we will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of our board of directors consists of independent directors, the requirement that a majority of the independent directors select or recommend its director nominees, the requirement that the remuneration committee be responsible for determining or recommending the compensation of executive officers other than our chief executive officer and the requirement that its remuneration committee be composed entirely of independent directors.

We have elected to use the exemptions available to foreign private issuers, which exempt us from such requirements as well. As a result, we do not have to directly rely on the exemptions available to controlled companies. The effect is that our shareholders will not have the same protections afforded to shareholders of companies that are not “controlled companies” and that are subject to the above mentioned corporate governance requirements.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we will take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed US$1.235 billion, if we issue more than US$1 billion in non-convertible debt in a three-year period, or if the market value of our shares held by non-affiliates exceeds US$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following June 30. We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail our Company of this exemption from new or revised accounting standards. Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

The market price of our ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our ordinary shares will be determined through negotiations between the underwriters and us and may vary from the market price of our ordinary shares following our initial public offering. If you purchase our ordinary shares in our initial public offering, you may not be able to resell those ordinary shares at or above the initial public offering price. We cannot assure you that our ordinary shares’ initial public offering price, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our ordinary shares that have occurred from time to time prior to our initial public offering. The market price of our ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the trading price of our ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond our control, regardless of our actual operating performance.

Future issuances or sales, or perceived issuances or sales, of substantial amounts of ordinary shares in the public market could materially and adversely affect the prevailing market price of the ordinary shares and our ability to raise capital in the future.

The market price of our ordinary shares could decline as a result of future sales of substantial amounts of shares or other securities relating to the shares in the public market, including by the Company’s substantial shareholders, or the issuance of new shares by the Company, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our ordinary shares. A few shareholders hold a significant portion of our ordinary shares and these are “restricted securities” as defined in Rule 144. These ordinary shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our initial public offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure of our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value.

Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

Our controlling shareholder will retain control over our Group and this may limit your ability to influence the outcome of decisions requiring the approval of shareholders.

Following the completion of the offering, our controlling shareholder, namely Rainforest Capital VCC, is expected to continue to own a majority of our shares and will be able to significantly influence all matters requiring approval by our shareholders, including the appointment of directors and the approval of significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company or otherwise discourage a potential acquirer from attempting to obtain control of us through corporate actions such as merger or take-over attempts, which could conflict with the interests of other shareholders.

There may not be an active, liquid trading market for our ordinary shares.

There is no active trading market for our ordinary shares. An active trading market for our ordinary shares may not develop or be sustained. You may not be able to sell your ordinary shares at the market price, if at all, if trading in our ordinary shares is not active.

If you purchase ordinary shares sold in this offering, you will experience immediate and substantial dilution.

The initial public offering price of our ordinary shares is substantially higher than the pro forma net tangible book value per share of our ordinary shares. Assuming the completion of the offering, if you purchase ordinary shares in this offering, you will incur immediate dilution of approximately US$[  ] or approximately [  ]% in the pro forma net tangible book value per share from the price per share that you pay for the shares, assuming no exercise of the over-allotment option. Accordingly, if you purchase shares in this offering, you will incur immediate and substantial dilution of your investment. See “Dilution.”

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Prior to this offering, we were a private company with limited accounting personnel and other resources to address our internal controls and procedures. Accordingly, we will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required to report on our internal controls over financial reporting under Section 404.

In order to address and resolve the foregoing material weakness, we will implement measures designed to improve our internal control over financial reporting to remediate this material weakness, including hiring outside financial personnel with requisite training and experience in the preparation of financial statements in compliance with applicable Securities and Exchange Commission requirements within six months from the completion of our offering.

We are a BVI company and, because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S. law, you may have less protection for your member rights than you would under U.S. law.

Our corporate affairs are governed by our post-offering amended and restated memorandum and articles of association, as amended and restated from time to time, the BVI Act and the common law of the BVI. The right of members to take action against the directors, actions by minority members and the fiduciary responsibilities of our directors to us under BVI law are to a large extent governed by the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as that from English common law, which has persuasive, but not binding, authority on a court in the BVI. The rights of our members and the fiduciary responsibilities of our directors under BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the BVI has a less exhaustive body of securities laws than the U.S. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the BVI. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, public members may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling members than they would as members of a U.S. public company.

Because we do not expect to pay dividends in the near future after this offering, you must rely on price appreciation of the ordinary shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the near future. See “Dividend Policy.” Therefore, you should not rely on an investment in the ordinary shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. All dividends are subject to certain restrictions under BVI law and provided that in no circumstances may a dividend be paid unless the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due. Even if we decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ordinary shares will likely depend entirely upon any future price appreciation of the ordinary shares. There is no guarantee that the ordinary shares will appreciate in value after this offering or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in the ordinary shares and you may even lose your entire investment in the ordinary shares.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the BVI. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalties and our business may be harmed.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in the British Virgin Islands or Singapore based on U.S. or other foreign laws against us, our management or the experts named in this prospectus.

Basel Medical is a BVI business company and substantially all of our assets are located outside of the United States. All of our current operations are conducted in Singapore. In addition, all of our current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult for you to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult for you to enforce in Singapore or British Virgin Islands courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, and the substantial majority of whose assets are located outside of the U.S. It may be difficult or impossible for you to bring an action against us in the British Virgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or Singapore would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such British Virgin Islands or Singapore courts would hear original actions brought in the British Virgin Islands or Singapore against us or such persons predicated upon the securities laws of the U.S. or any state. See “Enforceability of Civil Liabilities.”

The price of our ordinary shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be due to factors unrelated to our actual or forecasted operating performance and financial condition or prospects, making it difficult for prospective investors to assess the underlying value of our ordinary shares.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, as there was no prior market for our shares, our ordinary shares may be subject to rapid and substantial price volatility, low volumes of trading, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, 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 ordinary shares.

In addition, if the trading volume of our ordinary shares is low, investors buying or selling in relatively small quantities may easily influence the price of our ordinary shares. This low volume of trades could also cause the price of our ordinary shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our ordinary shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our ordinary shares. As a result of this volatility, investors may experience losses on their investment in our ordinary shares. A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our ordinary shares will develop or be sustained. If an active market does not develop, holders of our ordinary shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

If securities or industry analysts do not publish research reports about us or our business, or if such analysts issue adverse recommendations regarding our ordinary shares, the market price for our ordinary shares or trading volume could decline.

The trading market for our ordinary shares will be influenced by research reports that industry or securities analysts publish about our business and financial results, or the lack thereof. The lack of analyst coverage may adversely affect our share price, trading volume, and general investor interest. If analysts who cover us downgrade their recommendation of our ordinary shares, the market price for our ordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ordinary shares to decline.

If we cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our ordinary shares may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We intend to list our ordinary shares for trading on the Nasdaq Capital Market under the symbol “BMGL.” We cannot guarantee that our ordinary shares will be approved for listing on the Nasdaq Capital Market; however, we will not complete this offering unless our ordinary shares are so listed. Even if our ordinary shares are listed on the Nasdaq Capital Market, we cannot assure you that our ordinary shares 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:

Anti-takeover provisions in our post-offering amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.

Some provisions of our post-offering amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of the Company or management that shareholders may consider favorable, including, among other things, the following:

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

British Virgin 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 memorandum and articles of association. Our post-offering amended and restated memorandum and articles of association allow our shareholders holding shares representing in aggregate not less than 10% by number of issued shares which as at that date carry the right to vote, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least seven clear days is required for the convening of our annual general shareholders’ meeting and at least seven clear days’ notice any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of the holders of one-third of the shares being individuals present in person or by proxy. For these purposes, “clear days” means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect.

Handling of Mail

Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organisation which provides registered office services in the BVI) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

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,” “Business” and “Regulations.” 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” 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. 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 thoroughly read this prospectus and the documents that we refer to herein 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. Any decrease in demand for the type of goods that we produce may have a material and adverse effect on our business and the market price of our ordinary shares. In addition, the changing nature of the demand for daily necessities results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. 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.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$[  ], or approximately US$[  ] if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts, non-accountable expense allowance and the other estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$[  ] per ordinary share, the midpoint of the price range shown on the front cover page of this prospectus. A US$[  ] increase (decrease) in the assumed initial public offering price of US$[  ] per ordinary share would increase (decrease) the net proceeds to us from this offering by US$[  ], assuming the underwriters do not exercise their over-allotment option to purchase additional ordinary shares and the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, non-accountable expense allowance and other estimated expenses payable by us.

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

Within the next 12 to 18 months, we foresee that we will seek acquisition and collaboration partners in Singapore and Malaysia. Our acquisition and collaboration targets include general practitioner (GP) clinics and specialist clinics that complement our orthopedic services, particularly those focused on the musculoskeletal system, aging treatments, physiotherapy and occupational therapists. Our goal is to become an internationally known medical services provider in the Southeast Asian market, with a presence in at least four Southeast Asia countries (potentially covering Singapore, Malaysia, Indonesia and Thailand) within the next three years.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management will have flexibility and discretion in the application of net proceeds from this offering, and investors will be relying on the judgment of our management regarding the use of these net proceeds.

DIVIDEND POLICY

Our board of directors has discretion on whether to distribute dividends, subject to certain restrictions under BVI law, namely that in no circumstances may a dividend be paid unless the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Since its inception, Basel Medical has not declared or paid any dividends on our ordinary shares. We do not have any present plan to declare any cash dividends on our ordinary shares in the near future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and grow our business.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2023:

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

DILUTION

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

Our net tangible book value as of December 31, 2023 was approximately US$5,165,934, or US$0.32 per ordinary share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$[  ] per ordinary share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

Dilution is determined by subtracting net tangible book value per ordinary share on an as-converted basis, after giving effect to the additional proceeds we will receive from this offering, from the initial public offering price of US$[  ] per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2023, other than to give effect to the sale of the ordinary shares offered in this offering at the assumed initial public offering price of US$[  ] per ordinary share, the midpoint of the estimated range of the offering price, after deduction of the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been approximately US$[  ], or US$[  ] per ordinary share. This represents an immediate increase in net tangible book value of US$[  ] per ordinary share to the existing shareholders and an immediate dilution in net tangible book value of US$[  ] per ordinary share to investors purchasing ordinary shares in this offering. The following table illustrates such dilution:

A US$1.00 change in the assumed public offering price of US$[  ] per ordinary share would increase (decrease), in the case of an increase (decrease), our pro forma as adjusted net tangible book value after giving effect to this offering by approximately US$[  ], the pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering by US$[  ] per ordinary share and the dilution in pro forma as adjusted net tangible book value per ordinary share to new investors in this offering by US$[ ] per ordinary share, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, non-accountable expense allowance and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2023, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid before deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses. The total number of ordinary shares does not include ordinary shares issuable upon the exercise of the over-allotment option granted to the underwriters.

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 ordinary shares and other terms of this offering determined at pricing.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands business company, such as:

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

Substantially all of our operations are conducted in Singapore, and substantially all of our assets are located in Singapore. Some of our executive officers are nationals or residents of jurisdictions other than the United States and some of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult for you to enforce in Singapore or British Virgin Islands courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, and the substantial majority of whose assets are located outside of the U.S. It may be difficult or impossible for you to bring an action against us in the British Virgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or Singapore would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such British Virgin Islands or Singapore courts would hear original actions brought in the British Virgin Islands or Singapore against us or such persons predicated upon the securities laws of the U.S. or any state

We have appointed Puglisi & Associates as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Maples and Calder, our legal adviser as to British Virgin Islands law, and Bayfront Law LLC, our legal adviser as to Singapore law, have advised us, respectively, that there is uncertainty as to whether the courts of the British Virgin Islands and Singapore, respectively, would:

There is no statutory enforcement in the British Virgin Islands of judgments obtained in the U.S., however, the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the federal securities laws of the United States would be recognized or enforceable in Singapore.

The courts in Singapore may not (i) recognize and enforce judgments of courts in the United States, based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States (ii) enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. Additionally, the court where the judgment was obtained must have had international jurisdiction over the party sought to be bound in the local proceedings. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our directors or executive officers, we are unaware of any decision by the Singapore courts which has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States or any state or territory of the United States is enforceable in Singapore.

CORPORATE HISTORY AND STRUCTURE

Basel Medical is a BVI business company incorporated on August 10, 2023 with operations conducted by our subsidiaries based in Singapore. Our founder, Dr. Kevin Yip, started practicing in Singapore in 2001 as a sole proprietor, when our first clinic was set up, and our first subsidiary, SSO Clinic, was incorporated in 2004. From 2004 to the 2020s, we expanded our operations and incorporated further operating entities in Singapore. The following entities were incorporated on the following dates primarily to serve different segments of our clientele, including dormant entities indicated below which do not have any operations to date:

In October 2020, as part of an internal reorganization, all of the shares in our operating subsidiaries were transferred by our founder, Dr. Kevin Yip, to Singmed Specialists. Subsequently, in June 2023, Dr. Kevin Yip entered into an agreement with Rainforest Capital VCC to transfer all the shares he held in Singmed Specialists to Rainforest Capital VCC. Upon completion, Rainforest Capital VCC became the sole shareholder of Singmed Specialists, which holds the shares of all of our subsidiaries. Rainforest Capital VCC is a variable capital company incorporated in Singapore and is an investment fund managed by AIP Investment Partners Pte. Ltd., a licensed fund manager in Singapore.

