iOThree (IOTR) CTO lists 1,428,240 Class A shares via IO3 Strategic

Rhea-AI Filing Summary

iOThree Ltd insider Wei Meng See has filed an initial ownership report detailing an indirect derivative position in the company. The filing shows 1,428,240 Class A Shares, each convertible into one Ordinary Share, held indirectly through IO3 Strategic Investments Limited.

See is a director, 10% owner and Chief Technology Officer of iOThree Ltd and owns 10% of IO3 Strategic Investments Limited. He disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in them.

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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^*

Meng See Wei

(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 Technology 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. Wei Meng See owns 10% 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/ Wei Meng See	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 insider holdings did iOThree Ltd (IOTR) disclose in this filing?

The filing reports 1,428,240 Class A Shares of iOThree Ltd held indirectly through IO3 Strategic Investments Limited. Each Class A Share is convertible into one Ordinary Share, representing a significant potential equity interest linked to this derivative position.

Who is the reporting person in this iOThree Ltd (IOTR) Form 3?

The reporting person is Wei Meng See, a director, 10% owner and Chief Technology Officer of iOThree Ltd. He reports an indirect interest in Class A Shares held via IO3 Strategic Investments Limited, reflecting his associated economic exposure to the company.

How are iOThree Ltd (IOTR) Class A Shares treated in this ownership report?

Each Class A Share is stated as convertible into one Ordinary Share of iOThree Ltd at any time at the holder’s election or automatically upon certain transfers. This one-for-one convertibility directly links the derivative holdings to potential Ordinary Share ownership.

What indirect ownership structure is described for iOThree Ltd (IOTR) shares?

The 1,428,240 Class A Shares are held by IO3 Strategic Investments Limited. Wei Meng See owns 10% of this entity and reports the position as indirectly owned, reflecting his economic interest through the investment vehicle rather than direct personal shareholding.

Does Wei Meng See claim full beneficial ownership of the iOThree (IOTR) shares?

No. He expressly disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. The filing clarifies that inclusion of these shares should not be deemed an admission of full beneficial ownership for Section 16 or other purposes.

What triggers conversion of iOThree Ltd (IOTR) Class A Shares?

Class A Shares convert into Ordinary Shares at the holder’s election at any time or automatically upon certain transfers. They may also be mandatorily converted upon events described in iOThree Ltd’s Second Amended and Restated Articles of Association, tying conversion to specified corporate events.