PHAOS TECHNOLOGY HOLDINGS (CAYMAN) Ltd (POAS) SEC Filings

Phaos Technology Holdings (Cayman) Ltd (POAS) reports that shareholders approved all six proposals at an extraordinary general meeting held on August 31, 2026, with quorum representing approximately 67.49% of total voting power. Key actions include a very large authorized share capital increase and a 15-for-1 consolidation of all Class A and Class B ordinary shares.

Following approval, authorized capital rises from US$100,000 divided into 950,000,000 Class A and 50,000,000 Class B shares to US$10,000,000,000 divided into 95,000,000,000,000 Class A and 5,000,000,000,000 Class B shares, and then is restated post-consolidation at higher par value with proportionally reduced share counts. Shareholders also adopted a third amended and restated memorandum and articles, approved the allotment and issuance of 2,900,000 pre-consolidation Class B shares to director and executive Hong Loon Gan, and granted general authorization for directors and officers to implement these changes.

Phaos Technology Holdings (Cayman) Limited (POAS) reports on the year ended April 30, 2026 as an early-stage holding company for microscopy equipment operations conducted mainly through its Singapore subsidiary PTPL. The company remains loss-making, with net losses and negative cash flow and its auditors preparing statements on a going-concern basis while management discloses substantial doubt about its ability to continue as a going concern.

Revenue was S$132,077, down from S$167,707 in 2025, and customer concentration is high: the top five customers contributed 81% of revenue in 2026 and the largest customer 38%. Revenue is also geographically concentrated in Asia, primarily Singapore. A loan to PT Neura Integrasi Solusi for biomedical scanning software development has been fully written off by April 30, 2026.

The company had 16,446,750 Class A and 15,125,251 Class B Ordinary Shares outstanding as of April 30, 2026, with a dual class structure giving Class B 20 votes per share and representing 49.94% of total voting rights for the major shareholder. POAS is listed on NYSE American, qualifies as an emerging growth company and foreign private issuer, reports significant share price volatility, material weaknesses in internal controls over financial reporting, and outlines extensive risk factors related to financing, customer and geographic concentration, governance, and potential PFIC status.

Phaos Technology Holdings (Cayman) Limited is convening a virtual extraordinary general meeting on August 31, 2026 to seek shareholder approval for multiple capital and governance changes. Shareholders will vote on a Share Capital Increase that raises authorized capital from US$100,000 (950,000,000 Class A and 50,000,000 Class B shares at US$0.0001) to US$10,000,000,000 (95,000,000,000,000 Class A and 5,000,000,000,000 Class B shares at US$0.0001), significantly expanding capacity for future issuances.

A 15‑for‑1 Share Consolidation (reverse split) of both Class A and Class B shares is proposed, intended to support compliance with NYSE American price requirements. After consolidation, authorized capital would be 6,333,333,333,333 Class A and 333,333,333,334 Class B shares at US$0.0015 par, with no fractional shares issued and fractions rounded up. As of the July 8, 2026 record date, there were 16,446,750 Class A and 15,125,251 Class B shares outstanding, with one vote per Class A and twenty votes per Class B share.

Shareholders are also asked to adopt a third amended and restated memorandum and articles introducing Class B conversion rights, an exclusive jurisdiction clause for certain Cayman law/internal affairs claims, and a lower approval threshold for written ordinary resolutions (majority of voting rights rather than unanimity). Another proposal would issue and allot 2,900,000 pre‑consolidation Class B shares to CEO and director Hong Loon Gan as IPO‑related compensation, increasing his voting power via 20‑vote‑per‑share stock. Additional items cover administrative authorizations and a possible adjournment power if more time is needed to gather votes.

Phaos Technology Holdings (Cayman) Limited has postponed its extraordinary general meeting of shareholders, originally scheduled for August 18, 2026, and rescheduled it to August 31, 2026 at 9:30 p.m. Singapore Time (9:30 a.m. Eastern Time). The meeting will be held virtually at https://edge.media-server.com/mmc/p/4cfk4utm.

The board decided to postpone the meeting to allow time to revise the wording of certain proposals and to give shareholders adequate time to review the revised language. The meeting had not been convened and no business was conducted. The record date remains July 8, 2026, so only shareholders of record as of that date may vote.

The company will send revised meeting materials, including an updated form of proxy, and will furnish them to the SEC and post them on its investor relations website. The revised materials and new proxy supersede the original proxy materials; any votes submitted using the original proxy will not be counted.

Phaos Technology Holdings (Cayman) Limited is pursuing a primary equity offering of Class A ordinary shares together with warrants, with an assumed combined price of US$0.2167 per share-and-warrant unit, equal to the NYSE American closing price on July 17, 2026. Each warrant will be immediately exercisable for one Class A share and will expire after five years; the warrants will not be listed.

The holding company is incorporated in the Cayman Islands and operates through a wholly owned Singapore subsidiary focused on advanced microscopy systems using microsphere-assisted super‑resolution technology, plus in‑house AI-based inspection software. As of the prospectus date, there were 16,446,750 Class A and 15,125,251 Class B shares outstanding; Class B shares carry 20 votes each and are not convertible, creating a dual-class structure that concentrates voting power.

Financially, revenue fell from S$1.88 million in the year ended April 30, 2024 to S$167,707 in 2025, and the company reported a net loss of S$5.14 million and an accumulated deficit of S$12.17 million, leading to substantial doubt about its ability to continue as a going concern. Management cut headcount from 25 to 10 employees and reduced 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%.

The company plans to use net proceeds primarily for supply chain expansion, marketing and promotion, and working capital while it executes a strategy to shift from distributor-led sales to more direct customer relationships across Singapore, Malaysia, and broader Asia. The prospectus highlights significant share price volatility, heavy historical customer concentration, and extensive business, industry, and governance risks, including those tied to its emerging growth company and foreign private issuer status.

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.