iOThree (IOTR) CEO details indirect stakes via holding companies

Rhea-AI Filing Summary

iOThree Ltd CEO and director Eng Chye Koh filed an initial ownership report showing indirect stakes in the company through affiliated entities. The filing lists Class A Shares that are convertible into Ordinary Shares on a one-for-one basis.

Through All Wealthy International Limited, of which he is the sole shareholder, Koh has sole voting and dispositive power over 403,435 underlying Ordinary Shares linked to Class A Shares, plus 89,285 Ordinary Shares. Through IO3 Strategic Investments Limited, in which he owns 51%, the filing reports 1,428,240 underlying Ordinary Shares tied to Class A Shares, while he disclaims beneficial ownership beyond his pecuniary interest. The report reflects holdings only and does not list new purchases or sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Koh Eng Chye

Role CEO

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

Holdings After Transaction: Class A Shares — 403,435 shares (Indirect, By ALL WEALTHY INTERNATIONAL LIMITED); Ordinary Shares — 89,285 shares (Indirect, By ALL WEALTHY INTERNATIONAL LIMITED)

Footnotes (1)

1. Eng Chye Koh is the sole shareholder of All Wealthy International Limited, and therefore has sole voting and dispositive power over the securities held by All Wealthy International Limited. 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. Eng Chye Koh owns 51% of iO3 Strategic Investments Limited. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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^*

Koh Eng Chye

(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)

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

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)
Ordinary Shares	89,285	I	By ALL WEALTHY INTERNATIONAL LIMITED(1)

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	(2)	(3)	Ordinary Shares	403,435	(2)	I	By ALL WEALTHY INTERNATIONAL LIMITED(1)
Class A Shares	(2)	(3)	Ordinary Shares	1,428,240	(2)	I	By IO3 STRATEGIC INVESTMENTS LIMITED(4)

Explanation of Responses:

1. Eng Chye Koh is the sole shareholder of All Wealthy International Limited, and therefore has sole voting and dispositive power over the securities held by All Wealthy International Limited.

2. 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.

3. 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.

4. Eng Chye Koh owns 51% of iO3 Strategic Investments Limited. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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/ Eng Chye Koh	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 Koh Eng Chye’s Form 3 filing for iOThree (IOTR) disclose?

The Form 3 discloses Eng Chye Koh’s indirect ownership in iOThree. It reports Class A and Ordinary Shares held through All Wealthy International Limited and IO3 Strategic Investments Limited, without indicating any new purchases or sales, establishing his baseline ownership position as an insider.

How many iOThree (IOTR) shares are linked to All Wealthy International Limited?

All Wealthy International Limited holds 403,435 underlying Ordinary Shares through Class A Shares and 89,285 Ordinary Shares. Eng Chye Koh is its sole shareholder and has sole voting and dispositive power over these securities, according to the disclosure and accompanying footnotes.

What is the size of IO3 Strategic Investments Limited’s stake in iOThree (IOTR)?

The filing reports 1,428,240 underlying Ordinary Shares tied to Class A Shares held by IO3 Strategic Investments Limited. Eng Chye Koh owns 51% of this entity and disclaims beneficial ownership of these securities beyond his pecuniary interest, as stated in the footnote language.

Are iOThree (IOTR) Class A Shares convertible into Ordinary Shares?

Each Class A Share is convertible into one Ordinary Share at any time at the election of the holder or automatically upon certain transfers or events. These conversion terms are described in the company’s Second Amended and Restated Articles of Association, as referenced in the Form 3 footnotes.

Does the iOThree (IOTR) Form 3 show any insider buying or selling activity?

No transaction codes for purchases or sales are shown. The entries are characterized as holdings only, with transaction shares not specified and transaction summaries showing no buy or sell counts, indicating the filing serves to report existing indirect ownership positions rather than recent trading activity.