UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42305

Springview Holdings Ltd 

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

203 Henderson Road

#06-01

Henderson Industrial Park

Singapore 159546

(Address of principal executive offices)

Zhuo Wang

+65 6271 2282

203 Henderson Road

#06-01

Henderson Industrial Park

Singapore 159546 

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,652,224 Class A ordinary shares, par value $0.0008 per share, and 10,000,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

Table of Contents

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

You can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements include, but are not limited to, statements about:

You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information-3.D. Risk Factors.” Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable for annual reports on Form 20-F.

Item 2. Offer Statistics and Expected Timetable

Not applicable for annual reports on Form 20-F.

Item 3. Key Information

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable for annual reports on Form 20-F.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable for annual reports on Form 20-F.

3.D. Risk Factors

You should carefully consider the following risk factors, together with all of the other information included in this Annual Report. Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this Annual Report before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment. 

Summary of Risk Factors

Risks Related to Our Business and Industry:

Risks Related to Our Securities:

Risks Related to Our Business and Industry

Our profits vary from project to project and are highly dependent on the negotiated terms under each of the agreements. Our future performance may not necessarily be as good as what our past performance has shown.

Our business is project-based, and profitability varies from project to project. The customers usually engage us on an as-needed basis for each project. Our project agreements are tailored based on the needs of our customers and the complexity of the project. Therefore, the key terms of each project agreements, such as the scope of services, fees, the method, and timing of payment are different. Moreover, numerous factors, from the budget of the customers to the general market conditions, are unpredictable and beyond our control. There is no guarantee that the profitability in the past projects can be replicated in the future.

In addition, our pricing strategy may change, depending on whether we decide to adopt more competitive price to attract more customers. If more of our projects are secured with a lower gross profit margin ratio, the historical analysis on our past gross profit margin ratio may not be helpful in predicting our future performance.

Our profits would decrease significantly in the event of a significant decrease in projects.

Since our contracts are typically secured through invited tenders from our customers, we rely on our major customers or past customers to invite us for future tenders. However, there is no guarantee that these customers will continue to invite us for tenders or award them to us at contract values and terms comparable to those we have received in the past. Consequently, if we are not invited to tender or cannot secure new projects with our major and past customers, or if we fail to secure replacement customers or new projects on favorable terms, our business, financial performance, financial position, and liquidity will be materially and adversely affected.

We are exposed to the risks of default or payment delays in collecting our accounts receivables.

Our major customers are private entities, which exposes us to higher risks of payment delays compared to government contracts. We submit monthly progress claims for work completed, subject to customer approval. If a customer fails to make timely payments for our progress claims, there can be a significant delay between the costs incurred for the work we’ve performed and the receipt of payment from our customers. Furthermore, disputes may arise between us and our customers regarding progress claims, potentially resulting in delayed payments or payments that are less than the claimed amount. In such cases, our cash flow and working capital may be significantly and adversely affected.

Recovering any part of the contracted value according to the contract terms is usually a time-consuming process that requires financial and other resources to resolve disputes. Moreover, there is no guarantee that the outcomes will favor us or that disputes will be resolved promptly. Failure to collect adequate payments in a timely manner or effectively manage overdue debts will have a material and adverse impact on our business, liquidity, financial performance, and financial position.

We are dependent on the construction industry in Singapore.

We rely on new building developments and A&A, which means Addition and Alteration work, encompassing minor changes to the building structure that do not increase the total gross floor area of the properties by more than 50%, projects for revenue, covering interior fitting-out, construction, and building projects in Singapore. Our success depends on factors beyond our control, including economic conditions, regulations, political stability, social trends, property markets, government initiatives, and unforeseen events like natural disasters and epidemics.

Singapore’s cyclical construction industry can directly affect us, leading to delays and revenue loss. Our project-based contracts make continuous customer acquisition uncertain. A downturn or reduced project availability may hinder our ability to secure new projects, impacting our business, financial performance, and prospects.

Geopolitical developments, including the announcement on April 2, 2025 by U.S. President Donald J. Trump on sweeping tariffs on a wide range of imports may have an adverse effect on the global economy. Although we do not currently export goods or services to the United States, such tariffs may contribute to broader economic uncertainty, disrupt regional trade flows, and increase costs in our supply chain. Any resulting slowdown in global economic activity or increased barriers to trade could materially and adversely affect our business and results of operations.

Our operations rely heavily on the maintenance of our current licenses.

We are regulated in Singapore by the Commissioner of Building Control (“CBC”) and the Building and Construction Authority of Singapore (“BCA”) for compliance with the Building Control Act 1989 of Singapore (“Building Control Act”), as well as various other regulatory bodies. These regulatory bodies stipulate the criteria that must be satisfied before licenses are granted to, and/or renewed and/or maintained for, our business. The maintenance and renewal of our license is subject to compliance with the relevant regulations.

Our current license granted under the Builders Licensing Scheme granted by the CBC will expire on July 8, 2027 and as the requirements laid down by BCA may change from time to time, there is no assurance that we will be able to meet the changing requirements and maintain and/or renew our registrations and licenses. In the event that we fail to maintain or renew our existing builder license, we will be unable to continue providing substantially all of its services given that our company is a building and construction company. In turn, our business, financial performance and prospects will be adversely affected. For details, please refer to the section entitled “Regulatory Environment”.

We rely on foreign workers and are vulnerable to potential negative impacts resulting from changes in foreign labor policies.

As of the date of this annual report, approximately 86% of our workforce is made up of foreign employees. While we have taken steps to ensure compliance with laws relating to the hiring of foreign workers, there can be no assurance that we will not inadvertently be subject to additional fines or punishments. The supply of foreign labor in Singapore is strictly regulated and subject to a number of policies and regulations, including but not limited to the Employment of Foreign Manpower Act 1990 of Singapore. For details, please refer to the section entitled “Regulatory Environment”.

We cannot guarantee that neither we nor our directors will avoid penalties for past violations or unintentionally breach employment laws and regulations in the future. Moreover, any additional suspension from applying for new work passes for foreign workers could disrupt our operations and have adverse effects on our financial performance.

The estimated project cost could be inaccurate. If we experience any cost overruns for projects, our profits and financial performance would be adversely affected.

Since the pricing of our projects is based on the estimated time and costs before we enter into contracts with our customers, there is no assurance that the actual time and costs of a project will not exceed such estimates. In the event that our estimates prove inaccurate or if there is any unforeseen factor leading to any substantial increase in such time and costs, we may be subject to cost overruns and liquidated damages or compensation claimed by customers. This will result in a lower profit margin and the financial performance may be materially and adversely affected.

Our continued success is dependent on our key management personnel and our experienced and skilled personnel, and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements.

Our success and growth have largely been attributed to the efforts and experiences of our core management personnel. In particular, our executive director, Ms. Siew Yian Lee, has a long history of working with our customers and understands the customers’ needs and market trends. As competition for such management talents is fierce and new hires may not necessarily fit in well with the current management team, any loss of key management personnel will be detrimental to our business and prospects.

In addition, although we are dependent on certain key personnel, we do not have any key man life insurance policies on any such individual. Therefore, if any of our key management personnel dies or become disabled, we will not receive any compensation to assist with such individual’s absence. The loss of such person could materially and adversely affect our business, financial condition, results of operations and growth prospects.

Our reputation and profitability may be adversely affected if there are flaws or defects in our products or services or delays in the completion of our projects.

While we meticulously select material suppliers and prioritize careful design and construction for our customers, it may be impossible to anticipate every issue in our projects. Risks such as delays and defects may still arise.

Defects in our work can result from poor execution and quality control by our employees. This may lead to rework and additional costs to enhance work quality, or customers may file claims against us for subpar work. Both can have negative impacts on our reputation and profitability.

Various factors, including labor availability, material supply, supply chain delays, accidents, and unforeseen events beyond our control, such as “acts of God,” can significantly affect our project completion times. If these issues arise and we fail to take prompt remedial actions, they may have adverse effects on our operations and financial performance. Furthermore, we may face liability for fit-out defects, incurring substantial extra costs.

Since our establishment, we have cultivated a strong reputation and customer loyalty. Consequently, even minor flaws in our building projects or unforeseen circumstances that result in negative publicity could harm our reputation and erode customer confidence. In such a scenario, our business, profitability, and financial performance may suffer.

We rely on our suppliers and subcontractors to fulfill our customer contractual obligations.

Our reliance on suppliers extends to the provision of essential materials such as sand, cement, solid wood, plywood, and other materials commonly used in homebuilding. Since there are no long-term contracts in place with our suppliers, there is no guarantee that we will continue to receive materials and services at acceptable prices for future projects.

For subcontractors, we place orders on a back-to-back basis. When their services are needed, we allocate the work to them and convey relevant information from the agreements we have with our customers.

Despite implementing a rigorous supplier selection process, conducting a comprehensive assessment of our subcontractors, and maintaining a quality management system to ensure high-quality materials and services, we cannot assure consistent adherence to our quality standards or continued reliable supply and service. If a major supplier or subcontractor fails to meet our requirements, and we are unable to promptly secure comparable or superior alternatives, it could significantly impact our business, financial performance, and position.

We are subject to risks associated with the quality of our work.

The quality of our work is assessed by our customers, and poor work quality may result from the inadequate execution and quality control of our employees or subcontractors. This could lead to the necessity for reworks and additional costs to enhance the quality of our work, or we may face claims from customers for subpar results. The costs incurred for reworks in a specific financial year or period will impact the financial performance and cash flows for that particular period, regardless of the overall profitability of the project. If we fail to achieve a satisfactory level of work quality, our reputation could be materially and adversely affected, increasing the likelihood of elevated costs, liquidated damages, and consequently, adversely affecting our business, reputation, prospects, and financial performance.

We are and may continue to be exposed to litigation, claims or other disputes.