On August 10, 2023, Basel Medical was incorporated under the laws of the BVI as our holding company to facilitate this offering and the listing of Basel Medical’s ordinary shares on Nasdaq, and in connection therewith, Rainforest Capital VCC (an umbrella fund with multiple sub-funds), through its sub-fund, Basel Medical Fund, subscribed for 16,250,000 ordinary shares in Basel Medical amounting to US$18,362,500 at a subscription price of US$1.13 per share. In August 2023, all of the shares in Singmed Specialists were transferred to Basel Medical by Rainforest Capital VCC, to prepare for this listing and offering.

¹ Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd. was incorporated with the original intention to serve individual patients while Singapore Knee, Sports and Orthopaedic Services Pte. Ltd. was incorporated with the original intention to serve corporate clients. Coverage for these patients and clientele has been revamped and taken over by other entities within our Group.

Subsequently, between September 2023 and June 2024, Rainforest Capital VCC sold certain of the shares it held in Basel Medical to certain other investors, following which Rainforest Capital VCC held a total of 9,997,910 ordinary shares.

Following such reorganization, our corporate structure was as follows:

Following this offering, and assuming the over-allotment option is not exercised, our corporate structure will be as follows:

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 our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

BASIS OF PRESENTATION AND PREPARATION

The following discussion of our results of operations and financial position should be read in conjunction with the “Audited Consolidated Financial Statements For The Financial Years Ended June 30, 2023 and 2022 and for the six months ended December 31, 2023 and 2022”, as set out in this prospectus.

This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in the “Risk Factors” section of this prospectus.

Under no circumstances should the inclusion of such forward-looking statements herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by our Company or any other person. These forward-looking statements that speak only as of the date hereof. Please refer to the “Special Note Regarding Forward-Looking Statements and Industry Data” section of this prospectus for further details.

OVERVIEW

As a medical specialist provider in Singapore, the Group is an established brand name with more than 20 years of experience in providing a full suite of orthopedic solutions. The services provided by our clinics include, but are not limited to, consultation, medical diagnosis and medical or surgical treatments for orthopedic, trauma and sports medicine services such as knee/hip replacements, sports medicine/surgery, spine surgery, foot/ankle surgery and minimally invasive orthopedic procedures. We also have in-house physiotherapy and X-ray services.

Please refer to the section entitled “Overview” of this prospectus for further details of our business.

Revenue

Our revenue for FY2023 and FY2022 amounted to S$9,701,777 (US$7,174,279) and S$10,658,500, respectively. Our revenue for the six months ended December 31, 2023 and 2022 amounted to S$5,088,326 (US$3,856,838) and S$5,037,787, respectively. Revenue is derived from the provision of orthopedic, trauma and sports medicine services comprising mainly medical consultation charges, surgery fees and implant fees for implants used during surgeries, as well as physiotherapy services provided by our in-house physiotherapist team.

Revenue is recognized upon goods and services being rendered based on invoiced amounts. These fees vary depending on length of consultation, the complexity of the surgical and non-surgical treatment procedures and the type of drugs and medical supplies provided to our patients.

Our Group has only two primary business or operating segments, which are that of providing medical consultancy and services in the field of orthopedic medicine, and the provision of physiotherapy services. As revenue and assets are derived from Singapore, no geographical segment information is presented.

The breakdown of our revenue streams for the years under review is set out below:

Our revenue is mainly dependent on the following factors:

Please refer to the sections entitled “Risk Factors”, “Our Growth Prospects”, and “Overview” of this prospectus for other factors which may affect our revenue.

Other income

Other income mainly consists of interest received on a loan to Singmed Investment Pte. Ltd, a related party. Other income amounted to S$412,357 (US$304,930) and S$553,858 in FY2023 and FY2022, respectively. For the six months ended December 31, 2023 and 2022, other income amounted to S$161,430 (US$122,360) and S$34,466, respectively.

Consumables, medical supplies and other related expenses

Consumables, medical supplies and other related expenses amounted to S$2,336,970 (US$1,728,145) and S$2,178,886 in FY2023 and FY2022, respectively, and representing approximately 24.1% and 20.4% of the Group’s revenue. For the six months ended December 31, 2023 and 2022, consumables, medical supplies and other related expenses amounted to S$1,277,016 (US$967,950) and S$1,328,615, respectively, and representing approximately 25.1% and 26.4% of the Group’s revenue.

The main components of our consumables, medical supplies and other related expenses include laboratory charges, drugs and medical supplies for provision of orthopedic and physiotherapy services.

Our consumables, medical supplies and other related expenses are mainly dependent on the following:

Please refer to the section entitled “Risk Factors” of this prospectus for other factors which may affect our business operations and financial performance.

Employee benefits expense

Employee benefits expense consists of remuneration of doctors, clinic assistants, physiotherapists and administrative support staff. These mainly include salaries, allowances, bonuses and CPF contributions.

Our employee benefits expense amounted to S$3,247,128 (US$2,401,189) and S$4,030,422 in FY2023 and FY2022 respectively, accounting for 33.5% and 37.8% of our total revenue for each of FY2023 and FY2022 respectively. For the six months ended December 31, 2023 and 2022, employee benefits expense amounted to S$1,316,323 (US$997,744) and S$2,143,754 respectively, representing approximately 25.9% and 42.6% of the Group’s revenue.

Depreciation expense

The depreciation expense amounted to S$557,128 (US$411,985) and S$575,919 in FY2023 and FY2022 respectively, representing approximately 5.7% and 5.4% of the Group’s revenue in FY2023 and FY2022 respectively. For the six months ended December 31, 2023 and 2022, depreciation expense amounted to S$265,120 (US$200,955) and S$321,217 respectively, representing approximately 5.2% and 6.4% of the Group’s revenue.

Depreciation expense includes depreciation of property and equipment and right of use of assets. Depreciation of property and equipment includes the depreciation for renovation, computers and office equipment, medical equipment and furniture and fittings.

Rent expense

The Group’s rent expense amounted to S$19,197 (US$14,196) and S$12,588 in FY2023 and FY2022 respectively, representing approximately 0.2% and 0.1% of the Group’s revenue in FY2023 and FY2022 respectively. For the six months ended December 31, 2023 and 2022, rent expense amounted to S$3,179 (US$2,410) and S$17,961 respectively, representing approximately 0.1% and 0.4% of the Group’s revenue.

Other operating expenses

Other operating expenses mainly comprised marketing and business development expenses, professional fee, impairment on trade receivables and other miscellaneous costs.

Other operating expenses amounted to S$1,583,540 (US$1,170,997) and S$1,707,232 in FY2023 and FY2022, respectively, representing approximately 16.3% and 16.0% of the Group’s revenue in FY2023 and FY2022 respectively. For the six months ended December 31, 2023 and 2022, other operating expense amounted to S$353,936 (US$268,276) and S$528,858 respectively, representing approximately 7.0% and 10.5% of the Group’s revenue.

Finance costs

Finance costs mainly comprised interest expenses on term loans from financial institutions for general working capital purposes and lease liabilities pertaining to the lease of premises. Finance costs amounted to S$238,602 (US$176,442) and S$320,867 in FY2023 and FY2022, respectively. For the six months ended December 31, 2023 and 2022, finance costs amounted to S$96,123 (US$72,859) and S$133,828 respectively, representing approximately 1.9% and 2.7% of the Group’s revenue.

Income tax expense/(benefit)

Income tax expense amounted to S$348,280 (US$257,546) and S$408,480 in FY2023 and FY2022, respectively. For the six months ended December 31, 2023 and 2022, income tax expense amounted to S$611,483 (US$463,490) and income tax benefit amounted to S$5,680 respectively.

The group is subjected to income tax at the applicable statutory tax rates in Singapore and the prevailing statutory tax rate was 17.0% for the years and periods under review.

In FY2023 and FY2022, our effective tax rates were approximately 16.3% and 17.1% respectively. In FY2023, our effective tax rate was lower than the prevailing statutory tax rates in Singapore due to tax rebates and certain deductibles. In FY2022, the Group recorded slightly higher effective tax rate than the prevailing statutory tax rates in Singapore due to certain non-deductible expenses incurred.

SEASONALITY

Generally, our business is not subject to any significant seasonal fluctuations.

INFLATION

Inflation did not have a material impact on our financial performance for the years and periods under review.

FOREIGN EXCHANGE EXPOSURE

Our operations are based in Singapore and we have minimal exposure to foreign exchange fluctuations.

REVIEW OF RESULTS OF OPERATIONS

FY2023 vs FY2022

Revenue

Revenue decreased by S$956,723, approximately 9.0%, from S$10,658,500 in FY2022 to S$9,701,777 (US$7,174,279) in FY2023. This is due to a decrease in revenue from our orthopedic services and physiotherapy services by S$931,668 and S$25,055 respectively.

The decrease in revenue was attributable to a lower patient count recorded for the clinics, especially from corporate patients for which revenue decreased by S$960,849. This is attributed to the sluggish rebound from the COVID pandemic lockdown that has impacted our business, particularly affecting the construction industry, as construction staff constitute a segment of our patients. Within our sector, characterized by a significant number of injury-related cases, recovery has been protracted due to challenges in logistics, supply chain management, and recruiting foreign manpower in Singapore. We anticipate that future business operations will be less susceptible to such disruptions, given that effects from the COVID pandemic remains an anomaly. As the construction sector gradually rebounds post-COVID, we anticipate a gradual recalibration of business dynamics.

Other income

Other income decreased by S$141,501, approximately 25.5% from S$553,858 in FY2022 to S$412,357 (US$304,930) in FY2023. This decrease was mainly due to a decrease in government grant by S$275,634. The higher grants received from the government in FY2022 were due to additional measures taken by the government, such as the Jobs Support Scheme and Jobs Growth Incentive, to support companies during the economic certainties brought about by the COVID pandemic lockdowns.

Consumables, medical supplies and other related expenses

Consumables, medical supplies and other related expenses increased by S$158,084, approximately 7.3% from S$2,178,886 in FY2022 to S$2,336,970 (US$1,728,145) in FY2023. This increase was mainly due to an increase in cost of S$159,197 from the Orthopedic Services segment. The increase was attributable to higher laboratory charges in FY2023 as compared to FY2022.

Employee benefits expense

Employee benefits expense decreased by S$783,294, approximately 19.4% from S$4,030,422 in FY2022 to S$3,247,128 (US$2,401,189) in FY2023. This decrease was mainly due to a decrease in headcount.

Depreciation expense

Depreciation expense decreased by S$18,791 or 3.3%, from S$575,919 in FY2022 to S$557,128 (US$411,985) in FY2023. This was a result of lower depreciation from right of use assets in FY2023 as compared to FY2022.

Rent expense

Rent expense increased by S$6,609 or 52.5%, from S$12,588 in FY2022 to S$19,197 (US$14,196) in FY2023 mainly due to a new short-term lease agreement entered to lease the office space.

Other operating expenses

Other operating expenses decreased by S$123,692 or 7.2% from S$1,707,232 in FY2022 to S$1,583,540 (US$1,170,997) in FY2023 mainly due to decrease in marketing expenses.

Finance costs

Finance costs decreased by S$82,265 from S$320,867 in FY2022 to S$238,602 (US$176,442) in FY2023, mainly due to decrease in interest on bank borrowings of S$53,438.

Profit before tax

Profit before tax decreased by S$254,875 from S$2,386,444 in FY2022 to S$2,131,569 (US$1,576,255) in FY2023, arising from a decrease in revenue and partially offset by the decrease in employee benefit expense and other operating expenses.

Income tax expense

Income tax expense decreased by S$60,200 from S$408,480 in FY2022 to S$348,280 (US$257,546) in FY2023.

Six months ended December 31, 2023 and 2022

Revenue

Revenue increased slightly by S$50,539, approximately 1.0%, from S$5,037,787 in the six months ended December 31, 2022 to S$5,088,326 (US$3,856,838) in the six months ended December 31, 2023. This is due to an increase in revenue from Orthopedic Services and Physiotherapy Services by S$1,170 and S$49,370 respectively.

Revenue is comparable for both periods due to slow recovery from COVID pandemic lockdowns. Revenue from corporate patients increased by S$541,054 in the six months ended December 31, 2023 as compared to the six months ended December 31, 2022, due to the relaxation of COVID restrictions, especially for the construction industry, where majority of our corporate patients are from. This increase in revenue is partially offset by the decrease in revenue from the individual patients by S$490,514 in the six months ended December 31, 2023 as compared to the six months ended December 31, 2022. This is due to the change in perspective for non-urgent treatment by individual patients post-COVID, whereby some patients prefer to avoid going to clinics or postpone non-urgent operations in order to minimize their exposure to COVID.

Other income

Other income increased by S$126,964, approximately 368.4% from S$34,466 in the six months ended December 31, 2022 to S$161,430 (US$122,360) in the six months ended December 31, 2023. This increase was mainly due to an increase in interest income from related party.

Consumables, medical supplies and other related expenses

Consumables, medical supplies and other related expenses decreased by S$51,599, approximately 3.9% from S$1,328,615 in the six months ended December 31, 2022 to S$1,277,016 (US$967,950) in the six months ended December 31, 2023. This decrease was mainly due to a decrease in cost of S$51,851 from the Orthopedic Services segment. The decrease was attributable to lower facility fee paid to hospitals in the six months ended December 31, 2023 as compared to the six months ended December 31, 2022.

