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Phaos Technology Holdings (Cayman) Limited has called a virtual extraordinary general meeting on August 18, 2026 to vote on major share-structure changes. Shareholders will consider: a Share Capital Increase raising authorized capital from US$100,000 to US$10,000,000,000 (including 95,000,000,000,000 Class A and 5,000,000,000,000 Class B ordinary shares, each par value US$0.0001); authority for one or more Share Consolidations (reverse stock splits) of both share classes at cumulative ratios up to 50:1 over two years; adoption of amended and restated memorandum and articles to reflect the capital increase, add Class B–to–Class A conversion rights and an exclusive-jurisdiction clause; issuance of 2,900,000 pre-consolidation Class B shares to CEO Hong Loon Gan as IPO-related compensation; a general authorization to complete related filings and administrative steps; and an adjournment power if support is insufficient.
As of the July 8, 2026 record date, there were 16,446,750 Class A and 15,125,251 Class B shares outstanding, with Class A carrying one vote and Class B carrying 20 votes per share. The board links the potential Share Consolidations to NYSE American rules that allow delisting when a stock trades at a low price and states that higher per‑share prices could help support continued listing, while cautioning that reverse splits may reduce liquidity, may be viewed negatively by some market participants, and may not ensure ongoing compliance.
Phaos Technology Holdings (Cayman) Limited is registering a primary offering of Class A ordinary shares together with five-year warrants, plus the warrant shares issuable upon exercise. The units are based on an assumed combined public offering price of US$0.2167 per Class A share and warrant, equal to the July 17, 2026 NYSE American closing price.
The company is a Cayman holding entity with operations conducted through a wholly owned Singapore subsidiary that assembles and commercializes advanced microscopy solutions, including super‑resolution imagers down to 137nm and AI-enabled inspection software. As of this prospectus, 16,446,750 Class A and 15,125,251 Class B shares are outstanding; Class B carries 20 votes per share and is not convertible.
Revenue fell sharply from S$1,882,803 in fiscal 2024 to S$167,707 in fiscal 2025, with a net loss of S$5,137,064 and accumulated deficit of S$12,167,130. Management reduced headcount from 25 to 10 in June 2025, lowering monthly operating expenses below S$200,000. For the six months ended October 31, 2025, revenue rose 38.8% to S$87,617 and net loss narrowed 25.4% to S$1,505,248. The company highlights going concern risks, heavy customer concentration, extreme share price volatility, and a high-risk investment profile.
Phaos Technology Holdings (Cayman) Limited files an F-1 registration prospectus to offer Class A ordinary shares and detachable warrants paired at an assumed combined public offering price of $2.57 per Class A Ordinary Share and Warrant. The Company’s Class A Ordinary Shares trade on NYSE American under the symbol POAS. The prospectus discloses authorized capital of 950,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares, and shows 16,446,750 Class A Ordinary Shares and 15,125,251 Class B Ordinary Shares issued and outstanding as of the prospectus date. The offering contemplates warrants exercisable for one Class A Ordinary Share each, exercisable immediately and expiring five years from issuance. The prospectus presents the Company’s business, risk factors and use-of-proceeds framework, and includes audited financials showing year ended April 30, 2025 revenue of S$167,707 ($128,464) and a net loss of S$5,137,064 ($3,934,994).
Phaos Technology Holdings (Cayman) Limited reports unaudited results for the six months ended October 31, 2025, showing a small revenue base with improving margins but ongoing losses and liquidity pressure.
Revenue rose to S$87,617 (US$67,334), up 38.8% year over year, driven mainly by higher microscope and parts sales, which contributed 92.5% of revenue. Gross margin improved to 41.8% from 12.7%, reflecting a better product mix and more efficient production.
Net loss narrowed to S$1.51 million (US$1.16 million) from S$2.02 million, helped by lower employee costs, elimination of R&D spending and a S$102,283 reversal of credit-loss allowance on a loan. However, the company still had a shareholders’ deficit of S$3.47 million and relied heavily on interest-free loans from a major shareholder totaling S$3.76 million.
Cash and cash equivalents were only S$54,989 (US$42,259), with negative operating cash flow of S$1.29 million over the period. Management concludes these conditions raise substantial doubt about the company’s ability to continue as a going concern and highlights the need for successful capital raising and continued shareholder support.
Subsequent to period-end, the company completed a firm-commitment IPO of 2,700,000 Class A ordinary shares at US$4.00 per share (plus 900,090 secondary shares and a 405,000-share over-allotment) and adopted a 2026 equity incentive plan covering up to 2,741,350 Class A ordinary shares.
Phaos Technology Holdings (Cayman) Limited has changed its independent auditor, dismissing Kreit & Chiu CPA LLP and appointing AssentSure PAC effective March 31, 2026. Kreit & Chiu’s reports for the years ended April 30, 2025, 2024, and 2023 contained no adverse opinions, but the 2025 report included an explanatory paragraph about the company’s ability to continue as a going concern. The company states there were no disagreements or reportable events with Kreit & Chiu and notes it had not previously consulted AssentSure on accounting or auditing matters before the engagement.
Phaos Technology Holdings (Cayman) Limited adopted its 2026 Equity Incentive Plan to motivate, attract and retain directors, consultants and key employees by tying their compensation to shareholder interests. The plan reserves up to 2,741,350 Class A ordinary shares, each with a par value of $0.0001, for potential future awards.
Phaos Technology Holdings reported significant leadership changes. On December 31, 2025, chief executive officer and board director Andrew Yeo Eng Sian resigned from both roles for personal reasons, with the company stating there was no disagreement regarding its operations, policies, or practices. The company intends to maintain an advisory relationship with him under terms to be set in a future advisory agreement.
To address the vacancy, the board appointed Gan Hong Loon as interim chief executive officer, effective the same day. Also on December 31, 2025, executive director and chief operating officer Tay Beng Boon resigned as an executive officer and director, also for personal reasons and without disagreement with the company or board. He has been named managing director of the company’s Singapore subsidiary, Phaos Technology Pte. Ltd.
Phaos Technology Holdings (Cayman) Limited reported that the underwriters of its initial public offering fully exercised their over-allotment option. On November 24, 2025, Network 1 Financial Securities Inc. purchased an additional 405,000 Class A ordinary shares at the IPO public offering price of $4.00 per share, before underwriting discounts. These option shares represent 15% of the Class A ordinary shares sold by the company in its IPO, which closed on November 14, 2025. The company also announced the closing of this over-allotment option in a press release furnished as an exhibit.