We may, from time to time, encounter disputes arising from contracts with customers, suppliers, subcontractors, or other third parties. Claims brought by customers against us may involve defective work, damaged work, as we are obligated to protect our completed or partially completed work on-site, property damages, or other contractual breaches, which may result in us incurring liquidated damages under the terms of our contracts with our customers. Claims may also arise from disputes with suppliers and subcontractors on matters relating to payment and/or contractual performance. Such claims could lead to time-consuming and costly litigations, arbitrations, administrative proceedings, or other legal procedures. Expenses incurred in legal proceedings or arising from claims brought by or against us will materially and adversely affect our business, financial position, financial performance, and prospects.

Moreover, legal proceedings resulting in unfavorable judgments or findings may harm our reputation, cause financial losses, and damage our prospects of being awarded future contracts, thereby materially and adversely affecting our operations, financial position, financial performance, and prospects.

The nature of our work also involves certain risks as employees work at the work sites with equipment and tools, or work from height. Our employees who suffer an injury arising out of and in the course of their employment can choose to either submit a claim under the Work Injury Compensation Act 2019 of Singapore (“WICA”) for compensation through the Ministry of Manpower of Singapore (“MOM”) without needing to prove negligence or breach of statutory duty by the employer or commence legal proceedings to claim damages under common law against the employer for breach of duty or negligence. Pursuant to the WICA, an injured employee is entitled to claim medical leave wages, medical expenses, and lump sum compensation for permanent incapacity or death, subject to certain stipulated limits. Damages under a common law claim are usually higher than an award under the WICA and may include compensation for pain and suffering, loss of wages, medical expenses, and any future loss of earnings.

In particular, Springview Singapore has been involved in one civil litigation proceeding in connection with workplace injuries at its work sites and was previously subject to criminal proceedings under the Workplace Safety and Health Act and the Building Control Act, which resulted in a conviction, sentencing, and the imposition of a monetary fine, with no appeal filed. In the event that the litigation costs, time involved, and/or claim amounts are substantial, our financial performance will be materially and adversely affected.

Increased competition in the design and construction business in Singapore may affect our ability to maintain our market share and growth.

We operate in the competitive interior design and construction industry, where our competitors may have greater financial resources, a larger customer base, and more extensive marketing capabilities.

The potential entry of new competitors or market consolidation could further intensify competition. Our ongoing success relies on our ability to compete effectively with existing competitors and adapt to changing market conditions and demands. If we fail to compete successfully or adapt to these changes, it may adversely impact our business and financial performance.

While we maintain positive relationships with our suppliers and customers and offer a wide range of services to meet their needs, there is no guarantee that our existing agreements will be renewed or that our customers will continue working with us. If our suppliers or customers choose to collaborate with our competitors, or if our skilled employees opt to join competitors, our competitive position may weaken, potentially resulting in adverse effects on our business, financial condition, results of operations, and prospects.

We may be affected by an outbreak of other infectious diseases.

An outbreak of infectious diseases such as severe acute respiratory syndrome and avian influenza or new forms of infectious diseases in the future may potentially affect our operations as well as the operations of our customers and suppliers. In the event that any of the employees in any of our offices or worksites or those of our customers and suppliers is affected by any infectious disease, we or our customers and suppliers may be required to temporarily shut down our or their offices or worksites to prevent the spread of the diseases. This may have an adverse impact on our revenue and financial performance.

Our insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions.

We have purchased relevant insurance with appropriate coverage limits for our business and believe that our insurance coverage is in line with the industry standard. However, we may receive claims from time to time in respect of various matters from customers, suppliers, workers and other parties in relation to our projects. There is no guarantee that the outcome of such claims will be favorable to us. Furthermore, regardless of the strength of our defense and outcome of the case, we may incur time and costs defending such claims. In such event, the current insurance may not sufficiently protect it against all liabilities arising from such potential claims. Even if the insurance is sufficient, such claims may damage its reputation. In addition, there is no guarantee that its insurance premiums, which are generally dependent on various factors, such as the scope and value of the project and insurance claim record, will not increase in the future. If we were held liable for uninsured losses, or the amounts of claims for insured losses exceed the limits of its insurance coverage, or the insurance premiums increase significantly, our business and financial condition may be materially and adversely affected.

We may be harmed by negative publicity.

We operate in a highly competitive industry and there are other companies in the market that offer similar products for interior design and building contractors services which we offer. We derive most of our customers through word of mouth and we rely on the positive feedback of our customers. Thus, customer satisfaction with our safety equipment products is critical to the success of our business as this will also result in potential referrals to new customers from our existing customers. If we fail to meet our customers’ expectations, there may be negative feedback regarding our products and/or services, which may have an adverse impact on our business and reputation. In the event we are unable to maintain a high level of customer satisfaction, or any customer dissatisfaction is inadequately addressed, our business, financial condition, results of operations and prospects may also be adversely affected.

Our reputation may also be adversely affected by negative publicity in reports, publications such as major newspapers and forums, or any other negative publicity or rumors. There is no assurance that our Group will not experience negative publicity in the future or that such negative publicity will not have a material and adverse effect on our reputation or prospects. This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations.

We may not be able to successfully implement our business strategies and future plans.

While we have planned our expansion plan based upon a forward-looking assessment of market prospects of the interior design and building contractor industry, there is no assurance that such expansion plans will be commercially successful or that the actual outcome of those expansion plans will match our expectations. Expansion plans may be affected by a number of factors beyond its control. Such factors include, but are not limited to, changes in economic conditions in Singapore, changes in supply and demand for our services and government regulations in relation to the interior design and building contractor industry.

Further, the implementation of our business strategies and future plans may require substantial capital expenditure and additional financial resources and commitments. There is no assurance that these business strategies and future plans will achieve the expected results or outcome such as an increase in revenue that will be commensurate with our investment costs or the ability to generate any costs savings, increased operational efficiency and/or productivity improvements to our operations. There is also no assurance that we will be able to obtain financing on terms that are favorable, if at all. If the results or outcome of our future plans do not meet our expectations, if we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment costs and our business, financial condition, results of operations and prospects may be adversely affected.

We have identified several material weaknesses in our internal control over financial reporting. If we do not adequately remediate the material weakness, or if we experience additional material weakness in the future or otherwise fail to maintain effective internal controls, we may not be able to accurately or timely report our financial condition or results of operations, or comply with the accounting and reporting requirements applicable to public companies, which may adversely affect investor confidence in us and the market price of our Class A Ordinary Shares.

During the audit of our consolidated financial statements for the fiscal years ended December 31, 2023, 2024 and 2025, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. These material weaknesses identified are (i) our lack of sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP, and (ii) our lack of IT general controls regarding to the Logical Access Security, Change Management, IT Operations of financial system and Cybersecurity.

We are currently in the process of implementing several measures to address the material weaknesses identified, including (i) hiring additional qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to establish a financial and system control framework; (ii) expanding the capabilities of existing accounting and financial personnel by implementing regular and continuous U.S. GAAP training programs; (iii) preparing comprehensive accounting policies, manuals and closing procedures to improve the quality and accuracy of our period-end financial closing process; and (iv) hire experienced IT staff with qualifications of the CRISC (“Certified in Risk and Information Systems Control”) to formalize and strengthen the key internal control over Information Technology General Control. We may incur significant costs in the implementation of these measures.

We cannot assure you that these measures will be sufficient to remediate our material weaknesses in time, or at all. Additionally, we cannot assure you that we have identified all material weaknesses or that we will not have additional ones in the future. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting, as required under Section 404 of the Sarbanes-Oxley Act. Our failure to remediate the material weakness or our failure to discover and address any other material weakness could result in inaccuracies in our consolidated financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

We are a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.

We are affected by interest rate increases with respect to our banking facilities.

Generally, we fund our operations via our internal resources and short and long-term financing from banks. Any disruption, uncertainty and volatility in the global credit markets may limit our ability to obtain the required working capital and financing for our business at reasonable terms and finance costs. If all or a substantial portion of our credit facilities are withdrawn and we are unable to secure alternative funding on acceptable commercial terms, our operations and financial position will be adversely affected. The interest rates for most of our credit facilities are subject to review from time to time by the relevant financial institutions. Given that we rely on these credit facilities to finance our operations and that interest expenses represent a significant percentage of our expenses, any increase in the interest rates of the credit facilities extended to us may have a material adverse impact on our profitability.

Springview Singapore has seven loan facilities with an aggregate outstanding amount of approximately S$835,800 and S$576,751 as of December 31, 2024 and 2025, respectively. While there has yet to be an increase in the interest rates of the existing banking facilities taken out by Springview Singapore, if the bank interest rates continue to rise and we are unable to pass this increased cost to our customers, our financial performance may be materially and adversely affected.

We are dependent on a small number of key customers for continued sale of our products and services.

Our revenue is concentrated among a small number of customers. In the financial year ended December 31, 2025, our top ten customers accounted for approximately 99% of our revenue. In the financial year ended December 31, 2024, our top ten customers accounted for approximately 98% of our revenue. In the financial year ended December 31, 2023, our top ten customers accounted for approximately 94% of our revenue. If any of these customers were to reduce or cease their business with our company, it could have a material adverse impact on our company’s financial condition and results of operations. Our company is aware of the risks associated with customer concentration and is taking steps to mitigate these risks. However, investors should be aware of the potential for customer concentration to have a material adverse impact on our company’s business.

We are exposed to the credit risks of some our customers.

A substantial portion of our revenue can be attributed to a small number of customers. We extend credit terms to these customers. These customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations, or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material project cancellations by our customers during the financial years ended December 31, 2023, 2024 and 2025, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all. We may not be able to enforce our contractual rights to receive payment through legal proceedings. In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected.

Our operations are and could continue to be subject to inflationary pressure, and we may not be able to pass on the resulting rise in costs.

Our business is currently subject to inflationary pressure, and this condition could persist in the future. As of the date of this annual report, we have experienced the impacts of inflation on our operations. For instance, we have experienced rising prices for construction materials and increased wages for our labor force due to inflation. Despite successfully passing these increased costs onto customers through higher pricing, our total revenue declined primarily due to a reduction in new projects. In the event of more significant inflationary pressure in the future, we expect our project costs could rise even further and we plan to pass such additional cost to the end customers. However, there is no guarantee that we will be able to efficiently pass on the resulting increase in costs to all of our customers in the future. Under such circumstances, our results of operations could be impacted due to the higher cost and lower margin, if there is any at all.