Employee benefit expense

Employee benefit expense decreased by S$827,431, approximately 38.6% from S$2,143,754 in the six months ended December 31, 2022 to S$1,316,323 (US$997,744) in the six months ended December 31, 2023. This decrease was mainly due to a decrease in headcount.

Depreciation expense

Depreciation expense decreased by S$56,097 or 17.5%, from S$321,217 in the six months ended December 31, 2022 to S$265,120 (US$200,955) in the six months ended December 31, 2023. This was a result of lower depreciation from right of use assets in six months ended December 31, 2023 as compared to the six months ended December 31, 2022.

Rent expense

Rent expense decreased by S$14,782 or 82.3%, from S$17,961 in the six months ended December 31, 2022 to S$3,179 (US$2,410) in the six months ended December 31, 2023 due to an expired lease in July 2023.

Other operating expenses

Other operating expenses decreased by S$174,922 or 33.1% from S$528,858 in the six months ended December 31, 2022 to S$353,936 (US$268,276) in the six months ended December 31, 2023 mainly due to decrease in marketing expenses.

Finance costs

Finance costs decreased by S$37,705 from S$133,828 in the six months ended December 31, 2022 to S$96,123 (US$72,859) in the six months ended December 31, 2023, mainly due to decrease in interest on bank borrowings of S$23,622.

Profit before tax

Profit before tax increased by S$1,340,039 from S$598,020 in the six months ended December 31, 2022 to S$1,938,059 (US$1,469,004) in the six months ended December 31, 2023, mainly arising from a decrease in employee benefit expense and other operating expenses.

Income tax expense

Income tax expense increased by S$617,163 from income tax benefit of S$5,680 in the six months ended December 31, 2022 to income tax expense of S$611,483 (US$463,490) in the six months ended December 31, 2023, mainly due to deferred tax asset recognized in six months ended December 31, 2022.

REVIEW OF FINANCIAL POSITION

As at December 31, 2023

Current Assets

Current assets amounted to S$16,328,733 (US$12,376,816) or 97.9% of the total assets as at December 31, 2023, and mainly comprised inventories, trade and other receivables, cash and cash equivalents, amount due from a director and amount due from related parties.

Inventories amounted to S$110,231 (US$83,553) and accounted for 0.7% of the current assets, and comprised of drugs and medical supplies.

Trade and other receivables amounted to S$3,159,105 (US$2,394,531) accounted for 19.3% of the current assets, which are mainly trade receivables due from corporate clients, deposits, and other receivables.

Cash and cash equivalents amounted to S$943,580 (US$715,213), and accounted for 5.8% of the current assets.

Amount due from a director amounted to S$1,400,292 (US$1,061,390), and accounted for 8.6% of the current assets.

Amount due from related parties amounted to S$10,715,525 (US$8,122,129), and accounted for 65.6% of the current assets.

Non-Current Assets

As at December 31, 2023, non-current assets amounted to S$349,146 (US$264,645) or 2.1% of our Group’s total assets. Non-current assets mainly consist of right of use assets from lease properties of S$272,777 (US$206,759), deferred tax assets of S$27,565 (US$20,894) and property and equipment of S$48,804 (US$36,992). Property and equipment comprises of renovation of S$32,364 (US$24,531), medical equipment of S$8,129 (US$6,162), computer & office equipment of S$7,981 (US$6,049) and furniture & fittings of S$330 (US$250).

Current Liabilities

Current liabilities amounted to S$7,357,924 (US$5,577,143) and accounted for 74.6% of our total liabilities, and comprised trade and other payables, borrowings, amount due to related parties, amount due to shareholder, asset retirement obligation and provision for income tax.

Trade and other payables amounted to S$2,163,051 (US$1,639,544) and accounted for 29.4% of our current liabilities. Trade and other payables mainly comprised trade payables to suppliers in relation to the purchases of consumables and medical supplies, accrued bonus for employees and goods and services tax payable.

Borrowings, which amounted to S$3,229,018 (US$2,447,524) and accounted for 43.9% of our current liabilities, mainly related to term loan from banks.

Amount due to related parties of S$457,458 (US$346,743), or 6.2% of our Group’s total current liabilities.

Amount due to shareholder of S$691,801 (US$524,370), or 9.4% of our Group’s total current liabilities.

Asset retirement obligation of S$15,000 (US$11,370), or 0.2% of our Group’s total current liabilities.

Provision for income tax of S$801,596 (US$607,592), or 10.9% of our Group’s total current liabilities.

Non-Current Liabilities

Non-current liabilities amounted to S$2,504,538 (US$1,898,384) and accounted for 25.4% of our total liabilities. Non-current liabilities mainly consisted of borrowings.

Total Equity

Total equity amounted to S$6,815,417 (US$5,165,934), comprising S$24,455,178 (US$18,362,506) of share capital, S$-24,455,170 (US$ -18,362,500) of merger reserve arising from group restructuring and S$6,815,409 (US$5,165,928) of retained earnings.

As at June 30, 2023

Current Assets

Current assets amounted to S$14,774,239 (US$10,925,268) or 96.1% of the total assets as at June 30, 2023, and mainly comprised inventories, trade and other receivables, cash and cash equivalents, amount due from a director and amount due from related party.

Inventories amounted to S$94,601 (US$69,956) and accounted for 0.6% of the current assets, and comprised of drugs and medical supplies.

Trade and other receivables amounted to S$1,584,566 (US$1,171,756) accounted for 10.7% of the current assets, which are mainly trade receivables due from corporate clients, deposits, and other receivables.

Cash and cash equivalents amounted to S$1,217,448 (US$900,280), and accounted for 8.2% of the current assets.

Amount due from a director amounted to S$1,320,457 (US$976,453), and accounted for 8.9% of the current assets.

Amount due from related party amounted to S$10,557,167 (US$7,806,823), and accounted for 71.5% of the current assets.

Non-Current Assets

As at June 30, 2023, non-current assets amounted to S$606,346 (US$448,381) or 3.9% of our Group’s total assets. Non-current assets mainly consist of right of use assets from lease properties of S$522,095 (US$386,079), deferred tax assets of S$27,565 (US$20,384) and property and equipment of S$56,686 (US$41,918). Property and equipment comprises of renovation of S$41,580 (US$30,748), medical equipment of S$11,079 (US$8,193), computer & office equipment of S$3,556 (US$2,630) and furniture & fittings of S$471 (US$347).

Current Liabilities

Current liabilities amounted to S$6,468,174 (US$4,783,091) and accounted for 65.4% of our total liabilities, and comprised trade and other payables, borrowings, asset retirement obligation and provision for income tax.

Trade and other payables amounted to S$2,188,259 (US$1,618,176) and accounted for 33.8% of our current liabilities. Trade and other payables mainly comprised trade payables to suppliers in relation to the purchases of consumables and medical supplies, accrued bonus for employees and goods and services tax payable.

Borrowings, which amounted to S$3,789,189 (US$2,802,033) and accounted for 58.6% of our current liabilities, mainly related to term loan from banks.

Asset retirement obligation of S$15,000 (US$11,092), or 0.2% of our Group’s total current liabilities.

Provision for income tax of S$475,726 (US$351,790), or 7.4% of our Group’s total current liabilities.

Non-Current Liabilities

Non-current liabilities amounted to S$3,423,570 (US$2,531,665) and accounted for 34.6% of our total liabilities. Non-current liabilities mainly consisted of borrowings.

Total Equity

Total equity amounted to S$5,488,841 (US$4,058,893), comprising S$8 (US$6) of share capital and S$5,488,833 (US$4,058,887) of retained earnings.

As at June 30, 2022

Current Assets

Current assets amounted to S$15,666,634 or 93.0% of the total assets as at June 30, 2022, and mainly comprised inventories, trade and other receivables, cash and cash equivalents, amount due from a director and amount due from related parties.

Inventories amounted to S$69,826 and accounted for 0.4% of the current assets, and comprised of drugs and medical supplies.

Trade and other receivables amounted to S$2,278,927 accounted for 14.5% of the current assets, which are mainly trade receivables due from corporate clients, deposits, and other receivables.

Cash and cash equivalents amounted to S$1,563,683, and accounted for 10.0% of the current assets.

Amount due from a director amounted to S$721,019, and accounted for 4.6% of the current assets.

Amount due from related parties amounted to S$11,033,179 and accounted for 70.4% of the current assets.

Non-Current Assets

As at June 30, 2022, non-current assets amounted to S$1,181,623 or 7.0% of our Group’s total assets. Non-current assets mainly consisted of right of use assets from lease properties of S$1,096,940, deferred tax assets of S$4,243 and property and equipment of S$80,440. Property and equipment comprises of renovation of S$60,010, medical equipment of S$13,000, computer & office equipment of S$6,648 and furniture & fittings of S$782.

Current Liabilities

Current liabilities amounted to S$7,192,789 and accounted for 54.7% of our total liabilities, and comprised trade and other payables, borrowings, amount due to related parties, asset retirement obligation and provision for income tax.

Trade and other payables amounted to S$2,412,221 and accounted for 33.5% of our current liabilities. Trade and other payables mainly comprised trade payables to suppliers in relation to the purchases of consumables and medical supplies, accrued bonus for employees and goods and services tax payable.

Borrowings, which amounted to S$4,203,233 and accounted for 58.4% of our current liabilities, mainly related to term loan from banks.

Amount due to related parties of S$171,837, or 2.4% of our Group’s total current liabilities;

Asset retirement obligation of S$15,000, or 0.2% of our Group’s total current liabilities;

Provision for income tax of S$390,498, or 5.4% of our Group’s total current liabilities;

Non-Current Liabilities

Non-current liabilities amounted to S$5,949,916 and accounted for 45.3% of our total liabilities. Non-current liabilities mainly consisted of borrowings.

Total Equity

Total equity amounted to S$3,705,552, comprising S$8 of share capital and S$3,705,544 of retained earnings.

LIQUIDITY AND CAPITAL RESOURCES

We financed our growth and operations through a combination of shareholders’ equity (including retained profits), net cash generated from operating activities, and borrowings from financial institutions. Our principal uses of cash have been for operational expenses, working capital purposes and payment of taxes.

As at December 31, 2023, we had cash and cash equivalents of S$943,580 (US$715,213). Equity attributable to owners of our Company amounted to S$6,815,417 (US$5,165,934) and our total borrowings amounted to S$5,733,556 (US$4,345,908), comprising mainly term loan from banks.

As at June 30, 2023, we had cash and cash equivalents of S$1,217,448 (US$900,280). Equity attributable to owners of our Company amounted to S$5,488,841 (US$4,058,893) and our total borrowings amounted to S$7,212,759 (US$5,333,698), comprising mainly term loan from banks.

Our Directors are of the reasonable opinion that, after taking into consideration the cash flows generated from our operations, our external borrowings and our existing cash and cash equivalents, and without considering any subsequent drawdowns thereof, as well as the gross proceeds to be raised pursuant to the offering, the working capital available to our Group is sufficient to meet our present requirements and for at least 12 months after the listing of our Company on Nasdaq.

We set out below a summary of our consolidated statements of cash flows for the years under review. The following net cash flow summary should be read in conjunction with the full text of this prospectus, including consolidated financial statements for the financial years ended June 30, 2023 and 2022, and for the six months ended December 31, 2023 and 2022, as set out in this prospectus.

FY2022

In FY2022, we generated operating cash flows before working capital changes of S$3,062,024. Net changes in working capital amounted to S$81,367. This was due mainly to a decrease in inventories of S$2,813, a decrease in trade and other receivables of S$14,065, and an increase in trade and other payables of S$64,489. We paid interest of S$320,867 and income tax of S$30,057 in FY2022. As a result, the net cash generated from operating activities amounted to S$2,792,467.

Cash used in investing activity amounted to S$88,495, mainly due to the purchase of property and equipment of S$88,495.

Net cash used in financing activities of S$12,922,102 was due mainly to decrease in amount due to related parties of S$10,099,930 and repayment of borrowings of S$2,540,479.

As a result of the above, our Group’s cash and cash equivalents decreased by S$10,218,130 from S$11,781,813 as at July 1, 2021 to S$1,563,683 as at June 30, 2022.

FY2023

In FY2023, we generated operating cash flows before working capital changes of S$2,838,166 (US$2,098,770). Net changes in working capital amounted to S$286,801 (US$212,084). This was due mainly to an increase in inventories of S$24,775 (US$18,321), a decrease in trade and other receivables of S$535,539 (US$396,021), and a decrease in trade and other payables of S$223,963 (US$165,616). We paid interest of S$238,602 (US$176,442) and income tax of S$286,374 (US$211,768) in FY2023. As a result, the net cash generated from operating activities amounted to S$2,599,991 (US$1,922,644).

Cash used in investing activity amounted to S$6,162 (US$4,557), mainly due to the purchase of property and equipment of S$6,162 (US$4,557).

Net cash used in financing activities of S$2,940,064 (US$2,174,121) was due mainly to repayment of borrowings of S$2,322,015 (US$1,717,086) and decrease in amount due to a director by S$599,437 (US$443,272). This is partially offset by an increase in amount due to related party of S$599,762 (US$443,513).

As a result of the above, our Group’s cash and cash equivalents decreased by S$346,235 from S$1,563,683 as at July 1, 2022 to S$1,217,448 (US$900,280) as at June 30, 2023.

