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 December 2025
Commission File Number 001-42594
IOTHREE LIMITED
(Translation of registrant’s name into English)
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
☐
EXPLANATORY NOTE
iOThree Limited (the
“Company”) is furnishing this Form 6-K to provide the unaudited condensed consolidated financial statements for the six months
ended September 30, 2025 and 2024 and incorporate such financial statements into the Company’s registration statement referenced
below.
This Form 6-K, including
the Exhibit 99.1, 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and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently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.
FORWARD-LOOKING INFORMATION
This Report on Form 6-K
contains forward-looking statements and information relating to us that are based on the current beliefs, expectations, assumptions, estimates
and projections of our management regarding our company and industry. When used in this report, the words “may”, “will”,
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”
and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements
reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions,
including among many others: our goals and strategies, our future business development, financial
condition and results of operations, expected changes in our revenue, costs or expenditure, our expectations regarding demand for and
market acceptance of our products and services, competition in our industry, government policies and regulations relating to our industry,
and other risks and uncertainties which are generally set forth under the heading, Item 3.D. “Risk Factors” and elsewhere
in our Annual Report on Form 20-F filed on June 30, 2025, as amended by Amendment No. 1 filed on August 6, 2025 (the “Annual Report”).
Should any of these risks or uncertainties materialize, or should the underlying assumptions about our business and the markets in which
we operate prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in this report.
All forward-looking statements
included herein attributable to us or other parties or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake
no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect
the occurrence of unanticipated events.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| Exhibit 99.1 |
|
Unaudited
Condensed Consolidated Financial Statements of iOThree Limited for the Six Months Ended September 30, 2025 and 2024 |
| Exhibit 99.2 |
|
Operating and Financial Review and Prospects in Connection with the Unaudited Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2025 and 2024 |
| Exhibit 99.3 |
|
Press Release dated December 12, 2025 |
| 101.INS |
|
Inline XBRL Instance Document. |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document. |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document. |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101). |
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: December 12, 2025 |
IOTHREE LIMITED |
| |
|
|
| |
By: |
/s/ Eng Chye Koh |
| |
|
Eng Chye Koh |
| |
|
Chief Executive Officer and Chairman |
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