We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We have entered into a number of transactions with companies owned or operated by related parties, including our shareholders, directors, and executive officers. See “Related Party Transactions”. For example, during the financial years ended December 31, 2023, Springview Contracts Pte. Ltd., a company owned by Mr. Kong Chuan Heng, the spouse of Ms. Siew Yian Lee, and our executive director, Ms. Siew Yian Lee, engaged our company to provide construction services for projects under Springview Contracts Pte. Ltd. No such transactions were conducted with Springview Contracts Pte. Ltd. during the financial years ended December 31, 2024 and 2025, respectively.

We may in the future enter into additional transactions with entities in which members of our board of directors and other related parties hold ownership interests. Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of our company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as default. For prospective transactions with any related parties after listing on Nasdaq, such transactions are subject to our Audit Committee’s review and approval.

Risks Related to Our Securities

If we cannot continue to satisfy the continued listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum share price, minimum market value of publicly held shares, and various additional requirements. We may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

On April 25, 2025, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. The Company was provided an initial 180-day period, through October 22, 2025, to regain compliance. On October 24, 2025, Nasdaq notified the Company that it had determined to delist the Company’s securities due to the Company’s failure to regain compliance within the prescribed period. The Company timely appealed Nasdaq’s determination to the Panel, which stayed the delisting pending the appeal.

In connection with its plan to regain compliance, on November 24, 2025, the Company’s board of directors approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association to effect a 1-for-8 reverse share split of the Company’s Class A Ordinary Shares. The reverse share split became effective for trading on the Nasdaq Capital Market on December 2, 2025. On December 18, 2025, the Company received a written decision from the Panel confirming that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2). The Panel further advised that it would retain jurisdiction over the Company’s listing through April 22, 2026 and imposed a discretionary monitoring period through December 18, 2026. During this monitoring period, if the Company fails to comply with any applicable continued listing requirement, the Company will not be entitled to an automatic grace period or the opportunity to submit a compliance plan, and Nasdaq may issue a delisting determination, subject to the Company’s right to request a further hearing before the Panel.

On September 3, 2025, Nasdaq filed rule proposals with SEC to amend its initial and continuing listing standards. Nasdaq proposed an accelerated process for suspending and delisting companies with a listings deficiency that also have a Market Value of Listed Securities below $5 million. Nasdaq is submitting the proposed rules to the SEC for review. Regarding the accelerated process for suspending and delisting companies, Nasdaq is proposing to implement the new requirements 60 days after SEC approval.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

As long as our Class A Ordinary Shares are listed on Nasdaq, U.S. federal law prevents or pre-empts individual states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares.

An active trading market for our Class A Ordinary Shares may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Class A Ordinary Shares will continue. The market price and liquidity of our shares may be materially and adversely affected. Investors in our shares may experience a significant decrease in the value of their shares.

The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.

The trading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Our Class A Ordinary Shares might face extreme volatility, including stock run-ups, not reflecting our actual performance or financial outlook, which can make it challenging for prospective investors to evaluate the changing value of our Class A Ordinary Shares.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

We do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands and Singapore law. Even if our board of directors decides to declare and pay dividends (by way of a simple majority decision of our directors), the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant number of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

You must rely on the judgment of our management as to the uses of the net proceeds from our initial public offering, and such uses may not produce income or increase our share price.

You will not have the opportunity, as part of your investment decision, to assess whether proceeds of the initial public offering are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from the initial public offering may be placed in investments that do not produce income or that lose value.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we are classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC,

As a result of the dual-class structure of our company’s Ordinary Shares, Avanta (BVI) Limited has and will continue to have voting control over our company. Its interests may not align with those of our other shareholders, limiting or precluding our shareholders’ ability to influence corporate matters, including the election of directors, amendments to our organizational documents, and any merger, consolidation, or other major corporate transactions requiring shareholder approval.

Avanta (BVI) Limited controls approximately 38.68% and 100% of our outstanding Class A Ordinary Shares and Class B Ordinary Shares, respectively, and maintains 99.31% of the voting power. Avanta (BVI) Limited is controlled by our executive director, Ms. Siew Yian Lee, who has sole voting and dispositive power over shares of our Company held by Avanta (BVI) Limited.

Each holder of Class A Ordinary Shares is entitled to exercise one vote for each Class A Ordinary Share held on any matters to be voted upon in a general meeting of shareholders, while each holder of Class B Ordinary Shares is entitled to exercise 20 votes for each Class B Ordinary Share held on any matters to be voted upon in a general meeting of shareholders. Due to the 20:1 voting ratio between our Class B Ordinary Shares and Class A Ordinary Shares, a majority of the combined voting power of our share capital will be held or controlled by Avanta (BVI) Limited. This allows Avanta (BVI) Limited, controlled by Ms. Siew Yian Lee, to control all matters submitted to our general meeting for approval until such date as Avanta (BVI) Limited ceases to hold, or to have the right to vote, shares representing a majority of the outstanding votes. Accordingly, our controlling shareholder will have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval. This will limit or preclude the ability of the holders of Class A Ordinary Shares to influence corporate matters for the foreseeable future, including (i) mergers and consolidations, (ii) the election or removal of directors, (iii) making amendments to our Amended and Restated Memorandum and Articles of Association, which means the amended and restated memorandum of association and the amended and restated articles of association of our company adopted by special resolution passed on November 16, 2023, as amended from time to time, (iv) employment, including compensation arrangements, and (v) the power to prevent or cause a change in control.

As the interests of our largest shareholder may differ from those of our other shareholders, the disparate voting rights of the Class A Ordinary Shares and Class B Ordinary Shares may also prevent or discourage unsolicited acquisition proposals or offers for our share capital that our shareholders may feel are in their best interest. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. Additionally, since our Class B Ordinary Shares are not convertible into Class A Ordinary Shares and can be transferred, unless all holders of the Class B Ordinary Shares surrender their shares, our shareholding structure will remain as a dual-class structure.

As a “controlled company” under the rules of Nasdaq, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Our directors and officers beneficially own a majority of the voting power of our issued and outstanding Class A Ordinary Shares. Under the Rule 4350(c) of Nasdaq, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq listing rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we may elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price.

As a company incorporated under the laws of the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the Nasdaq corporate governance listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of Nasdaq. These practices may afford less protection to shareholders than they would experience if we complied fully with corporate governance listing requirements of Nasdaq. We rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely (i) there will not be a necessity to have regularly scheduled executive sessions with independent directors; and (ii) there will be no requirement for our company to obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; and (c) a change of control. See “Certain Cayman Islands Company Considerations” for more information.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (Revised) of the Cayman Islands, as amended from time to time, and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some states in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to any corporate governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management and members of the board of directors than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders,

Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company incorporated under the laws of the Cayman Islands. Our sole operating subsidiary was incorporated and is located in Singapore. Substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us, our directors and officers, or our auditor judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and Singapore, see “Enforceability of Civil Liabilities”. As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, directors, or major shareholders, than would shareholders of a corporation incorporated in a jurisdiction in the United States.

It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in the Cayman Islands.

There is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., although the courts of the Cayman Islands will in certain circumstances recognize and enforce against us a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; (v) was not obtained by fraud and (vi) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. Furthermore, there is uncertainty as to whether the courts of the Cayman Islands would: recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards earlier. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We are required to file an annual report on Form 20-F within four months of the end of each financial year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day, which means a day other than a Saturday, Sunday or public holiday in the U.S. on which licensed banks in the U.S. are generally open for normal business to the public, of an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares on Nasdaq.

We will incur additional legal, accounting, and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.

Our wholly owned subsidiary, Springview Singapore, is subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

As Springview Singapore is a Singapore incorporated company, it is required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as its Constitution. In particular, Springview Singapore is required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore, which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

Further issuances of Class B Ordinary Shares may result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares as a total proportion of Ordinary Shares in our company.

We may issue more Class B Ordinary Shares. The issuance of additional Class B Ordinary Shares may result in dilution to holders of our Class A Ordinary Shares. Each Class A Ordinary Share entitles its holder to one vote per share, while each Class B Ordinary Share carries 20 votes per share. As a result, holders of Class B Ordinary Shares have significantly greater voting power than holders of Class A Ordinary Shares. If we decide to issue more Class B Ordinary Shares, it could have the effect of increasing the overall voting power of Class B Ordinary Shareholders relative to Class A Ordinary Shareholders, potentially diminishing the influence and control of Class A Ordinary Shareholders over our company’s affairs.

This dilution in voting power could impact the ability of Class A Ordinary Shareholders to influence important corporate decisions, including those related to corporate governance, mergers, acquisitions, and other significant transactions. It may also result in decisions that are not aligned with the interests of Class A Ordinary Shareholders.

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. We cannot predict what effect, if any, market sales of securities held by any other shareholder or the availability of these securities for future sale will have on the market price of our shares.

Item 4. Information on the Company

Recent Developments

Annual General Meeting, Share Consolidation and Amended Memorandum and Articles of Association

On October 17, 2025, the Company held its annual general meeting of shareholders, at which the Company’s shareholders approved, among other matters, (i) an ordinary resolution authorizing the Company’s board of directors to effect one or more share consolidations of the Company’s Class A Ordinary Shares at a ratio to be determined by the board in its discretion within a range that shall not exceed 1-for-4000, and (ii) special resolutions approving amendments to the Company’s amended and restated memorandum and articles of association to give effect to any such share consolidation as and when implemented by the board. On November 24, 2025, pursuant to the foregoing shareholder approvals, the board of directors approved amendments to the Company’s amended and restated memorandum and articles of association to effect a share consolidation of the Company’s Class A Ordinary Shares based on a 1-for-8 ratio, such that every eight (8) issued Class A Ordinary Shares were combined into one (1) issued Class A ordinary share, with fractional shares rounded to the nearest whole share. The Company’s Class B Ordinary Shares were not affected by the share consolidation.