Six months ended December 31, 2023

For the six months ended December 31, 2023, we generated operating cash flows before working capital changes of S$2,140,945 (US$1,622,787). Net changes in working capital amounted to S$1,615,377 (US$1,224,419). This was due mainly to an increase in inventories of S$15,630 (US$11,847), an increase in trade and other receivables of S$1,574,539 (US$1,193,465), and a decrease in trade and other payables of S$25,208 (US$19,107). We paid interest of S$96,123 (US$72,859) and income tax of S$285,613 (US$216,487) in the six months ended December 31, 2023. As a result, the net cash generated from operating activities amounted to S$143,832 (US$109,022).

Cash generated from investing activity amounted to S$7,920 (US$6,003), mainly due to the acquisition of property and equipment.

Net cash used in financing activities of S$409,780 (US$310,603) was due mainly to repayment of borrowings of S$1,199,967 (US$909,548), payment of principal portion of lease liabilities of S$279,236 (US$211,654), partially offset by increase in amount due to shareholder of S$691,801 (US$524,370) and amount due to related parties of S$457,457 (US$346,742).

As a result of the above, our Group’s cash and cash equivalents decreased by S$477,943 from S$1,421,523 as at December 31, 2022 to S$943,580 (US$715,213) as at December 31, 2023.

CAPITAL EXPENDITURES, COMMITMENTS AND CONTINGENT LIABILITIES

Commitments

As at June 30, 2023 and 2022 and December 2023 and 2022, our Group was committed to making the following rental payments in respect of operating leases of clinic premises:

Material capital expenditures and contingent liabilities

There were no major capital expenditures and contingent liabilities for the years under review.

SIGNIFICANT ACCOUNTING POLICIES CHANGES

The accounting policies have been consistently applied by the Group during the years under review, except for the changes in accounting policies as discussed in the consolidated financial statements appended to this prospectus.

INDUSTRY OVERVIEW

Certain information, including statistics and estimates, set forth in this section and elsewhere in this prospectus has been derived from public industry and other sources. However, neither we nor any other party involved in this offering has independently verified such information, and neither we nor any other party involved in this offering makes any representation as to the accuracy or completeness of such information.

The global orthopedic market is anticipated to grow on account of greater awareness on higher quality of healthcare, rising geriatric population and increase in the demand in developed and developing nations. In Singapore, the orthopedic market in Singapore is expected to be driven by other the factors such as ageing population, rising income level, insured population in Singapore, etc. Below are some of the positive industry dynamics that support long term growth in the orthopedic market:⁽¹⁾

Singapore has a population of about 5.7 million, with a significant aging population, increasing the demand for orthopedic care. Elderly healthcare support has always been one of the main agenda of the Singapore government as the population ages. According to the Singapore Department of Statistics, the proportion of citizens aged 65 and above has increased from 11.7% in 2013 to 19.1% in 2023. By 2030, around one in four citizens (24.1%) will be aged 65 and above.⁽²⁾ The chart below shows the aged pyramid of resident population:

Pyramid of Resident Population

(Source: Population Trends 2023, Singapore Department of Statistics)

Based on the research from the Singapore Department of Statistics, Singapore’s resident population continued to age. The median age of the resident population rose to 42.4 years as at end-June 2023 from 42.1 years in the previous year. The proportion of residents aged 65 years and over rose to 17.3 per cent from 16.6 per cent over the same period⁽³⁾.

Aging results in decrease in physical and mental capacity and increase risk for various diseases.⁽⁴⁾ Health conditions related with aging includes but not limited to diabetics, respiratory diseases, heart diseases, fall and fractures, as well as musculoskeletal disorders. Therefore, demand for orthopedic services is expected to increase along with the ageing population assuming more elderly people become afflicted with some orthopedic disease that requires treatment.

Rising income levels is also one of the market drivers of the healthcare market as higher income increases the affordability of private healthcare services which include orthopedic services. There has been upward trend in household income in Singapore. Median monthly household income from work increased over the last reviewed ten years. Among resident employed households, median monthly household income from work grew by 6.1 per cent in nominal terms, from S$9,520 in 2021 to S$10,099 in 2022. After adjusting for inflation, median monthly household income from work rose 0.2 per cent in real terms in 2022. Taking into account household size, median monthly household income from work per household member rose from S$3,027 in 2021 to S$3,287 in 2022, an increase of 8.6 per cent in nominal terms, or 2.6 per cent in real terms.

From 2012 to 2017, the median monthly household income from work rose 15.5 per cent cumulatively or 2.9 per cent per annum in real terms. It continued to grow over the next five-year period from 2017 to 2022, with real growth coming in at 2.9 per cent cumulatively or 0.6 per cent per annum. After accounting for household size, median monthly household income from work per household member rose 22.9 per cent cumulatively (or 4.2 per cent per annum) in real terms from 2012 to 2017, and 11.9 per cent cumulatively (or 2.3 per cent per annum) in real terms from 2017 to 2022.⁽⁵⁾ The chart below shows the growth of Singapore median household income from work in Singapore dollars:

(Source: Key Household Income Trends, 2022, Singapore Department of Statistics)

Singapore households have also spent more on healthcare services in the past few years. Based on the Household Expenditure Survey, the average monthly spending in healthcare increased from S$260 in 2012/2013 to S$320 in 2017/2018.⁽⁶⁾ Healthcare accounted for 5.5% of monthly household expenditure in 2017/2018 as compared to 4.5% in 2012/2013. The average real salary increase in Singapore is forecasted to be 0.5% in 2024⁽⁷⁾ which may translate into a greater affordability on private healthcare services and demand for high quality specialist healthcare services. The chart below shows the distribution breakdown of household expenditure by type of goods and services:

Distribution Breakdown of Household Expenditure by Goods and Services

(Source: Report on the Household Expenditure Survey 2017/2018, Singapore Department of Statistics)

With a greater awareness on healthcare, more people are seeking insurance coverage. Singaporeans have the option of purchasing other types of private insurance with the help of an Integrated Shield Plans, either MediShield Life or extra private insurance cover that can also be availed by non-residents patients. According to the Life Insurance Association Singapore, Integrated Shield Plans has remained a significant component of health insurance in Singapore. Approximately 72,000 Singaporeans and Permanent Residents took up new Integrated Shield Plans as of 30 June 2023. In total, 2.9 million lives – approximately 71% of Singapore residents – are protected by Integrated Shield Plans which provide coverage on top of MediShield Life.⁽⁸⁾ The increase in the number of insurance policies secured and the growth in the insured population may imply that there is a possibly increase in the spending on private healthcare.

The Singapore government has put in tremendous efforts to ensure that healthcare is accessible and affordable, as evidenced by the increasing government spending in healthcare. Government spending in healthcare industry includes enhanced healthcare infrastructure, development of healthcare professional and investment in healthcare technology. The table below shows the government health expenditure in Singapore (denoted in Singapore dollars).

Government Health Expenditure

Notes:

¹ - Includes expenditure from endowment funds and excludes government transfers.

(Source: Government Health Expenditure and Healthcare Financing, Ministry of Health, Singapore)

Continuous effort by the government to improve the healthcare system of the country is one of the key drivers of the growth of healthcare industry in Singapore. Apart from that, the private healthcare sector also plays an important role in the growth of healthcare industry. Most primary healthcare services in Singapore are provided by private healthcare providers as well as government polyclinics. With a highly developed free-market economy, there are no barriers of entry for private healthcare practitioners to enter the market and contribute to the development of the healthcare industry. Singapore’s healthcare industry is expected to reach US$44 billion by 2030⁽⁹⁾.

Physiotherapy employs techniques which uses manual therapy (joint mobilization, muscle stretching and massages), exercise therapy, sports physiotherapy and workplace ergonomics (posture and workstation set-up recommendations) to help patients to relieve pain, enhance musculoskeletal strength and improve respiratory function. The previous Singapore Senior Minister of State for Health, Amy Khor, said that “Allied healthcare is one of the key sectors, particularly because we are transiting care with more emphasis from the hospital to the community”.⁽¹⁰⁾ To fuel the increase demand for allied healthcare, the Ministry of Health and Workforce Singapore are expanding the Healthcare Professional Conversion Programmes (PCPs) with the introduction of a new degree-entry accelerated PCP at the Singapore Institute of Technology. Healthcare PCPs are available for mid-career locals to be trained in these healthcare professions such as physiotherapist, occupational therapist, enrolled nurse, registered nurse and diagnostic radiographer. The chart below illustrates that number of physiotherapists (public, private, not in active practice) has risen from 2020 to 2022, notably in the private healthcare sector.

Number of physiotherapists in Singapore

(Source: Number of Physiotherapists (Public, Private, Not in Active Practice), www.moh.gov.sg)

In 2012, Singapore launched “Vision 2030” to address the question “How can sports best serve Singapore in the country in the coming decades”. Since its launch, “Vision 2030” has seen many Singaporeans taking up a more active lifestyle. According to the 2018-2022 National Sports Participation Survey, the frequency of participation in physical activity has seen a jump in numbers across all ages.⁽¹¹⁾ The proportion of Singapore residents who had participated in some form of sports/exercise at least thrice a week in the past three months has increased from 26.4% in 2015 to 35.9% in 2017.⁽¹²⁾ Furthermore, as the population ages and more people turn to exercise, there is an increase in the demand for sports medicine services. Besides being well-positioned to provide care for musculoskeletal injuries, medical practitioners with the relevant sports medicine skills and orthopaedic knowledge will help to meet the anticipated increase in demand. In addition, sports medicine has displayed a considerable growth among all the other healthcare fields, as professionals in this field have the capability to treat all kinds of people, and not just athletes. Increase in the demand for sports medicine is witnessed over the years owing to the rise in incidence of sports associated injuries along with increase in awareness among people regarding physical fitness.

ASEAN’s evolving demographics, lifestyle awareness on healthcare is contributing to changes in the healthcare sector. Life longevity in Southeast Asia is expected to exceed other Asia countries in the long term, challenging healthcare providers to equip themselves with skills, advanced equipment and supplies, resources in caring for elderly people. By 2025, health care expenditure is expected to reach about US$270 billion, more than the projected size of the region’s fast-growing internet economy ($240 billion by 2025).⁽¹³⁾ The ASEAN region is expected to promote health spending in order to provide better healthcare services and catch up with the average spending rate in fully developed countries.

Based on the foregoing and our competitive strengths, we are cautiously optimistic about the prospects of our Group. Save as disclosed above and under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus, and barring any unforeseen circumstances, we do not expect any significant recent trends in sales and inventory, and in the costs and selling prices of our healthcare and medical services, or any other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenue, profitability, liquidity or capital resources, or that would cause financial information disclosed in this prospectus to not be indicative of our future operating results or financial conditions. Please also refer to the section “Special Note Regarding Forward-Looking Statements and Industry Data” of this prospectus.

Notes:

BUSINESS

OVERVIEW

Basel Medical Group Ltd, or “Basel Medical”, is a BVI business company incorporated in the BVI on August 10, 2023. Basel Medical serves as the holding company of our Group and we conduct our operations through our operating subsidiaries based in Singapore.

We provide a wide spectrum of general and subspecialized orthopedic, trauma and sports medicine services such as knee/hip replacements, sports medicine/surgery, spine surgery, foot/ankle surgery and minimally invasive orthopedic procedures, as well as neurosurgical treatments.

Our operations are based in Singapore, with our clinics being at 6 Napier Road, Unit #02-10/11 and Unit #03-07, Gleneagles Medical Centre, a convenient and central location in Singapore accessible by public transportation. We currently have five medical practitioners in our Group, comprising four orthopedic specialists and one neurosurgery specialist. The services provided by our clinics include, but are not limited to, consultation, medical diagnosis and medical or surgical treatments for orthopedic, trauma, sports medicine and neurosurgical conditions and our clinics are equipped with the facilities needed to perform a variety of procedures on site and minor surgical services. Major surgeries will be carried out at Gleneagles Hospital, Mount Elizabeth Hospital, Mount Elizabeth Novena Hospital, Parkway East Hospital, Mount Alvernia Hospital, Farrer Park Hospital and other day surgery centers in Singapore where our medical practitioners are accredited to practice. Our clinics have been selected by several insurance providers as preferred medical care providers and our medical doctors are MediSave accredited, and therefore patients can submit their MediSave or Integrated Shield Plan claims through our clinics. MediSave is a national medical savings scheme in Singapore that helps individuals set aside part of their income to pay for their personal or approved dependents’ hospitalization, day surgery and certain outpatient expenses, as well as their healthcare needs in old age. MediShield Life (“MSHL”) is a basic national health insurance scheme in Singapore that provides lifelong coverage for Singapore citizens and permanent residents. Certain aspects of MediShield Life are paid for using MediSave funds. Integrated Shield Plans are optional health coverage in Singapore provided by private insurers that complements MSHL with higher coverage benefits.

The patients who visit our clinics are either walk-in patients, employees of corporations, or policyholders of insurance companies with whom we have entered into arrangements. We believe that such arrangements with corporations and insurance companies to offer our medical services at preferred rates allow for the convenient, reliable and cost-effective inpatient and outpatient medical treatments at private hospitals, provide our Group’s clinics with patient volume and enables these corporations and insurance companies to meet their budgetary constraints in relation to the medical treatment of their employees or, as the case may be, policyholders. For the past three years from June 2020 to June 2023, we served more than 20 insurance companies and over 300 corporations.

The following sets forth our key business development milestones:

OUR COMPETITIVE STRENGTHS

We aspire to provide excellent treatments and services to our patients. We believe that we have the following advantages which distinguish us from other competitors in the market:

We have a team of highly qualified and experienced medical practitioners who provide a spectrum of orthopedic and neurosurgery services.

