Simpple offers 4,000,000 shares at $1.25

SIMPPLE LTD. entered into an underwriting agreement for an underwritten public offering of 4,000,000 ordinary shares at $1.25 per share.

Rhea-AI Filing Summary

SIMPPLE LTD. entered into an underwriting agreement for an underwritten public offering of 4,000,000 ordinary shares at $1.25 per share.

The company also granted the underwriter warrants for up to 300,000 ordinary shares at 125% of the offering price, exercisable for five years after closing. The share sale uses an effective Form F-3 shelf registration, while the underwriter’s warrants and the shares issuable upon exercise rely on a Section 4(a)(2) exemption. The company intends to use net proceeds for working capital and general corporate and administrative purposes.

Insights

Equity capital markets analyst

Simpple launches a registered equity raise with additional underwriter warrants.

SIMPPLE LTD. is conducting an underwritten public offering of 4,000,000 ordinary shares at $1.25 per share under an effective Form F-3 shelf. This provides access to new capital through a firm-commitment style structure with a named underwriter.

The company is issuing underwriter warrants for up to 300,000 shares at 125% of the offering price, exercisable for five years after the closing date. These warrants, and the shares issuable on exercise, are offered under a Section 4(a)(2) exemption, adding potential future equity issuance on top of the base offering.

Net proceeds are earmarked for working capital and general corporate and administrative purposes. Actual balance sheet effects will depend on the final closing of the offering and any later exercise of the underwriter warrants, as described in the March 31, 2026 prospectus supplement.

Key Figures

Shares offered: 4,000,000 ordinary shares Offering price: $1.25 per share Underwriter warrants: 300,000 ordinary shares +3 more

6 metrics

Shares offered 4,000,000 ordinary shares Underwritten public offering at $1.25 per share

Offering price $1.25 per share Price for ordinary shares in the offering

Underwriter warrants 300,000 ordinary shares Maximum shares underlying underwriter’s warrant

Warrant exercise price 125% of $1.25 per share Exercise price for underwriter’s warrant relative to offering price

Shelf registration form Form F-3 (File No. 333-291085) Effective shelf used for the offering

Warrant exemption Section 4(a)(2) of the Securities Act Exemption for underwriter’s warrant and issuable shares

Key Terms

underwriting agreement, underwritten public offering, shelf registration statement on Form F-3, Section 4(a)(2) of the Securities Act, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

underwritten public offering financial

"in connection with an underwritten public offering (the “Offering”) of 4,000,000 ordinary shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement on Form F-3 regulatory

"The Offering was made pursuant to an effective shelf registration statement on Form F-3"

Section 4(a)(2) of the Securities Act regulatory

"offered in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

prospectus supplement financial

"and a related base prospectus and prospectus supplement dated March 31, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did SIMPPLE LTD. (SPPL) announce in this Form 6-K?

SIMPPLE LTD. announced an underwritten public offering of 4,000,000 ordinary shares at $1.25 per share. The transaction is structured under an effective Form F-3 shelf registration, using a prospectus supplement dated March 31, 2026 filed with the SEC.

What are the terms of the underwriter warrants in SIMPPLE LTD. (SPPL)'s deal?

The underwriter received warrants for up to 300,000 ordinary shares at a price equal to 125% of the $1.25 offering price. These warrants are exercisable on and after issuance and remain exercisable for five years after the closing date of the offering.

How will SIMPPLE LTD. (SPPL) use the net proceeds from the share offering?

SIMPPLE LTD. intends to use the net proceeds from the 4,000,000-share offering primarily for working capital. The company also plans to apply funds toward general corporate and administrative purposes, giving it additional flexibility to support ongoing operations and growth needs.

Under what regulatory framework is SIMPPLE LTD. (SPPL)'s offering being conducted?

The 4,000,000-share underwritten offering is made under an effective shelf registration statement on Form F-3, File No. 333-291085. A related base prospectus and a prospectus supplement dated March 31, 2026 govern the terms disclosed to investors in this transaction.

How are SIMPPLE LTD. (SPPL)'s underwriter warrants and related shares treated under U.S. securities law?

The sale and issuance of the underwriter’s warrant and the ordinary shares issuable upon its exercise are offered in reliance on Section 4(a)(2) of the Securities Act. This exemption allows a private placement structure alongside the registered public share offering.

Who is the underwriter for SIMPPLE LTD. (SPPL)'s March 2026 equity offering?

Network 1 Financial Securities, Inc. acts as representative of the several underwriters for SIMPPLE LTD.’s offering. The underwriting agreement includes customary representations, warranties, closing conditions, indemnification provisions, and termination rights benefiting both the company and the underwriters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 09:11 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2026

Commission File Number: 001-41798

SIMPPLE LTD.

(Registrant’s Name)

71 Ayer Rajah Crescent

#03-07

Singapore 139951

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Entry into a Material Definitive Agreement

On March 31, 2026, SIMPPLE LTD. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Network 1 Financial Securities, Inc., as representative of the several underwriters named therein (the “Underwriter”), in connection with an underwritten public offering (the “Offering”) of 4,000,000 ordinary shares of the Company, par value $0.0008 per share (the “Ordinary Shares”), at $1.25 per share. The Company has also granted the Underwriter warrants up to a total of 300,000 Ordinary Shares at a price equal to 125% of the price of ordinary shares offered in the Offering (the “Underwriter’s Warrant”). The Underwriter’s Warrant may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering or the prospectus contained therein is not available for the issuance of the Ordinary Shares to the Underwriter. The Underwriter’s Warrant may be assigned to any member participating in the Offering and the officers or partners thereof, is exercisable after the date of issuance, and will be exercisable until such warrants expire five years after the closing date.

The Offering was made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-291085) filed with the Securities and Exchange Commission (“Commission”) on October 27, 2026 under the Securities Act of 1933, as amended (the “Securities Act”) and became effective on November 16, 2025 pursuant to Section 8(a) of the Securities Act and a related base prospectus and prospectus supplement dated March 31, 2026 to be filed with the Commission on March 31, 2026 (the “Prospectus Supplement”). The sale and issuance of Underwriter’s Warrant and Ordinary Shares issuable upon the exercise of the Underwriter’s Warrant are offered in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The Underwriting Agreement contains representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The description of the Underwriting Agreement and Underwriter’s Warrant do not purport to be complete summaries of and are subject to and qualified in their entirety by reference to the Underwriting Agreement and the form of the Underwriters’ Warrant, copies of which are filed as Exhibit 1.1 and Exhibit 4.1 hereto and are incorporated herein by reference.

The Company intends to use the net proceeds it receives from the Offering working capital for general corporate and administrative purposes.

A copy of the legal opinion issued by the Company’s legal counsel relating to certain legal matters in connection with the offering and the validity of the securities offered by the Prospectus Supplement is filed as Exhibit 5.1 to this report.

This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-291085).

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 31, 2026, by and among the Company and Network 1 Financial Securities, Inc., as representative of the several underwriters named therein.
4.1		Form of Underwriter’s Warrant.
5.1		Opinion of Harney Westwood & Riegels Singapore LLP, Cayman Counsel.
23.1		Consent of Harney Westwood & Riegels Singapore LLP, Cayman Counsel (included in Exhibit 5.1).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SIMPPLE LTD.
Date: March 31, 2026	By:	/s/ Kelvin Lee
	Name:	Kelvin Lee
	Title:	Executive Chairman and Director

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 224.2 KB
• EX-4.1 EX-4.1 86.1 KB
• EX-5.1 EX-5.1 87.7 KB
• EX-5 GRAPHIC 11.1 KB