The share consolidation became effective for trading on the Nasdaq Capital Market on December 2, 2025. Following the share consolidation, the number of issued and outstanding Class A Ordinary Shares was reduced from 13,217,629 to approximately 1,652,224. In connection with the share consolidation, the Company also restated its authorized share capital to 150,000,000 shares divided into 50,000,000 Class A Ordinary Shares, par value US$0.0008 per share, and 100,000,000 Class B Ordinary Shares, par value US$0.0001 per share.

Nasdaq Listing Compliance

On April 25, 2025, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. The Company was provided an initial 180-day period, through October 22, 2025, to regain compliance. On October 24, 2025, Nasdaq notified the Company that it had determined to delist the Company’s securities due to the Company’s failure to regain compliance within the prescribed period. The Company timely appealed Nasdaq’s determination to the Nasdaq Hearings Panel (the “Panel”), which stayed the delisting pending the appeal.

In connection with its plan to regain compliance, on November 24, 2025, the Company’s board of directors approved amendments to the Company’s then Second Amended and Restated Memorandum and Articles of Association to effect a share consolidation of the Company’s Class A Ordinary Shares based on a 1-for-8 ratio. The share consolidation became effective for trading on the Nasdaq Capital Market on December 2, 2025. On December 18, 2025, the Company received a written decision from the Panel confirming that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2). The Panel further advised that it would retain jurisdiction over the Company’s listing through April 22, 2026 and imposed a discretionary monitoring period through December 18, 2026. During this monitoring period, if the Company fails to comply with any applicable continued listing requirement, the Company will not be entitled to an automatic grace period or the opportunity to submit a compliance plan, and Nasdaq may issue a delisting determination, subject to the Company’s right to request a further hearing before the Panel.

Private Placement of Class A Ordinary Shares

On December 24, 2025, the Company entered into subscription agreements with certain investors for a private placement of an aggregate of 609,756 Class A Ordinary Shares at a purchase price of US$2.46 per share, representing the Nasdaq official closing price of the Company’s Class A Ordinary Shares immediately prior to the execution of the subscription agreements. Due to the Christmas holiday, the share issuance instruction forms were not submitted to the Company’s transfer agent, VStock Transfer, LLC, until January 2, 2026. Accordingly, the official issuance date of these shares was recorded in January 2026, and the Company received aggregate gross proceeds of approximately US$1.5 million from the private placement. The securities were offered and sold in an offshore transaction in reliance on Regulation S under the Securities Act of 1933, as amended. The Company intends to use the net proceeds from the private placement for general working capital and general corporate purposes.

Resignation of Chief Financial Officer and Appointment of New Chief Financial Officer

On January 6, 2026, Mr. Jordan Yi Chun Tse notified the Company of his resignation as Chief Financial Officer, effective January 31, 2026, and the board of directors of the Company approved his resignation. Mr. Tse’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, and was due to personal reasons. On January 6, 2026, the Company appointed Ms. Lyu Liyan as its new Chief Financial Officer, effective February 1, 2026. In connection with her appointment, the Company entered into an employment agreement with Ms. Lyu dated January 12, 2026.

Resignation of Independent Directors and Appointment of New Independent Directors

On January 16, 2026, Mr. Edward C. Ye resigned from his position as an independent director of the Company, including as chairman of the audit committee and as a member of the compensation committee and the nominating and corporate governance committee, effective immediately. Mr. Ye’s resignation was not the result of any disagreement with the Company, its management, or its board of directors on any matter relating to the Company’s operations, policies or practices. On the same date, following Mr. Ye’s resignation, the Company’s board of directors appointed Mr. Xirui Guo as an independent director of the Company, effective January 16, 2026. In connection with his appointment, Mr. Guo was also appointed as chairman of the audit committee and as a member of the compensation committee and the nominating and corporate governance committee of the Company. Pursuant to an independent director offer letter dated January 16, 2026, Mr. Guo is entitled to receive a monthly compensation of US$2,000, payable on a quarterly basis, for his services as an independent director, and is eligible for reimbursement of reasonable expenses incurred in connection with the performance of his duties.

On March 13, 2026, Ms. Hung Yu Wu resigned from her position as an independent director of the Company, including as a member of the audit committee, the compensation committee and the nominating and corporate governance committee, effective immediately. Ms. Wu’s resignation was not the result of any disagreement with the Company, its management, or its board of directors on any matter relating to the Company’s operations, policies or practices. On the same date, following Ms. Wu’s resignation, the Company’s board of directors appointed Mr. Chin Leng Tan as an independent director of the Company, effective March 13, 2026. In connection with his appointment, Mr. Tan was also appointed as a member of the audit committee, the compensation committee and the nominating and corporate governance committee of the Company.

4.A. History and Development of the Company

Our company, through our indirect wholly owned subsidiary, Springview Enterprises Pte. Ltd. (“Springview Singapore”), designs and constructs residential and commercial buildings in Singapore.

Our projects cover four main types of work: (i) new construction, (ii) reconstruction, (iii) additions and alterations (“A&A”), and (iv) other general contracting services. For new construction, an existing house will be demolished, and a new house will be rebuilt. Our reconstruction work involves replacement of a substantial part of a house. For A&A work, we focus on minor modifications to existing structures within an existing building’s requirements. We also provide other general contracting services, such as renovation and design consultation for our customers. Through conversations with our clients to understand their vision and budget constraints, we assist them in developing a feasible design concept.

Our projects are carried out in either (a) design and build mode or (b) construction mode. When we play a design and build role, we provide design input and also serve as the main contractor. For construction mode, we act only in the role of a contractor. For the design and build role, we collaborate with associated architectural firms to deliver tailored solutions consisting of conceptualized design drawings and detailed implementation plans which we then execute with the joint efforts of our experienced design team and construction team. For the contractor role, we provide our customers with quality construction work based on our team’s experience and existing relationships with architects and subcontractors.

With a considerable operating history dating back to 2002, we believe we have established a positive reputation in the busy Singapore real estate development market through customer relationships, leading to referrals from existing customers. Our operations team manages inquiries and feedback, working with subcontractors to address any issues that arise in our projects. We believe that effective communication through phone calls and instant messaging ensures quick issue resolution. In turn, we believe that our commitment to high-quality services and addressing customer feedback is vital for expanding our market share and ensuring overall business success of our company

Foreign Private Issuer Status

The Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq in respect of the following:

B. Business Overview

Overview

Our company, through our indirect wholly owned subsidiary, Springview Singapore designs and constructs residential and commercial buildings in Singapore.

Our projects cover four main types of work: (i) new construction, (ii) reconstruction, (iii) additions and alterations (“A&A”), and (iv) other general contracting services. For new construction, an existing house will be demolished, and a new house will be rebuilt. Our reconstruction work involves the replacement of a substantial part of a house. For A&A work, we focus on minor modifications to existing structures within an existing building’s requirements. We also provide other general contracting services, such as renovation and design consultation for our customers. Through conversations with our clients to understand their vision and budget constraints, we assist them in developing a feasible design concept.

Our projects are carried out in either (a) design and build mode or (b) construction mode. When we play a design and build role, we provide design input and also serve as the main contractor. For construction mode, we act only in the role of a contractor. For the design and build role, we collaborate with associated architectural firms to deliver tailored solutions consisting of conceptualized design drawings and detailed implementation plans which we then execute with the joint efforts of our experienced design team and construction team. For the contractor role, we provide our customers with quality construction work based on our team’s experience and existing relationships with architects and subcontractors.

With a considerable operating history dating back to 2002, we believe we have established a positive reputation in the busy Singapore real estate development market through customer relationships, leading to referrals from existing customers. Our operations team manages inquiries and feedback, working with subcontractors to address any issues that arise in our projects. We believe that effective communication through phone calls and instant messaging ensures quick issue resolution. In turn, we believe that our commitment to high-quality services and addressing customer feedback is vital for expanding our market share and ensuring overall business success of our company.

Our Services

Our services mainly consist of providing new construction work, reconstruction work, A&A works, and other general contracting services for our customers.

New Construction

We possess extensive experience in assisting customers with the demolition and reconstruction of their homes, realizing their dream designs. When dealing with deteriorating structures, our clients often opt for a fresh start, enabling the creation of thoughtfully designed spaces free from the constraints of inconvenient columns. Our decades of experience ensure a quick and clean demolition process, laying the foundation for the rebuilding work.

Throughout the rebuilding process, drawing on our decades of experience in designing and constructing houses, we can bring our customers’ visions to life by conceptualizing the design plans they provide us. We also offer our customers our own customized design plans, blending practicality with aesthetic appeal.

See below for a visual representation of a new construction project we have completed:

A&A Work

We specialize in providing A&A work for existing structures, tailored to our customers’ requests. This often involves subtle adjustments to houses, including the construction of additional gross floor area - never exceeding 50% of the existing approved gross floor area. Whether it is the replacement or addition of columns, our A&A work ensures that modifications remain below 50%, preserving the essence of the original building while accommodating desired changes.

We prioritize our customers’ needs and align our efforts with the uniqueness of their homes. With meticulous attention to detail and a steadfast commitment to quality, our team can anticipate and adapt to our customers’ ever-changing requirements. Our goal is to ensure their satisfaction while maximizing the value of their properties.

See below for a visual representation of an A&A work we have completed:

Reconstruction

Our reconstruction endeavors entail the replacement of a substantial portion, typically exceeding 50% of gross floor area, of a residence. This may encompass the replacement of an entire floor, addition of an extra story, or comprehensive refurbishment of the entire edifice. Additionally, certain undertakings of a less extensive nature are categorized under the purview of reconstruction work. Examples include (a) augmenting the overall building story height, incorporating alterations or replacement of the existing roof (partial/full), culminating in a new story addition, and (b) a metamorphosis in the configuration of landed housing, such as the transition from a semi-detached dwelling to a detached residence.

With our dedicated team of adept designers and skilled construction personnel, we specialize in rejuvenating a building’s aesthetics through the modernization of existing fixtures and amenities. Our objective is to enhance the value of our customers’ properties while upholding the architectural integrity of the existing structure. Drawing upon our extensive decades of experience, we meticulously devise plans that contribute to the overall harmony of our projects.