Our roster of medical practitioners in the orthopedic and neurosurgical fields with in-depth knowledge and each with more than ten years of experience in both hospital and private healthcare sectors across a wide range of complementary sub-specialties, enables our Group to offer a full spectrum of high quality orthopedic and neurosurgical services. This allows patients to receive orthopedic and neurosurgical care from medical specialists who have in-depth knowledge and experience of their medical condition and enables our medical practitioners to complement each other by leveraging the knowledge and experience of one another to deliver quality medical services. The sub-specialties that our Group currently offers include sports medicine, trauma, hand surgery, hip surgery, knee surgery, neurosurgery, shoulder surgery, spinal surgery, joint replacement, and ancillary services such as physiotherapy provided by our in-house physiotherapists.

We have a robust corporate client base.

Over the last 20 years, our Group has built strong relationships with a large base of corporations, in particular the construction, marine and oil & gas industries, that underpin our robust business model with a corporate client base contributing approximately 25% of our Group’s revenue in the financial year ended December 31, 2023. This helps to provide us with a steady and recurring flow of patients at a low patient acquisition cost. Furthermore, our well-established corporate relationships also provide us the ability to leverage our corporate clients’ footprint across Southeast Asia to accelerate our planned expansion to countries across the region in the future. See “Business—Our Business Model—Our Corporate Clients.”

Our revenue streams are well diversified and not dependent on any particular medical practitioner or service.

Our multi-medical practitioner business model, along with our substantial corporate client base, ensure that our Group’s revenue streams are well-diversified and not dependent on any particular medical practitioner or service. If one of our medical practitioners were to leave our Group, we are confident that we will be able to continue our revenue growth, driven by the steady and recurring flow of patients from our corporate and individual clients. This diversification strategy enabling the business to operate independent of any particular medical practitioner, has been implemented over the last five years, which has resulted in our founder-practitioner, Dr. Kevin Yip, contributing approximately 11% and 21% of our Group’s revenue in the financial year ended June 30, 2023 and the six months ended December 31, 2023 respectively, compared to 100% of our Group’s revenue in the financial year ended June 30, 2014 as the then only specialist. In addition, alongside the significant revenue contribution from our large corporate client base, our Group has a substantial patient database of approximately 9,600 individual patients and 1,400 patients referred to by our corporate clients, including 8,057 new individual patients and 1,389 new patients referred to by our corporate clients onboarded in the last two years from June 2021 to June 2023. From July to December 2023, our Group’s patient count was 4,386 individual patients and 1,747 patients referred by our corporate clients, including 1,655 new individual patients and 447 new patients referred by our corporate clients.

We have a highly scalable corporate infrastructure to support growth.

Our operations are supported by a complete team of experienced and capable staff, covering areas across marketing, IT and finance, providing us with the organizational capability to scale up our operations easily, support expansion to other locations, and acquire and integrate other medical businesses. We believe our well-established corporate infrastructure will also help to attract other medical practitioners to join our Group as it provides them with support for clinic operations, patient acquisition and back-end support, allowing our medical practitioners to focus on their respective medical practice.

Singapore, like many other regions, is experiencing an ageing population. As the population ages, there is an increased demand for healthcare services, including medical treatments and procedures. This demographic trend further underscores the potential for growth in the healthcare sector. Across Asia, there is a growing demand for high-quality medical services. As incomes rise and awareness of healthcare improves, individuals are seeking access to advanced medical treatments. By meeting this demand, we believe that we position ourselves for growth in the Southeast Asian healthcare market. We are also actively exploring the feasibility of building a scalable corporate infrastructure, including the development of integrated medical systems, centralized procurement processes, and the establishment of a medical concierge service. Nevertheless, no binding agreements have been entered into as of the date of this prospectus and there can be no assurance that we will be able to successfully execute such plans.

Our majority shareholder and senior management team provide a strong regional network for our expansion plans.

Our majority shareholder and senior management team bring with them a strong global network. This network not only provides access to capital but also opens doors to potential partnerships, collaborations, and market expansion opportunities on a global scale. Leveraging this network enhances our ability to scale our operations and penetrate new markets effectively.

AIP Investment Partners is the investment manager of our largest shareholder Rainforest Capital VCC, which lends significant weight to our scalable corporate infrastructure, leveraging its track record in managing portfolio companies across diverse industries, particularly in biotech and healthcare sectors in Asia and the U.S. With a specialty in healthcare and biomedical coverage, AIP Investment Partners has facilitated the growth of companies involved in clinical-grade medical devices, portable diagnostic services for various cancers and symptoms, medical technology, IoT platforms focusing on medical care, and data platforms. Their commitment to supporting portfolio companies extends beyond financial backing, encompassing strategic guidance and resources post-investment. As we continue to forge partnerships and collaborations in the medical and orthopedic industries, we anticipate strong support from AIP Investment Partners and Rainforest Capital VCC, positioning us for sustained growth and expansion. This partnership provides us with access to a wealth of resources, expertise, and networks, enhancing our ability to capitalize on emerging opportunities and drive innovation in healthcare.

Other than Raymond Cheung as Group Chief Executive Officer and Jianing Lu as Group Chief Financial Officer, Basel Medical is supported by key officers who are entrenched in the field of healthcare network in Singapore and beyond. Dr. Darren Chhoa, our Group Chief Health Officer, drives the Company’s growth by expanding and integrating advanced clinical solutions and developing key healthcare partnerships that enhance service delivery and patient care. His experience in building health enterprises lends credibility for Basel Medical to scale our healthcare operations. Mr. Vincent Teo, our Group Partnership Officer, contributes to this scalability with his strategic business development expertise and multi-channel distribution knowledge, managing and expanding partnerships across various financial, healthcare and insurance sectors. Together, this leadership team provides our Group with a robust, flexible, and scalable infrastructure capable of supporting growth and navigating complex industry landscapes.

We operate on an asset-light, strong cash flow business model.

Our Group operates on an asset-light business model as we lease our operating premises and our investment in medical equipment or clinic renovation is not significant. Our facilities, such as our clinic premises, and medical equipment are shared amongst our team of medical practitioners. Facilities such as operating theatres and wards, which require substantial capital expenditure, are used on pay per use and ad hoc basis. This allows us to make efficient use of the facilities and equipment and keep our capital expenditure and working capital requirements low, resulting in strong cash flows for the business. With this scalable business model, we are able to generate robust cash flows to support future expansion plans and/or for dividend payments, as well as our planned regional expansion across Southeast Asia.

We are well-positioned to capture the growing demand for private orthopedic and physiotherapy services.

As an orthopedic service provider in Singapore with a track record of over 20 years, our Group and our existing pool of specialized medical practitioners are well-positioned to ride the growth opportunities in the private healthcare industry in Singapore and across Southeast Asia driven by ageing population, rising income level, increasing private insurance coverage, government effort and expenditure on healthcare, growing sports participation rate and Singapore’s position as a premium destination for healthcare services in Asia.

We have also successfully established a physiotherapy division since 2016 whereby we have converted physiotherapy from a cost center to a profit center. Currently, our Group has its own team of in-house physiotherapists that cater to both corporate and individual patients. Our physiotherapy division complements the orthopedic division and offers growth opportunity via the recruitment of physiotherapists as well as acquisitions in this fragmented industry.

OUR GROWTH PROSPECTS

We believe that the following factors will be key to our future growth plans.

Increasing awareness and use of orthopedic treatments and devices

Worldwide prevalence of orthopedic disorders, such as osteoarthritis, rheumatoid arthritis, osteoporotic fractures, rising cases of age-related bone disorders, such as osteoporosis in geriatric populations, as well as growing demand for minimally invasive surgeries, are all fueling the demand for orthopedic devices. While our Group does not engage in the manufacture of such devices, we prescribe and sell orthopedic devices, such as joint implants, bone fixation devices, orthopedic braces and supports, spinal implants and devices, and other orthopedic trauma devices as part of our medical treatments, which are purchased from wholesale suppliers.

Out of 500 Singaporeans surveyed for the 2017 GSK Global Pain Index, about 85% reported having suffered from body pain. Significant levels of pain prevalence were found globally and in South East Asia among five countries surveyed in an 2022 study by HHS Public Access. Internationally, a study in the U.S. by the National Center for Health Statistics titled “Chronic Pain and High-impact Chronic Pain Among U.S. Adults, 2019” showed that in 2019, 20.4% of U.S. adults had chronic pain and 7.4% of U.S. adults had chronic pain that frequently limited life or work activities (referred to as high impact chronic pain) in the past 3 months, while chronic pain and high-impact chronic pain both increased with age and were highest among adults aged 65 and over. Moreover, the prevalence of internet advertising, as well as health campaigns in Singapore and abroad, has also raised the awareness of Singaporeans of the availability of orthopedic treatments for their ailments. We expect that the demand for orthopedic treatments and devices will continue to rise in Singapore and the region, and our Group is well-positioned to capitalize on such growth given our experience and legacy in this field.

Ageing population in Singapore and strong demand for orthopedic care

We operate in Singapore which is currently facing an ageing population, and in line with this trend there is an anticipated rise in musculoskeletal disorders. As many of these disorders are linked to age, the increasing number of elderly individuals and the growing income levels in Singapore and neighboring countries is likely to result in a higher demand for top-notch, private musculoskeletal medical services. In line with the projected GDP growth in the region, the spending power of individuals in Southeast Asia is expected to rise, potentially leading to an increased willingness to invest in healthcare. This surge in economic capacity may drive the demand for products such as orthopedic treatments. Concurrently, the increase in income levels is complemented by a rise in healthcare coverage for insured patients in both Singapore and the broader region.

Overall, we believe that our Group has the capabilities to meet the growing demand for high-quality and comprehensive medical services. Operating from a conveniently and centrally located one-stop integrated medical services center, we not only offer patients the convenience of end-to-end medical services for musculoskeletal-related care in Singapore but also cater to those seeking the care of leading doctors and healthcare professionals in Singapore.

Rising number of insured patients in Singapore

The insurance industry can be broadly categorized into two segments: life insurance and general insurance. Life insurance covers a range of policies, including those related to life, long-term accidents, and health. According to the Life Insurance Association, Singapore, annual premium policies saw a quarter-on-quarter increase of approximately 16.8% in the second quarter of 2023 to S$807.5 million compared to S$691.2 million in the first quarter of 2023. The take-up of annual premium policies increased by 26.3% in the first half of 2023 as compared to the first half of 2022, amounting to S$1.5 billion in total weighted premiums. This upward trend reflects the inclination of Singaporean citizens and residents, grappling with an aging population, to invest in more comprehensive healthcare coverage for improved insurance. Such a tendency is likely to boost their readiness and capability to seek private medical services and orthopedic treatments, such as those provided by our Group.

Positive economic outlook in Singapore

We believe our future growth will be influenced by the economic performance of Singapore. According to a quarterly survey by the Monetary Authority of Singapore, which compiled responses from 25 economists and analysts, the city-state’s economic growth was forecasted to be 2.3% in 2024. As the global economy continues to recover from the coronavirus pandemic and inflation eases, we expect a modest recovery in the Singapore economy in which we operate. As our Group’s performance is intricately tied to the lifestyle and spending habits of Singaporeans, we foresee that the recovering economic performance of Singapore will have an overall positive effect on our business results and financial performance.

OUR GROWTH STRATEGIES

Over the next 12 to 18 months, we intend to seek acquisition and collaboration partners in Singapore and Malaysia. Our acquisition and collaboration targets include general practitioner (GP) clinics and specialist clinics that complement our orthopedic services, particularly those focused on the musculoskeletal system, aging treatments, physiotherapy and occupational therapists. We aim to become an internationally known medical services provider in the Southeast Asian market, with a presence in at least four Southeast Asia countries (potentially covering Singapore, Malaysia, Indonesia and Thailand) within the next three years. We believe that the following will also constitute our key growth strategies:

Continue to grow our orthopedic business.

We will continue to expand our orthopedic services as they represent a key area of our core competencies. We intend to leverage our strong existing relationships with our corporate clients, as well as focus on acquiring new corporate clients to ensure robust continuous growth for our corporate business. For our individual patient business, we plan to grow it further with new patient acquisition methods such as digital marketing in addition to personal referrals by “word of mouth” which has proven to be a particularly effective method. Furthermore, we believe that attracting talents will be critical to our expansion organically. Therefore, we intend to continue recruiting well-qualified and capable orthopedic specialists to better provide for our patients as well as to expand the breadth and depth of orthopedic services we provide. Accelerating the growth and scaling-up the physiotherapy business through our well-established marketing channels and internal referrals will also remain at the top of our priority. As part of our overall growth strategy, we also intend to further our reach as a comprehensive orthopedic service provider by setting up new clinics in other locations in Singapore and across Southeast Asia.

Broaden our range of service offerings.

We believe that vertical integration will remain an attractive growth area due to increasing demand for specialty services across the Southeast Asia region. Previously, our Group relied on third-party physiotherapists for the provision of physiotherapy services where the margin was mainly from the additional fees charged to the patients. Since 2016, we have been offering in-house physiotherapy services and are able to derive significant additional revenue and profit. This successful expansion in physiotherapy services is one of the multiple offerings that we are strategically expanding by leveraging our corporate and individual client base into other complementary service offerings and medical verticals such as anesthesia and ophthalmology services. Apart from expanding into other medical verticals, we are also looking to expand our service offerings through providing medical facilities such as X-ray, radiology, and imaging facilities as well as day surgery operating theatres.

