iOThree Ltd (IOTR) CCO discloses 1.43M indirect Class A share stake on Form 3

Rhea-AI Filing Summary

iOThree Ltd executive Joanna Hui Cheng Soh filed an initial Form 3 showing indirect ownership of Class A Shares through IO3 Strategic Investments Limited. The filing reports 1,428,240 underlying Ordinary Shares linked to these Class A Shares, which are convertible on a one-for-one basis under the company’s governing documents.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Soh Joanna Hui Cheng

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
holding	Class A Shares	--	--	--

Holdings After Transaction: Class A Shares — 1,428,240 shares (Indirect, By IO3 STRATEGIC INVESTMENTS LIMITED)

Footnotes (1)

1. Each Class A Share is convertible into one Ordinary Share of the Issuer at any time, at the election of the holder or automatically upon certain transfers, whether or not for value. A holder's Class A Shares convert automatically upon certain transfers and may be subject to mandatory conversion into Ordinary Shares upon the occurrence of certain events described in the Issuer's Second Amended and Restated Articles of Association. Joanna Hui Cheng Soh owns 10% of iO3 Strategic Investments Limited. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Soh Joanna Hui Cheng

(Last) (First) (Middle)

C/O IOTHREE LIMITED

161 KALLANG WAY, #07-01 AND #07-08

(Street)

SINGAPORE 349247

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
iOThree Ltd [ IOTR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Shares	(1)	(2)	Ordinary Shares	1,428,240	(1)	I	By IO3 STRATEGIC INVESTMENTS LIMITED(3)

Explanation of Responses:

1. Each Class A Share is convertible into one Ordinary Share of the Issuer at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.

2. A holder's Class A Shares convert automatically upon certain transfers and may be subject to mandatory conversion into Ordinary Shares upon the occurrence of certain events described in the Issuer's Second Amended and Restated Articles of Association.

3. Joanna Hui Cheng Soh owns 10% of iO3 Strategic Investments Limited. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Joanna Hui Cheng Soh	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the iOThree Ltd (IOTR) Form 3 filed by Joanna Hui Cheng Soh report?

The Form 3 reports Joanna Hui Cheng Soh’s initial indirect ownership in iOThree Ltd. It shows exposure to 1,428,240 underlying Ordinary Shares via Class A Shares held by IO3 Strategic Investments Limited, establishing her status as a significant shareholder and officer.

How many iOThree Ltd (IOTR) shares are reported in this Form 3?

The Form 3 reports 1,428,240 underlying Ordinary Shares associated with Class A Shares. These are held indirectly through IO3 Strategic Investments Limited, rather than directly by Joanna Hui Cheng Soh, and form the basis of her disclosed beneficial ownership position.

How are the Class A Shares of iOThree Ltd (IOTR) treated in this Form 3?

Each Class A Share is convertible into one Ordinary Share of iOThree Ltd. Conversion can occur at the holder’s election or automatically upon specified transfers or events described in the company’s Second Amended and Restated Articles of Association.

Does Joanna Hui Cheng Soh directly own the reported iOThree Ltd (IOTR) shares?

The shares are held indirectly through IO3 Strategic Investments Limited. The filing notes she owns 10% of this entity and expressly disclaims beneficial ownership of all reported securities except to the extent of her pecuniary interest in that holding company.

What role does Joanna Hui Cheng Soh hold at iOThree Ltd (IOTR)?

She is the Chief Commercial Officer of iOThree Ltd and is also identified as a ten percent owner. The Form 3 combines her executive role with disclosure of her indirect equity exposure through IO3 Strategic Investments Limited’s holdings of Class A Shares.

Is there any buy or sell transaction disclosed in this iOThree Ltd (IOTR) Form 3?

No specific buy or sell transaction is disclosed. The Form 3 functions as an initial statement of beneficial ownership, listing an existing indirect position in Class A Shares rather than reporting new market purchases or sales of iOThree Ltd securities.