See below for a visual representation of a reconstruction project we have completed:

Other General Contracting Services

We also provide a comprehensive suite of other general contracting services, such as renovation and design consultation, space planning, bespoke carpentry as well as project management. We work with our customers on their vision and budget constraints, collaborating to develop a feasible design concept.

Our Customers

We offer our customers two contract options based on their needs and requirements: a design and build model, where we act as both the architect responsible for designing the project and the main contractor responsible for the construction; or serving as the contractor, where we collaborate with architects to help customers bring their designs to life.

For the year ended December 31, 2025, our top ten customers collectively accounted for approximately 99% of our revenue, with four customers individually contributed approximately 26%, 20%, 16%, and 13% of the Company’s total revenue, respectively. For the year ended December 31, 2024, our top ten customers collectively accounted for approximately 98% of our revenue, with three customers individually contributed approximately 20%, 19%, and 18% of the company’s total revenue, respectively. For the year ended December 31, 2023, our top ten customers collectively accounted for approximately 94% of our revenue, with two customers contributing approximately 17% each to the company’s total revenue. All the customers are individual and independent homeowners in Singapore. Throughout our long operating history, we believe that we have built a good reputation in the local market premised upon strong relationships with every customer, resulting in glowing referrals from previous customers. We believe that our continuous effort in providing high-quality services to our customers is key to increasing our market share in the construction industry. We have in place an operation team that manages general inquiries, complaints, and feedback from our customers. They are also responsible for working with our subcontractors to resolve any complaints. The most efficient and main channel for communication used between our operations team and our customers and subcontractors is telephone call or instant messaging. This has allowed us to resolve issues quickly.

We recognize that having a high level of customer satisfaction is crucial in helping us maintain a strong reputation in the market and cultivate customer loyalty. As such, we monitor the quality of our projects and customer feedback closely with the goal of increasing service quality and customer satisfaction.

General Terms of Design and Build Agreements with Customers

We enter into design and build agreements with our customers per request. Although the terms of design and build agreements may vary, the material terms that are generally contained in our agreements with major customers are set out below:

Project timeframe Generally, based on the complexity and scope of work, a general timeframe will be suggested.

General Terms of Construction Agreements with Customers

We entered into construction agreements with our customers upon request. These agreements typically include similar material terms as the design and build agreements, covering (a) the scope of work, (b) contract sum, (c) completion time, (d) payment terms, (e) insurance policies, and (f) compliance with various construction requirements.

Credit and Provision Policy

We generally grant our customers a credit period of less than 30 days from the invoice day. The length of credit period granted varies on a case-by-case basis depending on the workload, the length of the relationship with these customers and the payment method.

Our Subcontractors

We have a strong team of building designers and construction workers that enable us to handle the requests of our customers. However, based on the needs and situations of each project, we from time to time engage the subcontractors to help us handle the specialized parts of work, such as wire networks or light strips. Our commitment to customer satisfaction extends to our strong relationships with our subcontractors and suppliers, which we have developed over the course of our business. This has allowed us to accomplish projects with minimal delay due to unsatisfactory work or a lack of material. We hold our suppliers and subcontractors to the same high standards which we set for ourselves, ensuring a consistent and reliable product which our customers are satisfied with.

For the years ended December 31, 2023, and 2024, our company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases. For the years ended December 31, 2025, one significant supplier individually accounted for more than 10% of total purchases.

Subcontracting Arrangement

We continuously conduct a comprehensive assessment of our subcontractors in order to better control the quality of their work. We place orders with these subcontractors on a back-to-back basis, once we require the service of these subcontractors, we will allocate the work to the subcontractors and pass along the relevant information contained in the agreements we have entered into with our customers to them. Such back-to-back arrangements can ensure the quality and quantity of our construction developments rendered by our subcontractors are in compliance with our customers’ requirements. Our subcontractors will then arrange for a team of well-trained workers to fulfill our needs.

We usually enter into master agreements with these subcontractors setting out the principal terms of the subcontracting arrangement, the material terms that are generally contained in our agreements with major subcontractors are set out below:

As of the date of this annual report, we have not experienced any material dispute with our subcontractors. We do not foresee any material difficulties in sourcing substitute subcontractors if we terminate our relationship with any of the existing subcontractors.

Our Suppliers

We did not establish any long-term supplier agreements in the last fiscal year. For the years ended December 31, 2023, and 2024, our company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases. For the years ended December 31, 2025, one significant supplier individually accounted for more than 10% of total purchases. We normally enter into agreements with suppliers on a case-by-case basis, selected through a tendering process or negotiation. They generally supply us with sand, cement, solid wood, plywood, etc. These general agreements outline the principal terms of the supply arrangement, such as price and payment terms.

Sales and Marketing

Our sales and marketing mainly depend on the management team based in Singapore. Our CEO, Zhuo Wang oversees our sales and marketing. We believe that we have a dedicated sales and marketing team providing top notch services to customers in Singapore.

One of our key channels for marketing is through word-of-mouth referrals from our existing customers and business contacts. We believe that our high-quality sales staff services result in strong word-of-mouth referrals and positive customer reviews, which increase customer awareness of our brand. As we gain trust from our customers, they often refer us to their social network, or return to us for their other construction and renovation needs. We intend to continue to invest resources in our marketing efforts.

Competition

The building contractors industry is growing and increasingly competitive. We compete with contractors, interior designers, and other industry professionals for the same pool of potential customers. We also believe some of our competitors may be better funded or better connections than us. Nonetheless, we believe that we are well positioned to compete in the industry because of our previously established track record in the industry.

Competitive Strengths

We believe that we differentiate ourselves from our competition and have been able to grow our business as a result of the following competitive strengths:

We have an experienced management team.

We have an experienced management team, led by Mr. Zhuo Wang and Ms. Siew Yian Lee, our Chief Executive Officer and executive director, respectively, who have been instrumental in spearheading the growth of our Group. Mr. Zhuo Wang has many years of experience in sales and marketing roles. Additionally, he has gained diverse work experience across different companies, providing professional advice on company operations and showcasing a sophisticated understanding of the design and build contractor industry through his management of related field companies. Ms. Lee has over 20 years of experience in the interior design services and building contractors industry and is primarily responsible for managing and directing our company’s building works, overseeing their execution and performance. Our Group is also supported by an experienced management team with substantial experience in the interior design services and building contractors industry.

Our directors believe that the combination of our management and engineering teams’ expertise and knowledge of the market have been and will continue to be our Group’s valuable assets and strive our Group towards greater success.

We provide one-stop service to our customers with a strong in-house team of designers, electricians, construction workers and project managers. This helps increase the customer stickiness and chances of future projects and referrals.

We offer a comprehensive one-stop service to our customers, backed by a robust in-house team comprising designers, electricians, construction workers, and project managers. Our range of services encompasses design, construction, furniture customization, and project management. With a highly qualified and experienced in-house team of experts in various fields, our one-stop service reinforces our customer relationships, resulting in a higher volume of projects and referrals. Furthermore, our after-sales services, specifically addressing defect repair and post-project maintenance, enable us to maintain close connections with our customers, further boosting the likelihood of them choosing us for their upcoming projects.

Business Strategies

We intend to strengthen our market position in the construction industry, by implementing the following business strategies and plans.

Enhance Client Relationships and Reputation

We believe that building strong relationships with customers and maintaining a positive reputation is essential for growth. We can achieve this by delivering projects on time and within budget, providing excellent customer service, and ensuring customer satisfaction. Positive client testimonials and referrals can help attract new customers and contribute to the contractor’s growth.

Invest in Technology and Innovation

Embracing technology and innovation is crucial for our growth. By adopting advanced construction management software, Building Information Modelling (BIM) technology, and other innovative tools, we can improve project efficiency, reduce costs, and deliver higher-quality results. Staying up to date with industry trends and embracing sustainable construction practices are also part of our strategy.

Enhancing service capacity by expanding in-house teams of workers

As at the date of this annual report, we have assembled a team comprising construction workers, electricians, tilers, designers, and a project manager. Our plan is to gradually recruit more qualified and experienced professionals to expand our service capabilities. We believe that this strategic move will expedite our business growth.

Adopting a more aggressive marketing strategy

In order to increase our business opportunities, we plan to carry out strong advertisement and marketing campaigns on both digital and traditional media channels to enhance customer awareness and attract new customers. We believe publishing TV ads and radio ads can help reach our potential customers who are less tech-savvy and simultaneously carrying out certain popular digital marketing campaigns with proven track records, including search engine optimization and social media marketing, can help promote our corporate image and make our services more popular.

Expand business and operations through joint ventures and/or strategic alliances

We intend to continue focusing on our principal business activities in the building and renovation industries. To do so, we plan to explore opportunities to collaborate with suitable partners in these industries through strategic alliances, joint ventures and investments. As at the date of this annual report, we have not identified any potential joint ventures and/or strategic alliances.

Real Property

A description of our company’s leased real properties in Singapore is below:

Licenses and Permits and Registrations

The following licenses and registrations are material for our Group’s operations:

Certifications

We received the bizSAFE Level 4 certificate from the Workplace Safety and Health Council on June 9, 2025. The certificate is valid until June 5, 2028.

Intellectual Property

Domain

We have the right to use the following domain registration issued in Singapore:

We were not involved in any proceedings with regard to, and we have not received notice of any claims of infringement of, any intellectual property rights that may be threatened or pending, in which we may be involved either as a claimant or respondent.

Employees

We employed 73 persons as of December 31, 2025, 71 persons as of December 31, 2024, and 72 persons as of December 31, 2023, who are all located in Singapore. All of our employees are full-time employees. We do not have any part-time employees.

The following table sets forth the breakdown of our employees by activity as of December 31, 2025, December 31, 2024 and December 31, 2023:

Our employees are not covered by collective bargaining agreements. We consider our labor practices to be in line with customary industry practice.

Insurance

In relation to each project undertaken by our company, we maintain commercial all risks property insurance policies covering our business premises in accordance with customary industry practice; as well as insurance policies covering heads of liability such as workmen’s compensation, public liability and contractors’ all risk as required from time-to-time by our customers. We carry occupational injury and medical insurance for our employees, in compliance with applicable regulations. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore.

