iOThree (IOTR) shareholders log 99% turnout, back all votes

Rhea-AI Filing Summary

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.

Key Figures

Ordinary shares outstanding: 3,032,199 shares Class A shares outstanding: 1,831,675 shares Total votes outstanding: 94,615,949 votes +3 more

6 metrics

Ordinary shares outstanding 3,032,199 shares Issued and outstanding as of the July 20, 2026 record date

Class A shares outstanding 1,831,675 shares Issued and outstanding as of the July 20, 2026 record date

Total votes outstanding 94,615,949 votes Voting power represented by ordinary and class A shares as of the record date

Votes present at meeting 93,892,378 votes Votes present in person or by proxy, representing 99.23% of total votes

Quorum percentage 99.23% Percentage of total votes outstanding present at the Extraordinary General Meeting

Example proposal support 93,885,177 votes for; 5,024 against; 2,177 abstentions Vote breakdown on one of the four proposals, showing about 99.99% support

Key Terms

Extraordinary General Meeting, class A shares, quorum, Form S-8, +1 more

5 terms

Extraordinary General Meeting regulatory

"an Extraordinary General Meeting of Members (the “Meeting”) of iOThree Limited"

class A shares financial

"each fully paid class A share is entitled to fifty (50) votes"

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

quorum regulatory

"A total of 93,892,378 votes (99.23%), constituting a quorum, were present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Form S-8 regulatory

"incorporated by reference into the registration statement of the Company on Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

ordinary shares financial

"Each fully paid ordinary share is entitled to one vote"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

What was the purpose of iOThree Limited (IOTR)’s August 2026 Extraordinary General Meeting?

The Extraordinary General Meeting of iOThree Limited on August 21, 2026 was held for shareholders to vote on four proposals. The proposals were described in the company’s notice and proxy statement dated August 7, 2026, and all resolutions were adopted by the shareholders.

How many votes were outstanding for iOThree Limited (IOTR) at the record date?

As of the record date of July 20, 2026, iOThree Limited had 3,032,199 ordinary shares and 1,831,675 class A shares outstanding, representing a total of 94,615,949 votes entitled to be cast at the Extraordinary General Meeting.

What quorum was achieved at iOThree Limited (IOTR)’s Extraordinary General Meeting?

At the Extraordinary General Meeting, 93,892,378 votes were present in person or by valid proxies, representing 99.23% of the 94,615,949 votes outstanding as of the record date. This level of participation constituted a quorum for conducting business.

How did shareholders of iOThree Limited (IOTR) vote on the proposals?

Each of the four proposals received strong support. One proposal, for example, recorded 93,885,177 votes for, 5,024 votes against, and 2,177 abstentions. Other proposals had similar results, with approximately 99.99% of votes cast in favor and only minimal opposition or abstentions.

What voting rights do iOThree Limited (IOTR) ordinary and class A shares carry?

Each fully paid ordinary share of iOThree Limited carries one vote, while each fully paid class A share carries fifty (50) votes on each matter properly brought before a shareholder meeting, such as the Extraordinary General Meeting described here.

How is this meeting report used in iOThree Limited (IOTR)’s securities registration?

The report of the Extraordinary General Meeting is incorporated by reference into iOThree Limited’s Form S-8 registration statement (File No. 333-289327). It becomes part of that registration statement from the date it is furnished, until later documents supersede its disclosures.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/24/2026 - 04:31 PM Accepted by SEC EDGAR 08/24/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number 001-42594

IOTHREE LIMITED

(Translation of registrant’s name into English)

161 Kallang Way, #07-08

Mapletree Hi-Tech @ Kallang Way, Singapore 349247

 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒           Form 40-F ☐

On August 21, 2026, an Extraordinary General Meeting of Members (the “Meeting”) of iOThree Limited (the “Company”) was held at 10:30 a.m. local time (August 20, 2026, at 10:30 p.m. Eastern Time) at 161 Kallang Way, #07-08, Mapletree Hi-Tech @ Kallang Way, Singapore 349247, pursuant to notice duly given.

Shareholders of record of our shares, as of 5:00 p.m., New York time on July 20, 2026 (the “Record Date”) are entitled to notice and to attend and vote at the Meeting and any adjournment or postponement thereof. Each fully paid ordinary share is entitled to one vote, and each fully paid class A share is entitled to fifty (50) votes, on each matter properly brought before the Meeting. As of the Record Date, there were 3,032,199 ordinary shares and 1,831,675 class A shares issued and outstanding, representing a total of 94,615,949 votes. A total of 93,892,378 votes (99.23%), constituting a quorum, were present in person or by valid proxies at the Meeting.

