Welcome to our dedicated page for iOThree SEC filings (Ticker: IOTR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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iOThree Limited (IOTR) is conducting a primary best-efforts offering of up to 1,992,032 Units, each consisting of one Ordinary Share (or one Pre-Funded Warrant) and one Common Warrant, at an assumed price of $2.51 per Unit, the September 4, 2026 Nasdaq closing price. The company estimates net proceeds of about $4.4 million, assuming all Units are sold and all Pre-Funded Warrants are exercised, with no exercise of Common Warrants, to fund potential strategic investments and acquisitions, working capital and general corporate purposes. Ordinary Shares outstanding would rise from 3,032,199 to 5,024,231, alongside 1,831,675 Class A Shares, and founder Eng Chye Koh would indirectly hold about 94.9% of aggregate voting power, maintaining controlled-company status. The three-year Common Warrants carry anti-dilution and “Share Combination Event” reset features that can reduce exercise price and increase warrant shares, adding potential dilution and Nasdaq listing risk highlighted in the risk factors.
iOThree Ltd (IOTR) has a new large shareholder disclosure. Lianyi Holding Limited and its director and controlling person Yu Chen jointly report beneficial ownership of 1,034,483 Ordinary Shares of iOThree, representing 34.12% of the company’s Ordinary Shares outstanding as of July 20, 2026.
Lianyi purchased these shares at US$0.87 per share, for an aggregate purchase price of US$900,000, under a Securities Purchase Agreement dated January 10, 2026, funded from Yu Chen’s personal funds with no borrowing. Both Lianyi and Yu Chen report sole voting and sole dispositive power over these shares, and state they have no current plans or agreements regarding corporate actions such as mergers, asset sales, or governance changes.
iOThree Ltd (IOTR) received a Schedule 13G reporting that PT Tumbuh Lestari Abadi and Victor Tanamal Siwu each beneficially own 252,874 Ordinary Shares, par value $0.0625 per share. This represents 8.34% of the outstanding Ordinary Shares, based on 3,032,199 shares outstanding as of July 20, 2026.
Each reporting person reports sole voting and dispositive power over these shares and no shared power. The filing is made jointly pursuant to a joint filing agreement between PT Tumbuh Lestari Abadi and Victor Tanamal Siwu.
iOThree Limited (IOTR) reports the results of an Extraordinary General Meeting of Members held on August 21, 2026 in Singapore. Shareholders of record as of July 20, 2026 were entitled to attend and vote, with one vote per ordinary share and fifty votes per class A share.
As of the record date there were 3,032,199 ordinary shares and 1,831,675 class A shares outstanding, representing 94,615,949 votes. A quorum of 93,892,378 votes (99.23%) was present in person or by proxy. Four shareholder proposals were put to a vote and each was approved with approximately 99.99% of votes cast in favor, with only a minimal number of votes against or abstaining on each item. The report is incorporated by reference into the company’s existing Form S-8 registration statement.
iOThree Ltd (IOTR) received a Schedule 13G reporting that PT Vox Inovasi Nusantara and Odi Pratama Aldilah jointly report beneficial ownership of 252,874 Ordinary Shares, or 8.34% of the Ordinary Shares outstanding. The percentage is based on 3,032,199 Ordinary Shares issued and outstanding as of July 20, 2026.
Each reporting person has sole voting and dispositive power over the 252,874 shares and no shared voting or dispositive power. They certify the shares were not acquired and are not held for the purpose of changing or influencing control of iOThree Ltd, consistent with a passive investment filing under Schedule 13G.
iOThree Ltd (IOTR) received a Schedule 13G reporting that Junwu Hu and YR Sea Group Pte. Ltd. together report beneficial ownership of 264,368 Ordinary Shares of iOThree Limited, par value $0.0625 per share. This represents 8.72% of the Ordinary Shares, calculated based on 3,032,199 shares outstanding as of July 20, 2026. Each reporting person reports sole voting and sole dispositive power over these 264,368 shares, with no shared voting or dispositive power. The two reporting persons entered into a joint filing agreement to file this ownership report together.
iOThree Ltd (IOTR) received a Schedule 13G reporting that Jun Li, together with Himalaya Resource (HK) Limited and PT Buttatoa Smelter Pratama, beneficially owns a significant minority stake in the company. As of July 20, 2026, Jun Li is reported to beneficially own 494,253 Ordinary Shares, representing 16.30% of iOThree’s 3,032,199 Ordinary Shares outstanding.
Himalaya Resource (HK) Limited holds 264,368 shares (about 8.72% of the class) and PT Buttatoa Smelter Pratama holds 229,885 shares (about 7.58%), with Jun Li as sole director of both entities and therefore deemed to beneficially own their holdings. Each Reporting Person has sole voting and sole dispositive power over its respective shares, with no shared voting or dispositive power disclosed.
iOThree Limited is calling an extraordinary general meeting on August 21, 2026 to seek shareholder approval for major changes to its capital structure and corporate governance. Shareholders of record at 5:00 p.m. New York time on July 20, 2026, when 3,032,199 Ordinary Shares and 1,831,675 Class A Shares were outstanding, may vote.
Proposal 1 would increase authorized ordinary shares from 70,000,000 to 1,000,000,000, raising total authorized share capital from US$5,000,000.00 to US$63,125,000.00. Proposal 2, conditional on Proposal 1 and Nasdaq clearance, would implement a fixed 1-for-8 reverse share split into shares of US$0.5 par value, with no fractional shares issued and any fractions rounded as directors determine.
Proposal 3 would authorize an additional share consolidation of the new US$0.5 par value shares at a ratio between 1-for-2 and 1-for-50, to be set by the board within 730 days, again with no fractional shares. Proposal 4 would amend the articles so that ordinary resolutions and written shareholder resolutions can be approved by holders of a majority of voting power, rather than requiring unanimous written consent; each Class A Share carries 50 votes, so Class A holders could approve ordinary resolutions by written consent without participation of ordinary shareholders.
iO3 Limited files its annual Form 20-F, outlining an early-stage maritime connectivity and digitalization business with limited operating history and growing but still concentrated revenue streams. As of March 31, 2026, it had 2,296,566 Ordinary Shares and 1,831,675 high-vote Class A shares outstanding.
The report highlights reliance on a small set of major customers and suppliers, intense competition from larger global players, and significant exposure to satellite performance, research and development execution, and key technical staff. It also details extensive cybersecurity, data privacy, and open-source software risks, plus complex international regulatory, sanctions, tax and foreign-exchange exposures.
Governance and structural risks feature prominently, including potential passive foreign investment company tax treatment for U.S. investors, foreign private issuer and “controlled company” status, and Cayman Islands incorporation, which may limit shareholder remedies compared with U.S. corporations.
iOThree Ltd director Li Yufei filed an initial Form 3, which is a statement of beneficial ownership for new insiders. The filing lists Li Yufei as a director of iOThree Ltd but does not report any insider transactions, focusing instead on establishing insider status with the company.