Regional network building with referral from overseas medical centers.

As we expand our presence across Southeast Asia, we intend to build relationships with medical centers in the region which will refer patients requiring more complicated surgical procedures or medical consultation to us. Through this network, we could also schedule for patients to have follow-up consultations either at our clinics in Singapore or at overseas medical centers in their home countries. For example, patients from such overseas medical centers may prefer to have their surgical procedures performed in one of our clinics in Singapore and to have their follow-up consultations in their home countries. We seek to provide patients with more economic options along with the comfort and convenience of receiving follow-up treatment and consultations in their home countries.

Geographical expansion in Singapore and across the Southeast Asia region.

We intend to replicate our success as a comprehensive orthopedic service provider, by expanding to other private hospitals in Singapore. Currently, our Group is a profitable business despite only operating in Singapore. We believe that our track record and reputation from the Singapore business, and the regional footprint of the existing corporate clients, will provide a strong entry into other countries across Southeast Asia, especially in neighboring places such as Malaysia. These markets have been identified by us as possessing strong growth potential with sufficient room for development.

Expansion through acquisitions, joint ventures or strategic alliances.

We expect value-creating acquisitions, joint ventures or strategic alliances to play a key role in our growth strategy moving forward. We aim to expand our business locally and regionally, through acquisitions of clinics, joint ventures or strategic alliances to accelerate our growth, patient acquisition, service offering expansion and establishment in new markets. In line with our strategy, we are pursuing various acquisitions within the specialty service segment in Singapore and across the region, which we believe would add value to our overall business. We may also consider certain strategic acquisitions in other markets and/or segments. Such acquisitions, joint ventures, or strategic alliances can also bring about greater economies of scale and act as a catalyst for future growth. We intend to identify healthcare businesses and assets with the following key criteria: strong management team, strong or established brand and reputation, proven track record of profitability, synergies with existing businesses, potential for future growth. Nevertheless, no binding agreements have been entered into as of the date of this prospectus and there can be no assurance that we will be able to successfully execute such plans.

Investments in technology infrastructure.

We believe that a robust information technology platform is critical in maintaining our competitive advantages. We plan to continuously enhance, upgrade and leverage our information technology systems to further strengthen our service delivery to our clients, and to improve client retention. Examples of technology initiatives that our Group is exploring include telemedicine for follow-up patients, and improvements in our customer relationship management systems to better understand our client base and increase marketing effectiveness.

At the same time, we are also looking to develop an integrated business intelligence and analytics platform as our patient database grows, to facilitate insights on the medical service utilization patterns and to customize our medical solutions.

OUR BUSINESS MODEL

We specialize in providing a range of medical and therapeutic treatments in the fields of orthopedics and neurosurgery. As of the date of this prospectus, we employ four full-time doctors and one locum doctor who specialize in orthopedic, trauma, sports medicine and neurosurgical treatments.

Patient Types, Fees and Payments

Our business model can be broadly divided into two segments, comprising the (i) individual patient segment, which is made up of individual walk-ins and recurring individual patients, and (ii) our corporate client segment, which mainly includes patients referred to us by their employers which are our corporate clients. Our fees are paid for either by the patient, or by the patient’s employer or insurer in the case of a qualifying claim which qualification depends on the terms of employment or insurance coverage of such patient. As is the case with other clinical groups in Singapore, our fees and charges are determined based on the types of services rendered and medication prescribed. We maintain an internal itemized fee scale which sets out the prices of our services for patients. The Singapore Ministry of Health has published a set of fee benchmarks which constitute recommended charges for doctors and hospital fees in the private sector, for routine and typical cases. These benchmarks inform what is a reasonable range of fees that patients and insurers could expect to pay, and serve as a reference for doctors and hospitals in setting their fees. Our fee scale is determined and periodically revised with reference to such benchmarks. We also prescribe orthopedic devices as part of the treatment of our patients where necessary, with such orthopedic devices being wholly-sourced from and supplied by wholesale suppliers.

Within our Group, different entities undertake functions for our different service segments and functions:

Throughout our nearly two decades’ operating history, various entities, including our currently dormant entities SKS and SKC,^* were established to address different requirements of our business, such as catering to distinct customer profiles. Over time, as business operations streamlined according to patient types as well as fee and payment structures, certain entities became redundant and subsequently inactive. SKS and SKC have not conducted any operations to date. We have not yet determined to strike off or dissolve such dormant entities taking into consideration the minimal corporate maintenance fees for such entities, but if there is no foreseeable need to keep these entities in the future, we may decide to dissolve such dormant entities. See “Business—Our Growth Strategies” for further discussion of our growth plans.

Patient Demographics

For the year ended June 30, 2023, approximately 27% of our patients were aged 30 years old and below, approximately 50% were aged 31 to 50 years old and approximately 23% were 51 years old and above. For the same year, approximately 56% were male and 44% were female. For the six months ended December 31, 2023, approximately 18% of our patients were aged 25 years old and below, approximately 35% aged 26 to 40 years old, approximately 34% were aged 41 to 60 years old and approximately 12% were 61 years old and above. For the same period, approximately 56% were male and 44% were female.

As at December 31, 2023, based on our historical estimation, approximately 25% of our patients are employees of corporate clients who receive treatment of work related injuries, such as manual laborers from the construction, marine, and oil and gas industries, approximately 15% are individual clients who are treated for spinal surgery and other neurological conditions, while approximately 60% are individual clients treated for other sub-specialties, including trauma, sports medicine, joint replacement, knee replacement, physiotherapy, arthroscopy, knee/hip replacements, sports medicine/surgery, foot/ankle surgery and others.

Our Treatment Procedure

Our treatment procedure is similar to other general healthcare procedures, wherein our new patients are first seen and examined by our medical staff on an outpatient basis for consultation purposes before they are recommended for a form of inpatient treatment, if required. Outpatient treatment does not involve surgery. At the outpatient stage, the following services will be rendered depending on specific medical conditions:

1. Consultation and examination of patient.

2. Recommendation for conservative management, such as physiotherapy sessions.

3. Pharmaceutical treatment (oral or injection) or the prescription of orthopedic devices.

If the above measures are insufficient to manage the conditions of the patient and depending on the individual preferences and type of condition of the patient, inpatient services may be recommended, which involve ward admission. At this stage, some form of invasive procedure, including but not limited to surgery, may be performed.

Our Medical Facilities

Our Group operates two medical clinics that are located at the following locations in Singapore:

Types of Treatments and Services

Our Group is a healthcare group primarily involved in the provision of a comprehensive range of orthopedic services including orthopedic treatments and surgeries, trauma and sports medicine services (both surgical and non-surgical), physiotherapy services and neurological treatments. As at the latest practicable date, we have five medical practitioners serving patients at our two clinics in Gleneagles Medical Centre in Singapore. The medical and healthcare capabilities of our Group currently consist of orthopedic services, physiotherapy services and neurosurgical services.

Orthopedic Services

In general, our orthopedic services can be categorized as surgical and non-surgical treatments.

Surgical

Our medical professional team provides surgical services to treat a wide range of orthopedic conditions and adopt advanced techniques such as minimally invasive surgery and keyhole surgery which enhances surgical precisions, reduces complications, and encourages fast recovery for our patients. We also employ the use of advanced technology such as robots which enable us to perform our surgeries with precision. Our medical practitioners are all trained and experienced surgeons who have many years of clinical and surgical experience.

Non-Surgical

We also provide a wide range of non-surgical services, ranging from general consultations to diagnostic and therapeutic orthopedic procedures such as medications, injections, splinting and physiotherapy in the outpatient setting. Our medical practitioners also provide, inter alia, second opinions and being on-call in the hospitals associated with our clinics.

Treatment Process

In general, our patients are either self-referred or referred to us by general practitioners who have provided the patient with a preliminary diagnosis. Based on the preliminary diagnosis, the patient will be referred to the appropriate medical practitioner within our Group.

When a patient first visits one of our clinics, he or she will go through a consultation with one of our medical practitioners for an accurate diagnosis of their medical condition. Depending on the medical condition, tests such as MRI scans, CT scans or X-rays may be arranged for the patient. Our medical practitioners will then review the results of such tests and determine the best form of treatment for the patient and advise them accordingly. We may prescribe orthopedic devices to our patients where necessary, such as joint implants, bone fixation devices, orthopedic braces and supports and other related devices, with such orthopedic devices being supplied by wholesale suppliers.

^* Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd. was incorporated with the original intention to serve individual patients while Singapore Knee, Sports and Orthopaedic Services Pte. Ltd. was incorporated with the original intention to serve corporate clients. These patients and clientele coverage has been revamped and taken over by other entities within our Group.

Generally, surgical procedures are carried out in the hospitals and medical centers in which our clinics are located. We also provide post-surgical services to our patients which include arranging inpatient support as well as follow-up consultations.

Common Medical Problems Treated by our Group

Common medical problems treated by our Group include fractures, torn ligaments, compressed nerves, “slipped discs”, arthritis-related ailments, accident/incident related traumas (e.g. vehicular accidents, falls), and sports injuries (e.g. tennis elbow, golfer’s elbow).

The key procedures and treatments carried out by our Group include:

Knee Conditions

Shoulder Conditions

Spine (Back and Neck) Conditions

Foot and Ankle Conditions

Hand and Wrist Conditions

Elbow Conditions

Hip Conditions

Physiotherapy services

Physiotherapy is the use of evidence-based proven techniques to help restore, maintain and maximize movement, function and overall-well-being. It includes rehabilitation as well as injury prevention and promotion of health and fitness.

Physiotherapy services are ideal for patients of all ages affected by injury or orthopedic conditions, for pain management, improved sports performance and for general health and wellbeing. Generally, patients seeking a non-invasive treatment option that would improve their mobility would consider physiotherapy. During the initial session, our medical practitioners will perform a physical examination to assess the patient’s musculoskeletal condition, identify its cause or contributing factors and work with the physiotherapists develop a holistic management plan that will optimize the treatment outcome. The focus is on resolving functional issues such as difficulties in the movement and performance of daily activities.

The management of a person’s injury, disease or physical deformities be effectively treated with physiotherapy treatment involving one or a combination of the following:

Neurology and Neurosurgical Treatments

Our neurosurgeon, Dr. Matthew Tung, possesses substantial experience in the field of neuroscience and is able to provide comprehensive services for the treatment of brain and spine conditions across all age groups. Our Group is able to address a wide range of issues, from headaches and brain tumors to aneurysms and strokes. Additionally, our team of medical practitioners collaborate to offer comprehensive care for patients facing various orthopedic and neurological diseases and disorders. This encompasses conditions such as epilepsy, brain and spine tumors, concussions, craniofacial deformities, scoliosis, movement disorders, and more. The seamless coordination between our orthopedic doctors and neurosurgeon facilitates smooth transitions in patient care.

Our Group is able to diagnose and treat disorders that impact most aspects of the nervous system. The treatments that we provide include:

Our Corporate Clients

A portion of the patients who visit our clinics are employees of corporations, such as construction, marine, and oil & gas companies, or policyholders of insurance companies. We have entered into arrangements with such corporations and insurers, a common practice in the Singapore medical services industry, where such counterparties may refer their employees to us for treatment, or include us in a panel of recognized medical clinics eligible for coverage under the relevant insurance plan. The material terms in our typical agreements with such corporations are set out below:

The material terms in our typical agreements with third-party insurers are set out below:

Our Medical Practitioners

Our Group’s reputation and image was built painstakingly over the course of almost 20 years through the professionalism of our doctors whose credentials, experience and expertise are set out below:

Dr. Kevin Yip

MBBS (U of London, United Kingdom), FRCS (Orth Surg) (RCS, Edinburgh, United Kingdom), FHKCOS (Hong Kong College of Orthopaedic Surgeons, Hong Kong, China), FAMS (Orth Surg) (Academy of Medicine, Singapore)

Dr. Kevin Yip is the founder of our Group. Before Dr. Kevin Man Hing Yip became an orthopedic surgeon in Singapore, he obtained his medical degree from St. Thomas’ Hospital London, England. He completed his post-graduate training in London, obtained his Fellowship of the Royal College of Surgeons in 1990, and worked in several hospital units in England before moving to Hong Kong. Dr. Kevin Yip became an Associate Professor at the Chinese University of Hong Kong Prince of Wales Hospital and participated in extensive research in various fields, especially the knee and shoulder. After leaving Hong Kong in 1998, he joined Gleneagles Hospital in Singapore as an Orthopedic Surgeon. Apart from general orthopedics, his main areas of expertise are back pain, neck pain, knee surgery and shoulder surgery. Dr. Yip is also a founding member of Asian Association for Dynamic Osteosynthesis, an honorary faculty member of The Interdisciplinary Research Centre for Musculoskeletal Bioengineering and Rehabilitation Technology & The Hong Kong Medical Association. Over the course of his career, Dr. Yip has published close to 80 research articles. Dr. Yip is currently a locum doctor with our Group.

