iOThree Limited (NASDAQ: IOTR) files Form 6-K with H1 2025 interim data

Rhea-AI Filing Summary

iOThree Limited has furnished a Form 6-K to provide its unaudited condensed consolidated financial statements for the six months ended September 30, 2025 and 2024. These interim financial statements, along with an accompanying operating and financial review and a related press release, are included as exhibits to the report. The company is also incorporating these financial statements by reference into its existing Form S-8 registration statement, making them part of the disclosure package for its equity compensation plans. The filing reiterates the company’s standard forward-looking statement warnings, highlighting that actual results may differ materially from current expectations due to various risks and uncertainties described in its latest Annual Report on Form 20-F.

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(File No. 333-289327) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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.

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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.

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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).

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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: December 12, 2025	IOTHREE LIMITED
	By:	/s/ Eng Chye Koh
		Eng Chye Koh
		Chief Executive Officer and Chairman

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FAQ

What does iOThree Limited (IOTR) report in this Form 6-K?

iOThree Limited furnishes a Form 6-K containing unaudited condensed consolidated financial statements for the six months ended September 30, 2025 and 2024, together with related analysis and a press release.

How is this Form 6-K used in connection with iOThree Limited’s Form S-8?

The report states that Form 6-K, including Exhibit 99.1, is incorporated by reference into the company’s Form S-8 registration statement, making these interim financial statements part of the disclosure for that registration.

Which financial periods are covered in iOThree Limited’s furnished financial statements?

The unaudited condensed consolidated financial statements cover the six months ended September 30, 2025 and 2024, providing mid-year financial information for each of those periods.

What additional materials accompany the financial statements in iOThree Limited’s Form 6-K?

The exhibit index lists an operating and financial review and prospects related to the interim financial statements, a press release dated December 12, 2025, and various Inline XBRL data files.

Does iOThree Limited include forward-looking statements in this Form 6-K?

Yes. The report contains a forward-looking information section explaining that statements about goals, strategies, future development, financial condition, and market conditions are forward-looking and subject to risks and uncertainties described in its Annual Report on Form 20-F.

Where can investors find the key risk factors referenced by iOThree Limited?

The company points investors to Item 3.D. “Risk Factors” and other sections of its Annual Report on Form 20-F filed on June 30, 2025, as amended by Amendment No. 1 filed on August 6, 2025.