Litigation and Other Legal Proceedings

Because of the nature of our business, we and our subsidiaries have been and may from time to time be involved in various legal proceedings and claims in the ordinary course of business, including contractual disputes and other commercial disputes. Except as disclosed below, to our knowledge, we are not a party to any legal or governmental proceedings (including any pending or known to be contemplated) which may have a material adverse effect on our business, financial condition, or results of operation.

In 2019, Springview Singapore was under contract to reconstruct an existing 2-story semi-detached dwelling house. On 4 March 2019, three foreign workers were performing their jobs when the floor slab of the balcony unexpectantly collapsed. One worker who was standing on the floor slab suffered fatal injury while another suffered multiple fractures after falling from the scaffold on the balcony (collectively, the “accident”).

Following the accident, Springview Singapore was charged for alleged violation of Section 12(1) of the Workplace Safety and Health Act for failure to take reasonably practicable measures to ensure the safety of its employees at work (“WSHA Charge”), which is punishable under Section 50(b) of the WSHA. Springview Singapore was also charged pursuant to Section 20(1)(a) of the Building Control Act for allegedly carrying out building work that were not in accordance with the plans approved by the Commissioner of Building Control under Section 5 of the Building Control Act, thereby allegedly contravening Section 20(1)(a) of the Building Control Act (“BCA Charge”).

On June 17, 2025, Springview Singapore was convicted of the WSHA Charge (Charge No. DSC-900110-2021). A sentencing hearing was held on November 19, 2025, at which Springview Singapore was sentenced to pay a fine of S$250,000, with the BCA Charge (Charge No. MSC-903277-2020) taken into consideration. The court allowed Springview Singapore to pay the fine in 10 equal monthly instalments. No appeal has been filed by Springview Singapore or the prosecution in respect of the conviction or sentence.

In October 2021, a claim was filed whereby a foreign worker of Springview Singapore for injuries suffered arising out of alleged negligence by Springview Singapore claiming damages for an unspecified amount. The Company has previously obtained insurance that adequately provides coverage for any damages resulting from this claim.

In December 2022, there was a claim filed against Springview Singapore (the main contractor of a construction project) and Mastercoat Services Pte Ltd, the sub-contractor of Springview Singapore, seeking to hold both parties jointly and severally liable, by an employee of Mastercoat Services Pte Ltd (Mr. Panchalan Rajagopalan) for damages arising out of injuries and losses suffered as a result of a work accident. On March 14, 2025, parties reached an amicable settlement for which Springview Singapore, the defendant in the case, paid a sum of S$45,000 to the claimant in full and final settlement.

C. Organizational structure.

Springview BVI, which refers to Springview (BVI) Ltd., a British Virgin Islands business company incorporated under the laws of the British Virgin Islands on October 11, 2023, and Springview Singapore, which refers to Springview Enterprises Pte. Ltd., a company incorporated in Singapore on June 3, 2002, are our wholly owned subsidiaries. The following sets forth the holdings of the Class A Ordinary Shares and Class B Ordinary Shares as of the date of this annual report, as well as the shareholder’s respective voting power.

D. Property, Plant and Equipment

Facilities

Our company was incorporated as an exempted company under the laws of the Cayman Islands with limited liability on September 27, 2023. Our company’s authorized share capital is $50,000 divided into 50,000,000 (400,000,000 before reverse share split) Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares. Our registered office in the Cayman Islands is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

Our principal executive office is at 203 Henderson Road, #06-01, Henderson Industrial Park, Singapore 159546. Our telephone number at this location is +65 6271 2282. Our principal website address is https://www.springviewggl.com/. The information contained on our website does not form part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168.

Intellectual Property

Domain

We have the right to use the following domain registration issued in Singapore:

We were not involved in any proceedings with regard to, and we have not received notice of any claims of infringement of, any intellectual property rights that may be threatened or pending, in which we may be involved either as a claimant or respondent.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion and analysis relates to our results of operations for the fiscal years ended December 31, 2025 and 2024. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Item 3. Key Information - D. Risk Factors” and elsewhere in this annual report.

Overview

Our company, through our indirect wholly owned subsidiary, Springview Enterprises Pte. Ltd. (“Springview Singapore”) designs and constructs residential and commercial buildings in Singapore.

Our projects cover four main types of work: (i) new construction, (ii) reconstruction, (iii) additions and alterations (A&A), and (iv) other general contracting services. For new construction, an existing house will be demolished and a new house will be rebuilt. Our reconstruction work involves replacement of a substantial part of a house. For A&A work, we focus on minor modifications to existing structures within an existing building’s requirements. We also provide other general contracting services, such as renovation and design consultation for our customers. Through conversations with our clients to understand their vision and budget constraints, we assist them in developing a feasible design concept.

Our projects are carried out in either (a) design and build mode or (b) construction mode. When we play a design and build role, we provide design input and also serve as the main contractor. For construction mode, we act only in the role of a contractor. For the design and build role, we collaborate with associated architectural firms to deliver tailored solutions consisting of conceptualized design drawings and detailed implementation plans which we then execute with the joint efforts of our experienced design team and construction team. For the contractor role, we provide our customers with quality construction work based on our team’s experience and existing relationships with architects and subcontractors.

With a considerable operating history dating back to 2002, we believe we have established a positive reputation in the busy Singapore real estate development market through customer relationships, leading to referrals from existing customers. Our operations team manages inquiries and feedback, working with subcontractors to address any issues that arise in our projects. We believe that effective communication through phone calls and instant messaging ensures quick issue resolution. In turn, we believe that our commitment to high-quality services and addressing customer feedback is vital for expanding our market share and ensuring overall business success of our company.

Factors Affecting Our Financial Condition and Results of Operations

Our results of operations have been and will continue to be affected by several factors, including those set out below:

We operate in a highly competitive industry and our competitors may be more successful in securing contracts

We face significant competition within the construction industry and certain of our competitors may have greater financial resources and manpower, stronger track record and more established reputation in the market that provide them with advantage in sourcing for new customers and business opportunities. Additionally, our competitors may be aggressive in their pricing policies or offer additional services to secure contracts in tenders that we participate in. We believe that we have developed a well-regarded reputation and notable branding in the market for completing high quality projects, and coupled with the strong relationships that we have nurtured and maintained with our customers, sub-contractors, suppliers and external consultants, all of which serve as reliable sources of new project referrals, will allow us to maintain our competitiveness in the market and acquire new customers effectively. However, if we are unable to maintain our reputation in delivering high quality projects in a timely manner to the satisfaction of our customers, we might not compete successfully with our competitors and may adversely affect our business and results of operations.

Our revenue and profitability are unpredictable due to the nature of our business

Revenue from our construction projects is non-recurring in nature and on a project-by-project basis, which results in unpredictability in our revenue and profitability from period to period. We recognize revenue from ongoing contracts based on percentage of work performed, and certain ongoing contracts may last for more than a year and the revenue from such projects may be recognized across financial years. The revenue and profitability recorded for a financial period may fluctuate depending on the stage of completion for our ongoing contracts and thus the short-term results of operations may not be indicative of future financial performance and prospects of our business. We are constantly active in building our contract pipeline via participation in tenders and seeking referrals from various channels in order to secure new contracts and achieve growth in revenue. However, there is no assurance that we are able to successfully secure new projects to replace completed projects, or continually secure projects that have a higher or comparable contract values and margins, which may materially and adversely affect our business and results of operations.

We generally depend on our subcontractors and suppliers to perform their obligations in order to bring our projects to completion and meet our customers’ requirements

The provision of construction services is highly demanding and requires our company to effectively co-ordinate and leverage both internal and external resources, the latter mainly involving subcontractors and suppliers. We are dependent on our subcontractors and suppliers to deliver quality product or services that we engage them for, such as supply of building materials and ventilation work, in order to fulfil our own contractual obligations to the customers in delivering completed projects based on the contracted scope of work and design. While we have developed and maintained strong relationships and rapport with several trusted suppliers and subcontractors that have been providing us with quality products and services in a timely manner, there is no assurance that they will continue to render products and services that meet our requirements in terms of quality and timing in the future. Further, despite our company’s best effort in screening the subcontractors that we engage for our projects for their competency based on several factors including track record, reputation, and price competitiveness, we bear certain risks associated with subpar or nonperformance by our subcontractors as the subcontractors do not have a direct contractual relationships with our customers, Moreover, we do not have any long-term agreements with our subcontractors or suppliers, and hence we cannot be assured that we can procure similar arrangements from our existing subcontractors or suppliers at a reasonable rate that meets our budget, or that we can successfully engage with alternative providers if such events do occur, which may result in our business and results of operations being materially and adversely impacted.

We are subject to several macro-economic, regulatory, social and other factors which are beyond our control

We operate within Singapore’s construction and major A&A industry and are affected by several factors including macro-economic, regulatory, social and political conditions which are beyond our company’s control. We depend on Singapore to continue to be a stable and attractive country for residency purposes as majority of our customers are residential homeowners seeking to build properties that fit their aspirations. The growth of our target customer segment in Singapore may be influenced by the country’s political and social stability, key policies and regulations related to taxation and immigration as well as overall business and market sentiment, all of which are beyond our control. Additionally, our business is also affected by inflation and interest rate environment. As of the date of this annual report, we have witnessed the impact of inflation on our operations. For example, we have seen a rise in the prices of our construction materials and in the wages of our laborers as a result of inflation. In the event of heavier inflationary pressure in the future, our project costs could be elevated even further. There is no guarantee that we will be able to efficiently pass on the resulting rise in such costs to our customers. An increase in interest rates may also result in a higher borrowing cost for our business. There can be no guarantee that any of these factors beyond our control will not develop in a manner that may have an adverse and material effect on our business operations in the future.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

Comparison of Years Ended December 31, 2024 and 2025

Revenue

We generate revenue mainly from construction projects with the following major categories of work: (i) new construction, (ii) reconstruction, (iii) Addition & Alterations (A&A), and (iv) other general contracting services, such as renovation and design consultation. Due to our business nature, the majority of our revenue is driven by standalone projects with varying contract sizes on a non-recurring basis. We recognize revenue from our construction projects over time and referencing the stage of completion via input method, which is based on our actual costs incurred for the project during the period relative to the total estimated costs for the project.