The shareholders voted on four proposals at the Meeting. The proposals were described in detail in the Company’s notice and proxy statement dated August 7, 2026, the relevant portions of which are incorporated herein by reference. At the Meeting, the shareholders adopted the following resolutions:

(1) The authorized share capital of the Company in respect of its ordinary shares be and is hereby increased from 70,000,000 ordinary shares of a par value of US$0.0625 each to 1,000,000,000 ordinary shares of a par value of US$0.0625 each by the creation of an additional 930,000,000 ordinary shares of a par value of US$0.0625 each, each such additional ordinary share to rank pari passu in all respects with the existing ordinary shares of the Company, such that the authorized share capital of the Company be increased from US$5,000,000.00 divided into 80,000,000 shares of a par value of US$0.0625 each, comprising (i) 70,000,000 ordinary shares of a par value of US$0.0625 each, (ii) 9,000,000 class A shares of a par value of US$0.0625 each and (iii) 1,000,000 preferred shares of a par value of US$0.0625 each, to US$63,125,000.00 divided into 1,010,000,000 shares of a par value of US$0.0625 each, comprising (i) 1,000,000,000 ordinary shares of a par value of US$0.0625 each, (ii) 9,000,000 class A shares of a par value of US$0.0625 each and (iii) 1,000,000 preferred shares of a par value of US$0.0625 each.

The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions
93,884,071 (99.99%)		5,631 (0.00%)		2,676

(2) Subject to Proposal 1 having been passed, and conditional upon, and to be effected immediately upon, the Company obtaining clearance or authorization from The Nasdaq Stock Market LLC (“Nasdaq”) in respect thereof, every eight (8) shares of a par value of US$0.0625 each in the share capital of the Company (whether issued or unissued) as at the time this resolution becomes effective be consolidated into one (1) share of a par value of US$0.5 each (the “Share Reverse Split”). As a consequence of the Share Reverse Split, the authorized share capital of the Company will be changed from US$63,125,000.00 divided into 1,010,000,000 shares of a par value of US$0.0625 each, comprising (i) 1,000,000,000 ordinary shares of a par value of US$0.0625 each, (ii) 9,000,000 class A shares of a par value of US$0.0625 each and (iii) 1,000,000 preferred shares of a par value of US$0.0625 each, to US$63,125,000.00 divided into 126,250,000 shares of a par value of US$0.5 each, comprising (i) 125,000,000 ordinary shares of a par value of US$0.5 each, (ii) 1,125,000 class A shares of a par value of US$0.5 each and (iii) 125,000 preferred shares of a par value of US$0.5 each. No fractional shares shall be issued upon the Share Reverse Split, and in respect of any and all fractional entitlements arising from the Share Reverse Split, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Reverse Split, including by rounding up any fractional entitlement to the nearest whole share.

The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions
93,885,177 (99.99%)		5,024 (0.00%)		2,177

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(3) Subject to Proposal 2 having been passed, a share consolidation of the Company’s issued and unissued ordinary shares, class A shares and preferred shares of a par value of US$0.5 each be approved at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-fifty (50) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company (the “Board”) in its sole discretion within seven hundred thirty (730) calendar days after the date of passing of these resolutions (the “Share Consolidation”), provided that the approval for the Share Consolidation shall lapse if the Board fails to determine a ratio for the Share Consolidation within such 730-day period, in which case the Share Consolidation shall not proceed and shall be abandoned. In respect of any and all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.

The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions
93,884,682 (99.99%)		5,020 (0.00%)		2,676

(4) The current memorandum and articles of association of the Company (the “Current Articles”) be and are hereby amended such that:

(a) the definition of “Ordinary Resolution” in article 1 of the Current Articles be replaced in its entirety by the following:

“Ordinary Resolution” means a resolution:

	1.	passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles (in computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by these Articles); or
	2.	approved in writing by the Shareholders holding a majority of the votes attaching to the issued shares of the Company entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;”; and

(b) article 86 of the Current Articles be replaced in its entirety by the following:

“86. A resolution in writing signed by the Shareholders holding a majority of the votes attaching to the issued shares of the Company being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.”,

and that any one Director of the Company or the registered office provider of the Company be authorized severally to do all such acts and things and execute all such documents and take all such steps on behalf of the Company as such person considers necessary, desirable or expedient to give effect to the foregoing amendments, including the filing of this special resolution with the Registrar of Companies in the Cayman Islands.

The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions
93,884,071 (99.99%)		5,628 (0.00%)		2,679

This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form S-8 (File No. 333-289327) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 24, 2026	IOTHREE LIMITED
	By:	/s/ Eng Chye Koh
		Eng Chye Koh
		Chief Executive Officer and Chairman

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