Dr. Matthew Tung

MBBS (NUS, Singapore), FRCS (Neurosurgery) (RCPS, Glasgow, United Kingdom)

Dr. Matthew Tung joined our Group in November 2017 and specializes in treating disorders of the brain and spine with special interest in back pain and neck pain, nerve pain and headache. He believes that neurosurgery should always consider the non-invasive options before open surgery to attain minimum morbidity and a fast return to optimum function. In spinal disorders, Dr. Tung aims for motion preservation, reversible treatments that can be repeated in preference to fusion. In the last 15 years he has performed operations using non-invasive techniques like stereotactic radiosurgery (SRS) and stereotactic radiotherapy (SRT) for brain tumors, minimally invasive techniques with endoscope-assisted method to access the pituitary adenoma, treat hydrocephalus and ventricular tumors, spinal laminectomy for spinal tumors, facet joint injections, cervical and lumbar disc replacements, spinal decompression and fusion, and endoscopic thoracic sympathectomy for sweaty palms. Dr. Tung pursues continued medical education eagerly and keeps abreast of latest techniques by attending courses and attachments in Europe (SRS, SRT, spinal surgery and disc replacement), America (skull base approaches to acoustic neuroma) and China (endovascular techniques for vascular disorders).

Dr. Palanisamy Arul Murugan

MBBS in Orthopaedic Surgery (IN), MRCS (Member of the Royal College of Surgeons of Edinburgh) Edin, Mmed (Master of Medicine, Ortho), FRCS (Ortho)

Dr. Palanisamy Arul Murugan is a practicing doctor with our Singapore Sports and Orthopaedic Clinic and joined our Group in December 2020. He completed his MBBS from Madras Medical College, India. He has been working in Singapore since November 2010. In his 10 years in Singapore, he has been posted to KK Women’s & Children’s Hospital, Singapore General Hospital, Tan Tock Seng Hospital, Khoo Teck Puat Hospital and Thye Hua Kwan Hospital in the departments of Orthopaedic Surgery, Accident and Emergency, General Surgery, Anaesthesia, Hand Surgery, Rehabilitation Medicine and Neurosurgery. He passed the MRCS (Edin) in 2012. He was awarded SingHealth best medical officer award in 2013. He was given National Health Group Orthopaedic Residency in 2014. He received his MMed (Ortho) in 2019. He completed his orthopedic residency on July 30, 2020 and passed the FRCS ortho exam held in November, 2020. He has presented research papers in many international conferences and has journal publications in the fields of orthopedic trauma and hand surgery. In his orthopedic career, he has worked in various sub-specialities such as trauma, joint replacement, sports injuries, foot and ankle problems and hand surgery. Dr. Arul Murugan is fluent in Tamil, English and Hindi.

Dr. Darren Chan

MBBS (Bachelor of Medicine, Bachelor of Surgery) Monash University, Australia, Membership of the Royal College of Surgeons, Edinburgh, Graduate Diploma in Family Medicine, National University of Singapore (NUS)

Dr. Darren Chan is an orthopedic doctor who joined our Group in May 2024. Dr. Chan is an accredited family physician with an interest in sports and preventive medicine. As a family physician, he believes in holistic care and health promotion for his patients. Dr. Chan obtained his MBBS from Monash University, Australia in 2012 and graduated with Honours where he was also awarded the Robert Power Prize in Surgery. After working at the Royal Melbourne Hospital in Australia, he returned to Singapore and has worked in various public hospitals in Singapore, such as SGH, NUH, KTPH, and KKH under several surgical specialties, including Orthopedics. He also has training in Radiology and Family Medicine. He obtained a Membership of the Royal College of Surgeons from Edinburgh and also completed his Graduate Diploma in Family Medicine from NUS. Dr. Chan has also been the anchor doctor for primary care clinics for a few years and has experience in minor surgical procedures. Dr. Darren Chan has also developed an interest in research and has written several journal articles including a book chapter on the use of Coenzyme Q10 in physical performance. He still continues to develop himself professionally by attending regular medical education seminars.

Dr. Kelvin Tan

MBBS (Singapore), MRCS (Edinburg), M.Med (Orthopedics), FRCS (Edinburg) (Orthopedics)

Dr. Kelvin Guoping Tan is a consultant orthopedic surgeon at Singapore Sports and Orthopaedic Clinic and joined our Group in August 2024. After completing his postgraduate specialist training in orthopedic surgery, he became a Fellow of the Royal College of Surgeons of Edinburgh in 2015 and is also registered with the Singapore Specialist Accreditation Board. Dr. Kelvin Tan is highly proficient in robotic-assisted primary and revision hip and knee joint replacement surgeries, complex hip reconstruction, including impaction bone grafting for failed hip replacements/hip dysplasia, Direct Anterior Approach (DAA) to hip replacement, and trauma surgeries including peri-prosthetic fracture fixation and sports surgeries. He is an avid proponent of the use of cutting-edge technology such as robotics and computer navigation to perform hip and knee replacement, including unicompartmental (partial) knee replacement.

Dr. Kelvin Tan was the previous head of Adult Reconstruction/Joint Replacement unit and a senior consultant at Tan Tock Seng Hospital in Singapore and he has been practicing medicine for more than 15 years. Dr. Kelvin Tan is a key opinion leader in Singapore and regionally in the field of robotic-assisted joint replacements as well as enhanced recovery after surgery (ERAS), sitting on various national committees prior to private practice. He has extensive experience in robotic joint replacements having performed more than 500 Mako Robotic-assisted joint replacements (MAKOplasty). He is also a certified Mako Robotic trainer in partial knee, total knee as well total hip replacement. Dr. Kelvin Tan is an Adjunct Assistant Professor at National University of Singapore (NUS) and was a core clinical faculty member and clinical competencies committee member of Singapore’s NHG’s orthopedic residency programme. He is an examiner for NUS and Lee Kong Chian School of Medicine undergraduates as well as an Orthopaedic Master of Medicine. He has published extensively in international peer-reviewed medical journals and presented widely locally and in international conferences. He is currently the chairman of the Singapore Arthroplasty Society, representing Singapore at various international conferences. He is also the Young Surgeon Nominate for Singapore at the Asia Pacific Orthopaedic Association.

COMPETITION

The orthopedic treatment market in Singapore is highly fragmented, with low barriers to entry and low consolidation. We generally face competition from both medical practitioners and non-medical practitioners. The medical practitioners are doctors and surgeons in specialties such as orthopedics, neurosurgeons, neurologists, and rheumatologists who offer similar medical procedures to treat pain or alternative medical treatments. There are certain other corporate groups in Singapore offering orthopedic treatments, including listed companies, as well as small and medium enterprises. Such listed companies include Asian Healthcare Specialists, Singapore Paincare, and Alliance Healthcare Group, as well as private groups such as Island Orthopedics, Beacon Orthopaedics, The Bone and Joint Centre, HC Orthopaedic Surgery and International Orthopaedic Clinic, some of which based on public information have been offering similar private orthopedic and physiotherapy services for twenty or more years in the Singapore market. The non-medical practitioners who provide comparable pain management treatments include traditional Chinese medicine physicians, physiotherapists, and chiropractors, who provide alternative services to our pain care services designed to alleviate pain conditions suffered by patients.

OUR PATIENTS AND CLIENTS

Customer Base

Our customers primarily include (i) first time or recurring individual patients and (ii) corporate employers, a substantial portion of which are construction, marine and oil & gas companies. Our revenue for the periods indicated below categorized according to inpatient treatment (which involves ward admission), outpatient treatment (which do not require hospitalization), corporate patients (being patients referred to us by our corporate customers) and individual patients (who are our direct customers and are not referred to us by corporate customers) is as follows:

During the six months ended December 31, 2023, we had approximately 481 patients referred by our corporate clients and 2,474 individual patients and the revenues generated from our ten largest customers represented approximately 4.0% of our revenues for the same period, while such ten largest customers include six corporate clients who refer their employees to us for treatment. For the year ended June 30, 2023, we had approximately 700 patients referred by our corporate clients and 5,400 individual patients and the revenues generated from our ten largest customers represented approximately 4% of our revenues for the same period, while such ten largest customers include five corporate clients who refer their employees to us for treatment. For the year ended June 30, 2022, we had approximately 870 patients referred by our corporate clients and 5,000 individual patient customers and the revenues generated from our ten largest customers represented approximately 4% of our revenues for the same period, while such ten largest customers include six corporate clients who refer their employees to us for treatment. Therefore, we believe that we face low customer concentration risks.

Sales and Marketing

Our marketing and business development activities are spearheaded by our management and senior medical practitioner leaders who plan and formulate our overall objectives and business strategies within the ambits of the applicable guidelines issued by the MOH and the relevant laws and regulations in Singapore. We have a dedicated corporate marketing team comprising of a marketing supervisor and several marketing staff who implement and monitor our marketing and business development initiatives.

We market our services and develop our business through the following methods:

We continually obtain market updates and keep abreast of the latest relevant technology in the healthcare industry, and we formulate growth strategies to increase our profile in the industry. This also enables us to devise growth strategies locally and overseas.

Quality Control and Training

We place a great emphasis on delivering quality personalized care for our patients. Our clinical decisions are made based on patients’ interests and contemporary evidence-based medicine. Our clinic operations team conducts regular training sessions for our medical professionals and support staff, regular surveillance and performance audits and provides professional support to ensure our medical professionals and support staff are in compliance with our operating procedures and business rules. As a condition of their employment, medical professionals are required to provide background information, certificates and evidence that they have complied with the applicable regulatory requirements and have a valid professional indemnity insurance policy.

We believe that service quality is vital to any industry and even more so in the medical and healthcare sectors. We comply with all MOH and SMC guidelines with regards to quality standards. We continually seek feedback from our patients via direct dialogue. The results are relayed to our medical professionals and management. Such feedback is taken seriously and is designed to contribute positively to the overall experience of the patient.

We recognize that the industry that we operate in is competitive, and it is vital to provide quality services and maintain high standards in our operations. We believe that staff training is important for our Group, capability and morale of our staff is of high importance, and that continual staff training and development is crucial to supporting the strategic vision of our Group and the future growth of our business and operations.

In order to ensure that our employees are competent in their roles and responsibilities, staff training plays an important role in our operations, and comprises largely on-the-job training and in-house training.

OUR SUPPLIERS

Our patients typically obtain their required drugs and medication from our clinics. The drugs and medications that we prescribed include painkillers, antibiotics, and nerve repair medication. Generally such drugs are widely available, and we do not anticipate any substantive difficulties in procuring such drugs and medications. We have also not experienced significant fluctuations in the prices of such drugs and medications. We obtain such supplies primarily from wholesalers based in Singapore, with which we do not usually have long term contracts as we anticipate being able to have access to alternative suppliers at comparable prices. Other suppliers include laboratory tests service providers, and radiology service providers. During the six months ended December 31, 2023, we had approximately 76 suppliers and expenses incurred in relation to our five largest suppliers represented approximately 20.0% of our total expenses for the same period. For the year ended June 30, 2023, we had approximately 100 suppliers and expenses incurred in relation to our five largest suppliers represented approximately 27% of our total expenses for the same period. For the year ended June 30, 2022, we had approximately 100 suppliers and expenses incurred in relation to our five largest suppliers represented approximately 21% of our total expenses for the same period.

SEASONALITY

Due to the nature of our medical services, we have not observed any significant seasonal trends affecting our business operations and financial performance and results. We believe that there is no apparent seasonality affecting the business of providing orthopedics and other related services.

RESEARCH AND DEVELOPMENT

We do not undertake substantive research and development operations, which we believe is in line with the scale of our operation and market practice. Our medical practitioners are required by applicable Singapore regulations to undertake periodic continual professional development courses.

INTELLECTUAL PROPERTY

Our primary intellectual property rights comprise website domain names (including “www.orthopaedicclinic.com.sg”, “www.orthopaedics.com.sg”, and “www.baselmedical.com”) and our registered trademark. Given the scale of our operations, which currently only cover Singapore, we currently have registered only one trademark which was registered in Singapore in 2012, and which is due to expire in 2032 but is available for further renewal. We may create and register other trademarks in the future as our business grows. We intend to protect our intellectual properties vigorously, but there can be no assurance that our efforts will be successful. Even if our efforts are successful, we may incur significant costs in defending our rights. From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. See “Risk Factors—The failure to safeguard our intellectual property rights or any infringement of third-party rights could have detrimental effects on our business.”

EMPLOYEES

We had 31 full-time employees as of August 31, 2024. The following table sets forth the number of our full-time employees categorized by function as of August 31, 2024:

PROPERTIES

Our corporate headquarters are located at 6 Napier Road, Unit #02-10/11, Gleneagles Medical Centre, Singapore 258499, which are leased premises. We also lease our clinics at 6 Napier Road, Units #02-10/11 and #03-07, Gleneagles Medical Centre, Singapore, a consulting and treatment room at 290 Orchard Road, #18-01, Paragon Medical Tower, Singapore, and warehouse space at 2 Tuas South Avenue 2, Singapore. We believe our properties are sufficient for our current needs and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any such expansion of our operations.

In particular, our clinic at 6 Napier Road, Unit #03-07 with a floor area of approximately 1,011 square feet is leased from Dr. Kevin Yip for a period of three years expiring in June 2027, with a monthly rental fee of S$27,000 for the first year, S$29,000 for the second year and S$31,000 for the third year. Our clinic at 6 Napier Road, Unit #02-10/11 is leased for a three year period expiring in August 2027 from an unrelated party with a floor area of approximately 1,044 square feet and the monthly rental fee was S$28,500 from August 2023 to August 2024 and S$30,780, S$33,000 and S$35,000 for the first, second and third year respectively from August 2024 to August 2027.