The following table sets forth our revenue by revenue categories for the periods indicated.

During the years ended December 31, 2024, and 2025, projects involving new construction work accounted for the largest proportion of our revenue generated for the periods, representing approximately 86.3% and 53.8% of the total revenue, respectively. Revenue from reconstruction work represented 2.0% of total revenue in 2024, increasing significantly to 29.1% in 2025. Additions and alterations (A&A) work represented 11.3% of revenue in 2024, rising to 16.3% in 2025. Revenue from other general contracting activities accounted for 0.4% in 2024 and further increased to 0.8% in 2025.

Our total revenue decreased by S$1,002,786, or 11.4%, from S$8,811,646 for the year ended December 31, 2024, to S$7,808,860 (US$6,072,681) for the year ended December 31, 2025. This decline is primarily attributed to a reduction in new projects signed during the year, particularly in the new construction categories. Revenue from new construction work experienced a significant drop of S$3,396,105, or 44.7%, from S$7,600,302 in 2024 to S$4,204,197 (US$3,269,459) in 2025, reflecting a slower pace of new project initiation. Revenue from reconstruction work saw a significant increase of S$2,091,053, or 1160.4%, from S$180,203 in 2024 to S$2,271,256 ($1,766,277) in 2025, due to new projects in this category in this year. Similarly, revenue from A&A work increased sharply by S$274,731, or 27.5%, from S$999,031 in 2024 to S$1,273,762 (US$990,561) in 2025, primarily due to new projects initiated in this category during 2025. Additionally, our other general contracting services also increased by $27,535, or 85.8%, from S$32,110 for the year ended December 31, 2024 to S$59,645 (US$46,384) for the year ended December 31, 2025, primarily due to the absence of new design consultancy services in 2025. Notwithstanding the growth in reconstruction, A&A and other services, the overall reduction in total revenue was driven by the sharp decline in new construction, which represented our largest revenue segment in prior years.

The majority of our revenue is derived from projects contracted with residential customers. Revenue from commercial customers increased by S$1,780,910, or 309.3% from S$575,820 for the year ended December 31, 2024 to S$2,356,730 ($1,832,747) for the year ended December 31, 2025. Revenue from residential customers decreased by S$2,783,696, or 33.8% from S$8,235,826 for the year ended December 31, 2024 to S$5,452,130 for the year ended December 31, 2025. The overall decrease in total revenue was mainly attributable to fewer new residential construction projects secured and commenced during the year, which more than offset the growth in revenue from commercial projects.

Revenue from commercial accounted for 30.2% and residential customers accounted for 69.8% for the year ended December 31, 2025. Revenue from commercial accounted for 6.5% and residential customers accounted for 93.5% the year ended December 31, 2024. The Company remains strategically focused on further expanding its residential customer base.

Cost of revenue

The cost of revenue primarily consisted of subcontracting costs, material costs, labor costs, equipment rental and site costs and other direct costs incurred in contract performance. The total cost of revenue decreased by S$1,166,392, or 14.8%, from S$7,907,554 for the year ended December 31, 2024, to S$6,741,162 ($5,242,369) for the year ended December 31, 2025. This decline of approximately 14.8% was in line with decrease in revenue and was primarily driven by decreases in subcontracting costs and labor cost.

Subcontracting costs decreased by S$1,676,765, or 42.6%, from S$3,938,327 for the year ended December 31, 2024 to S$2,261,562 ($1,758,739) for the year ended December 31, 2025. Material costs increased by S$261,753, or 16.8%, from S$1,560,316 for the year ended December 31, 2024 to S$1,822,069 ($1,416,960) for the year ended December 31, 2025. Labor costs decreased by S$54,580, or 4.0%, from S$1,367,808 for the year ended December 31, 2024 to S$1,313,228 ($1,021,252) for the year ended December 31, 2025. Equipment rental and site costs increased by S$101,613, or 31.4%, from S$323,209 for the year ended December 31, 2024 to S$424,822 ($330,369) for the year ended December 31, 2025.

The overall reduction in cost of revenue resulted from the lower volume of new construction projects undertaken in 2025, which reduced overall construction activity and corresponding requirements for subcontractors and on-site labor, while the increases in material, equipment rental and site costs reflected a shift in project mix toward reconstruction, A&A and commercial projects, which are more material and site-intensive.

Gross Profit

For the years ended December 31, 2024 and 2025, our gross profits were S$904,092 and S$1,067,698 ($830,312), respectively, and our gross profit margins were approximately 10.3% and 13.7%, respectively. Our gross profit increased by S$163,606, or approximately 18.1% primarily due to the shift in project mix toward higher-margin reconstruction, addition and alteration (A&A) and commercial projects, which more than offset the lower overall revenue volume from reduced new residential construction activities. In addition, tighter cost control over subcontracting and on-site expenses, together with improved operational efficiency, contributed to the expansion in gross profit margin.

Selling, General and Administrative Expenses

The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.

Selling, General and administrative expenses consisted primarily of Selling and marketing expenses, staff expenses, depreciation and amortization, operating lease expenses, medical and insurance, transport and entertainment, professional fees, provision for fines and charges and other miscellaneous expenses. Total Selling, general and administrative expenses increased by S$1,521,039, or 75.0%, from S$2,028,293 for the year ended December 31, 2024, to S$3,549,332 ($2,760,193) for the year ended December 31, 2025. This significant year-over-year increase was primarily driven by substantial growth in professional fees, alongside higher staff costs, medical and insurance expenses, and other miscellaneous expenses, partially offset by lower depreciation and the full elimination of provision for fines and charges in the current year. Professional fees rose by S$1,013,775, or 147.6%, from S$686,744 in 2024 to S$1,700,519 ($1,322,435) in 2025, mainly due to increased corporate compliance, advisory and professional service costs incurred during the period. Staff expenses increased by S$271,335, or 27.6%, from S$983,540 to S$1,254,875 ($975,873), reflecting the Company’s investment in retaining and strengthening its core workforce to support ongoing operational capabilities and long-term corporate development. Medical and insurance expenses grew by S$84,754, or 129.9%, from S$65,245 to S$149,999 ($116,649), attributable to expanded employee benefit coverage and higher annual insurance premiums. Other miscellaneous expenses increased materially by S$69,440, or 176.1%, from S$39,442 to S$108,882 ($84,673). Lease expenses increased moderately by S$14,786, or 8.2%, from S$179,832 to S$194,618 ($151,348), while transport and entertainment expenses rose by S$4,341, or 12.3%, from S$35,276 to S$39,617 ($30,809), and selling and marketing expenses of S$74,079 ($57,609) were newly recorded in 2025. Partially offsetting these increases, depreciation and amortization expenses decreased by S$5,824, or 24.9%, from S$23,364 to S$17,540 ($13,640), and provision for fines and charges declined by S$5,647, or 38.0%, from S$14,850 to S$9,203 ($7,157) following improved operational compliance and a reduction in operational incidents.

Interest Expenses, Net

Interest expenses, net mainly included accrued interest from loans and borrowings, lease liabilities and amount due to related parties. Interest expenses, net decreased by S$13,118, or approximately 12.1% from S$108,673 for the year ended December 31, 2024, to S$95,555 ($74,310) for the year ended December 31, 2025. The decrease was mainly due to the decrease in accrued interest expenses from operating lease and interest generated from the bank loans for the year ended December 31, 2025.

Other Income

Other income primarily consisted of government grants and other miscellaneous income. Other income increased by S$68,270 or approximately 190.8% from S$35,786 for the year ended December 31, 2024, to S$104,056 ($80,921) for the year ended December 31, 2025. The increase was principally attributable to higher interest income earned from short-term lending activities to a third party.

Income Tax Benefits

Our income tax benefits were S$165,950 for the year ended December 31, 2024 and S$120,131 ($93,422) for the year ended December 31, 2025. The fluctuation in income tax benefits was primarily driven by drop in reverse of deferred tax liability arising from the unbilled revenue.

Net Loss

As a result of the foregoing, our loss for the year increased by S$1,321,864 or approximately 128.2%, from S$1,031,138 for the year ended December 31, 2024, to S$2,353,002 ($1,829,848) for the year ended December 31, 2025.

Loss Per Share

Our loss per share decreased by approximately S$0.12, or 133.3%, from a loss of approximately S$0.09 for the year ended December 31, 2024 to a loss of approximately S$0.21 ($0.16) for the year ended December 31, 2025.

Liquidity and Capital Resources

As of December 31, 2024 and 2025, our cash balances amounted to approximately S$3,373,424 and S$3,807,796 ($2,961,191), respectively, and the Company’s current assets were S$10,731,442 and S$9,919,477 ($7,714,034), respectively, and the Company’s current liabilities were S$4,002,580 and S$2,939,244 ($2,285,748), respectively. For the years ended December 31, 2024 and 2025, the Company generated net loss of S$1,031,138 and S$2,353,002 ($1,829,848) respectively.

In assessing our liquidity, the management believes that our current cash and working capital will be sufficient to support our continuous operations and meet our 3^rd parties’ payment obligations when liabilities fall due within the next 12 months from the date of issuance of the consolidated financial statements.

Our liquidity needs are primarily driven by working capital requirements and operating expense obligations. To date, we have funded our operations principally through our successful initial public offering in 2024 and a private placement in 2025. We have also started to seek additional financing from local banks and financial institutions to fund our ongoing operations. As of December 31, 2024 and 2025, our outstanding loans and borrowings amounted to S$835,800 and S$576,751 ($448,520), respectively, with annual interest rates ranging from 2.75% to 8.80% and repayment periods of between one to three years.

We believe that our current cash and loans from banks, and the net proceeds from our initial public offering will be sufficient to meet our working capital needs in the next 12 months from the date of these consolidated financial statements are issued. However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decide to accelerate our growth beyond our initial expectations, then additional financing may be required. No assurance can be provided, however, that additional financing, if necessary, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the periods indicated.