LICENSES, PERMITS AND APPROVALS

As of the date of this prospectus, we have obtained all requisite licenses, permits and approvals from relevant authorities that are material to its operations. Such licenses and permits include practicing certificates issued by the Singapore Medical Council for our medical practitioners, radiation worker licenses, and practicing certificates for our physiotherapists issued by the Singapore Allied Health Professions Council. The table below sets forth the relevant details of the material licenses and permits we hold for our operation in Singapore. Generally, we will submit a renewal application a reasonable period of time prior to their expiration. The Company does not currently anticipate any material impediments in the renewal of such licenses and permits.

INSURANCE AND SOCIAL SECURITY MATTERS

Our insurance and pension policies are in compliance with applicable laws and regulations in Singapore. We are required under Singapore law to make monthly contributions to the Central Provident Fund (CPF) accounts of our employees. We have obtained work injury compensation insurance and foreign worker medical policies in accordance with applicable requirements in Singapore. Further, all of our medical practitioners take up personal professional medical and specialist indemnity insurance (where applicable). We believe that our coverage is in line with industry norms in Singapore and is adequate and sufficient for our current operations.

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 in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of resources, including our management’s time and attention.

REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business activities in Singapore.

Regulations on Medical Industry

Medical Registration Act 1977 of Singapore (the “Medical Registration Act”): The Medical Registration Act provides for, among others, the establishment of the Singapore Medical Council and the registration of medical practitioners in Singapore. Some of the important functions of the Singapore Medical Council are to keep and maintain registers of registered medical practitioners, approve or reject applications for registration under the Medical Registration Act, to issue registration certificates to registered medical practitioners, make recommendations to the appropriate authorities for the training and education of registered medical practitioners and to determine and regulate their conduct and ethics. Subject to certain exemptions as provided for under the Medical Registration Act, no person shall practice as a medical practitioner unless he registered under the Medical Registration Act and has a valid practicing certificate. All medical practitioners of the Group are so registered and hold a valid practicing certificate.

Allied Health Professions Act 2011 of Singapore (the “Allied Health Professions Act”): The Allied Health Professions Act provides for, inter alia, the establishment of the Allied Health Professions Council and registration of prescribed allied health professionals (including physiotherapists) for the protection of the health and safety of the public and for purposes connected therewith. The Allied Health Professions Council was established to, inter alia, issue practicing certificates to registered allied health professionals, accredit programs for the training and assessment of persons seeking to become registered allied health professionals, determine and regulate the standards of practice, competence, conduct and ethics of registered allied health professionals and maintain the register of allied health professionals in Singapore. Subject to certain exceptions, no person can advertise or hold himself out as an allied health professional from a prescribed allied health profession unless he is registered under the Allied Health Professions Act and has a valid practicing certificate.

SMC Ethical Code and Ethical Guidelines 2016 (the “ECEG 2016”): The ECEG 2016 sets out the fundamental tenets of conduct and behavior expected of medical professionals practicing in Singapore. Under the SMC’s Ethical Code, a medical professional is generally expected, among others, to: (a) be dedicated to providing competent, compassionate and appropriate medical care to patients; (b) provide access to and treat patients without prejudice of race, religion, creed, social standing, disability or financial status; (c) maintain the highest standards of moral integrity and intellectual honesty; (d) keep confidential all medical information about patients; and (e) keep abreast of medical knowledge relevant to practice and ensure that clinical and technical skills are maintained. The SMC’s Ethical Guidelines elaborate on the application of the SMC’s Ethical Code and are intended as a guide to all medical practitioners as to what the SMC regards as the minimum standards required of all medical practitioners in the discharge of their professional duties and responsibilities in practice in Singapore. Some of the relevant guidelines provided include: (i) medical professionals who have any financial or professional relationship with organizations offering medical services have responsibility for the organization’s standard of information output about themselves and must therefore acquaint themselves with the nature and content of the organization’s information output as well as their press and media output; (ii) medical professionals may provide information about their qualifications, areas of practice, practice arrangements and contact details. Such information, where permitted, shall be factual, accurate, verifiable and shall not be an extravagant claim, misleading, sensational, persuasive, laudatory, comparative or disparaging; (iii) a medical practitioner participating in legitimate managed health or insurance schemes must not allow financial constraints or pressures inherent in such schemes to influence the objectivity of their clinical judgment in managing patients such that the required standard of care is not provided; (iv) a medical practitioner may pay to a third party administrator company fees that reflect their (or in our case, our) actual work in handling or processing the patients, and such fees must not be based primarily on the services provided or the fees collected by the medical professional; (v) the fees paid to third party administrator companies must not be so high as to constitute “fee splitting” or “fee sharing” or render the medical professional unable to provide the required standard of care; and (vi) if fees paid to third party administrator companies are passed on to patients, the medical practitioner must disclose to the patients.

Healthcare Services Act 2020 of Singapore (the “HSA”): The clinics will be subject to the HSA, which was recently implemented in Singapore (in three phases, with the final phase having been implemented on 18 December 2023) and repeals the Private Hospitals and Medical Clinics Act 1980 of Singapore (the “PHMC Act”), which previously governed the regulation of private hospitals, medical clinics, clinical laboratories and healthcare establishments in Singapore. The regulatory scope is broadened under the HSA to include healthcare services, allied health and nursing services, traditional medicine and complementary and alternative medicine. The new licensing regime for healthcare providers under the HSA is based on the type of services they provide, rather than based on physical premises as prescribed under the PHMC Act, in order to accommodate modes of service delivery that are not premise-based. Services such as beauty and wellness services, which do not provide direct patient care or the assessment, diagnosis, prevention, alleviation or treatment of a medical condition or disorder, do not fall within the scope of regulation of the HSA. While allied health and nursing services, traditional medicine and complementary and alternative medicine are within the scope of the HSA, these services do not require licensing under the HSA at the moment. Professionals such as physiotherapists and traditional Chinese medicine practitioners will continue to be regulated through existing legislation to ensure patient safety. The provision of a healthcare service that is licensable without a validly issued license under the HSA constitutes an offence for which a fine not exceeding S$100,000 or imprisonment for a term not exceeding two (2) years or to both may be imposed upon conviction. Existing licenses and approvals granted under the PHMC Act will continue to remain in force for the remainder of their validity period to the extent that it is not inconsistent with the HSA.

Key features of the newly implemented HSA include (a) the addition of the requirement for the governing body of a healthcare service to possess the competence and skills to carry out its role. In the case of, among others, board of directors that comprise different individuals, this can be met collectively by different members of the board of directors; (b) enhanced roles for the principal officer who would take on the role of ensuring overall compliance in the day-to-day operations of the healthcare institution, and an additional requirement of the appointment of a clinical governance officer for selected services, who will be responsible for clinical and technical oversight of more complex services that require specialized expertise and who will be required to meet stipulated qualifications depending on the service in question; (c) with regard to committees for clinical quality and medical ethics, requiring licensees to appoint (i) a Quality Assurance Committee to oversee quality assurance processes in the relevant licensed service; (ii) a Service Review Committees for selected services or programs that are deemed higher-risk, more complex or of greater public interest; and (iii) Service Ethics Committees for selected licensees to ensure that patients are treated in an ethical manner before certain complex and high-risk medical treatments can be conducted; (d) empowering MOH, or an appointed operator, to ‘step-in’ and assist in the operations of failing healthcare services where necessary in order to protect patients against abrupt discontinuation of residential care services; (e) imposing restrictions on licensees employing staff to work in healthcare services that cater to frail or vulnerable patient groups such as long-term residential care, mobile medical and the Institute of Medical Health to ensure the safety and well-being of vulnerable patients; (f) restricting the provision of licensable healthcare services together with other un-related or unlicensed services at a premise or a conveyance; and (g) tightening publicity controls to allow only authorized persons such as licensees and their appointed agents to advertise healthcare service claims. Additionally, licensees are required to put in place safeguards to ensure that patients’ health records are kept confidential. A person who contravenes such obligation shall be guilty of an offence and liable on conviction to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding 12 months or to both.

Regulations on Radiation Protection

Radiation Protection Act 2007 of Singapore (the “Radiation Protection Act”): Our clinics are subject to the Radiation Protection Act which regulates, inter alia, the use and possession of radioactive materials and irradiating apparatus. The Radiation Protection Act provides that no person shall, except under and in accordance with a license, have in his possession or under his control or use or otherwise deal in any radioactive material or irradiating apparatus. The licenses are issued by the Radiation Protection & Nuclear Science Department under the Radiation Protection Act and its subsidiary legislation, the Radiation Protection (Ionising Radiation) Regulations which regulates, inter alia, the control of radiation exposure, medical and radiological supervision, labelling of irradiating apparatus and radioactive materials, storage of radioactive materials and the use of irradiating apparatus for medical and dental diagnostic purposes. The Group is in compliance with all such licensing requirements.

Regulations on Dividend Distributions

The governing legislation for the distribution of dividends in Singapore is the Companies Act 1967 of Singapore (“Singapore Companies Act”). Under the Singapore Companies Act, a Singapore company is only allowed to pay dividends out of profits in compliance with Section 403 of the Singapore Companies Act (which prohibits dividends from being paid out of profits applied towards the purchase of the company’s own shares or gains derived by the company from the disposal of treasury shares) and in accordance with the company’s constitution and the generally acceptable accounting principles in Singapore.

Regulations on Data Protection

Personal Data Protection Act 2012 of Singapore (the “PDPA”)

The PDPA generally requires organizations to provide notification 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 they suffer, and to notify the Personal Data Protection Commission of Singapore (“PDPC”) and where applicable, the relevant individuals where the data breach is (or is likely to be) of a significant scale or resulting in (or is likely to result in) significant harm to individuals. Other obligations include accountability, protection, retention, and requirements around the overseas transfers of personal data.

In addition, Do-Not-Call (“DNC”) requirements require organizations to check “Do-Not-Call” registries prior to sending marketing messages addressed to Singapore telephone numbers, through voice calls, fax or text messages, unless clear and unambiguous consent to such marketing was obtained from the individual.

The PDPC may impose sanctions in connection with the improper collection, use and disclosure of personal data and certain failures to comply with the PDPA, including the DNC requirements. Organizations who contravene provisions of the PDPA may be liable for a financial penalty of up to S$1 million or 10% of the organization’s annual local turnover (whichever is higher) and / or imprisonment.

Regulations on Employment

The Employment Act 1968 of Singapore (“Employment Act”) generally extends to all employees, with the exception of certain groups of employees. It provides employees falling within its ambit protections such as minimum notice periods, maximum working hours, a maximum amount of deductions from wages, minimum holidays and rest days, maternity/paternity leave, paid childcare leave, sick leave, etc. The Employment Act also applies to employees who are foreigners so long as they fall within the definition of “employee” under the Employment Act. Aside from minimum benefits in respect of the aforesaid terms of employment in the Employment Act, employees in Singapore are entitled to contributions to the central provident fund by the employer as prescribed under the Central Provident Fund Act of Singapore. The specific contribution rate to be made by employers varies depending on whether the employee is a Singapore citizen or permanent resident in the private or public sector and the age group and wage band of the employee. Generally, for employees who are Singapore citizens in the private sector or non-pensionable employees in the public sector, 55 years old or below and that earn more than S$750 (US$545) a month, the employer’s contribution rate is 17% of the employee’s wages.

In addition, the employment of foreign manpower in Singapore is also governed by the Employment of Foreign Manpower Act 1990 of Singapore (“EFMA”). Employment of foreign workers is governed by the EFMA. Employment of foreign workers is also subject to the payment of levies ranging from S$230.00 to S$330.00 per month on each foreign worker depending on whether the worker is skilled or unskilled. These policies and regulations affect the availability and employment of foreign workers.

The Workplace Safety and Health Act 2006 of Singapore (the “WSHA”) imposes general duties on various persons, including, inter alia, employers, principals, and occupiers of workplaces to ensure the safety and health and welfare of employees in the workplace and the general public. Any person who has been imposed duties by the WSHA and fails to comply with the provisions of the WSHA shall be guilty of an offence. Any person guilty of an offence under the WSHA (but not including the relevant regulations) for which no penalty is expressly provided by the WSHA shall be liable on conviction: (a) in the case of a natural person, to a fine not exceeding S$200,000 or to imprisonment for a term not exceeding two (2) years or to both; and (b) in the case of a body corporate, to a fine not exceeding S$500,000, and, if the contravention in respect of which he was so convicted continues after the conviction, he shall (subject to Section 52 of the WSHA) be guilty of a further offence and shall be liable to a fine: (i) in the case of a natural person, not exceeding S$2,000 for every day or part thereof during which the offence continues after conviction; or (ii) in the case of a body corporate, not exceeding S$5,000 for every day or part thereof during which the offence continues after conviction.

The Work Injury Compensation Act 2019 of Singapore (the “WICA”), regulated by Ministry Of Manpower of Singapore, applies to all employees (with the exception of those set out in the Fourth Schedule of the WICA) who have entered into or work under a contract of service or apprenticeship with an employer, in respect of injury suffered by them arising out of and in the course of their employment and sets out, inter alia, the amount of compensation that they are entitled to and the method(s) of calculating such compensation. The WICA provides that if in any employment, personal injury by accident arising out of and in the course of employment is caused to an employee, his employer shall be liable to pay compensation in accordance with the provisions of the WICA. The amount of compensation shall be computed in accordance with a fixed form.