Operating Activities

Changes in cash flow from operating activities from the year ended December 31, 2024 to the year ended December 31, 2025

We had net cash used in operating activities of S$2,039,992 ($1,586,431) for the year ended December 31, 2025, compared to net cash used in operating activities of S$531,270 for the year ended December 31, 2024. The increase in cash flow used in operating activities for year ended December 31, 2025, is primarily a result of:

Investing Activities

For the year ended December 31, 2024, net cash used in investing activities was S$2,621,944 ($1,919,151), which was a loan to a third party.

For the year ended December 31, 2025, net cash provided by investing activities was S$1,300,000 ($1,010,965), which was primarily consisted of repayment of amount from a third party of S$1,300,000.

Financing Activities

For the year ended December 31, 2024, net cash provided by financing activities was S$5,577,867 ($4,082,758) which was primarily consisted of net proceeds from IPO of S$5,618,568 ($4,112,550), proceeds from related parties of S$450,368 ($329,650), offset by repayment of loans and borrowings of S$430,465 ($315,082) and payment for finance lease obligations of S$60,604 ($44,360).

For the year ended December 31, 2025, net cash provided by financing activities was S$1,407,809 ($1,094,804) which was primarily consisted of proceeds from private placement of S$1,925,222 and proceeds from a related party of S$75,000, and offset by repayment of loans and borrowings of S$259,049, repayment to a related party of S$283,192 and payment for finance lease obligations of S$50,172.

Contingencies

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claim, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable per guidance of ASC Topic 450-20 — Loss Contingencies.

As of December 31, 2022, 2023 and 2024, the Company is subject to legal proceeding from a charge by Ministry of Manpower for an offence under Section 12(1) of the Workplace Safety and Health Act for failure to take measure to ensure the safety of its employees at work in one of its construction projects in 2019 which resulted in injuries to one worker and one fatality. The Company has claimed trial to this charge. For the same incident, the Company was also charged under Section 5 of the Building Control Act for carrying out building works that were not approved by the Commissioner of Building Control. Additionally, the Company is also subject to a claim from an employee of a subcontractor for a construction project for damages arising out of injuries and loss suffered as a result of work accident at the project site. The claimant seeks to hold the Company and the subcontractor jointly and severally liable for the claim.

In November 2025, the State Courts of Singapore imposed a total fine of S$250,000 on the Company related to the 2019 incident, with an approved 10-month installment plan (S$25,000 per month, started at November). The full fine remained unpaid as of the payment advice date, and the Company intends to comply with the payment schedule.

As of December 31, 2023, 2024 and 2025, the Company’s accrued provision for the legal proceedings was S$385,000, S$275,000 and S$200,000 ($155,533) respectively. There was no further update as the date that the consolidated financial statements are available to be issued.

For the years ended December 31, 2023, 2024 and 2025, the Company’s provision for estimated litigation loss was S$125,000, nil and nil respectively.

Comparison of Years Ended December 31, 2023 and 2024

Revenue

We generate revenue mainly from construction projects with the following major categories of work: (i) new construction, (ii) reconstruction, (iii) Addition & Alterations (A&A), and (iv) other general contracting services, such as renovation and design consultation. Due to our business nature, the majority of our revenue is driven by standalone projects with varying contract sizes on a non-recurring basis. We recognize revenue from our construction projects over time and referencing the stage of completion via input method, which is based on our actual costs incurred for the project during the period relative to the total estimated costs for the project.

The following table sets forth our revenue by revenue categories for the periods indicated.

During the years ended December 31, 2023, and 2024, projects involving new construction work accounted for the largest proportion of our revenue generated for the periods, representing approximately 57.5% and 86.3% of the total revenue, respectively. Revenue from reconstruction work accounted for approximately 12.0% and 2.0% of the total revenue for the years ended December 31, 2023 and 2024. Additions and alterations (A&A) work represented 27.2% of revenue in 2023, decreasing to 11.3% in 2024. Revenue from other general contracting activities accounted for 3.3% in 2023 and further decreased to 0.4% in 2024.

Our total revenue decreased by S$4,541,367, or 34.0%, from S$13,353,013 for the year ended December 31, 2023, to S$8,811,646 (US$6,449,748) for the year ended December 31, 2024. This decline is primarily attributed to a reduction in new projects signed during the year, particularly in the Reconstruction and A&A categories. Revenue from new construction work saw a slight decrease of S$75,423, or 1.0%, from S$7,675,725 in 2023 to S$7,600,302 (US$5,563,096) in 2024, reflecting a slower pace of new project initiation. Revenue from reconstruction work experienced a significant drop of S$1,419,485, or 88.7%, from S$1,599,688 in 2023 to S$180,203 (US$131,901) in 2024, as most projects in this category were completed in the prior year. Similarly, revenue from A&A work decreased sharply by S$2,629,005, or 72.5%, from S$3,628,036 in 2023 to S$999,031 (US$731,248) in 2024, as major projects initiated in late 2022 and early 2023 reached completion by late 2023 and early 2024, resulting in minimal revenue contribution in 2024. Additionally, our other general contracting services also decreased by 417,454, or 92.9%, from S$449,564 for the year ended December 31, 2023 to S$32,110 (US$23,503) for the year ended December 31, 2024, primarily due to the absence of new design consultancy services in 2024. The declines in reconstruction, A&A, and other general contracting services were largely attributable to increased industry competition and a broader economic slowdown. The overall decline underscores the impact of fewer new projects signed in 2024, leading to reduced revenue across key categories.

The majority of our revenue is derived from projects contracted with residential customers. Revenue from commercial customers decreased by S$1,197,671, or 67.5% from S$1,773,491 for the year ended December 31, 2023 to S$575,820 (US$421,475) for the year ended December 31, 2024. Revenue from residential customers decreased by S$3,343,696, or 28.9% from S$11,579,522 for the year ended December 31, 2023 to S$8,235,826 for the year ended December 31, 2024. This overall revenue contraction was primarily driven by fewer new projects, reflecting the impact of a broader economic slowdown on our operations during the year.

Revenue from commercial accounted for 6.5% and residential customers accounted for 93.5% for the year ended December 31, 2024. Revenue from commercial accounted for 13.3% and residential customers accounted for 86.7% the year ended December 31, 2023. The company’s strategic focus on expanding its residential customer base.

Cost of revenue

The cost of revenue primarily consisted of subcontracting costs, material costs, labor costs, equipment rental and site costs and other direct costs incurred in contract performance. The total cost of revenue decreased by S$803,894, or 9.2%, from S$8,711,448 for the year ended December 31, 2023, to S$7,907,554 ($5,787,992) for the year ended December 31, 2024. This decline of approximately 9.2% was in line with decrease in revenue and was primarily driven by decreases in subcontracting costs, material costs, equipment rental, and site expenses.

Subcontracting costs decreased by S$382,160, or 8.8%, from S$4,320,487 for the year ended December 31, 2023 to S$3,938,327 ($2,882,687) for the year ended December 31, 2024. Similarly, material costs decreased by S$554,382, or 26.2%, from S$2,114,698 for the year ended December 31, 2023 to S$1,560,316 ($1,142,084) for the year ended December 31, 2024. Equipment rental and site costs decreased by S$43,825, or 11.9%, from S$367,034 for the year ended December 31, 2023 to S$323,209 ($236,576) for the year ended December 31, 2024.

These reductions were driven by a lower number of new projects in 2024, which decreased overall construction activity. With fewer projects underway, we required fewer subcontractors and materials, leading to significantly lower costs.

Labor costs increased by S$86,853, or 6.8%, from S$1,280,955 for the year ended December 31, 2023 to S$1,367,808 ($1,001,177) for the year ended December 31, 2024, this increase was primarily due to additional labor required for three major projects that involved rework. Other direct costs increased by S$89,620, or 14.3%, from S$628,274 for the year ended December 31, 2023 to S$717,894 ($525,468) for the year ended December 31, 2024. This surge was mainly attributed to additional dormitory rental costs due to the operation of an extra dormitory this year.

Gross Profit

For the years ended December 31, 2023 and 2024, our gross profits were S$4,641,565 and S$904,092 ($661,756), respectively, and our gross profit margins were approximately 34.8% and 10.3%, respectively. Our gross profit decreased by S$3,737,473, or approximately 80.5% primarily due to a significant decline in revenue recognized and lower margins resulting from a more competitive market environment in 2024. Additionally, there was addition costs incurred to maintain relationship with certain customers who require additional work for renovation, which placed additional pressure on the gross profit margin. We expects this type of additional costs to be rare exceptions.

General and Administrative Expenses

The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.

General and administrative expenses consisted primarily of staff expenses, depreciation and amortization, operating lease expenses, medical and insurance, transport and entertainment, professional fees, provision for fines and charges and other miscellaneous expenses. General and administrative expenses increased by S$308,138 or 17.9%, from S$1,720,155 for the year ended December 31, 2023, to S$2,028,293 ($1,484,624) for the year ended December 31, 2024, primarily driven by higher advisory fees incurred during the fourth quarter of 2024. Professional fees increased by S$307,966 or 81.3%, from S$378,778 for the year ended December 31, 2023, to S$686,744 ($502,667) for the year ended December 31, 2024, this surge was primarily driven by higher professional fees associated with the company’s IPO. Other miscellaneous expenses decreased by S$58,188 or approximately 59.6%, from S$97,630 for the year ended December 31, 2023 to S$39,442 ($28,870) for the year ended December 31, 2024. The decline was primarily due to a reduction in the allowance for credit losses, which amounted to S$30,037 for the year, compared to a higher provision in the prior year. The staff expenses increase by S$151,223, or 18.2% from S$832,317 for the year ended December 31, 2023 to S$983,540 ($719,909) for the year ended December 31, 2024 as the company maintained the workforce to preserve operational capabilities and avoid the long-term costs of talent attrition and rehiring. Provision for fines and charges decreased by S$29,816, or 66.8% from S$44,666 for the year ended December 31, 2023 to S$14,850 ($10,870) for the year ended December 31, 2024, mainly due to fewer operational incidents during the year.

Interest Expenses, Net

Interest expenses, net mainly included accrued interest from loans and borrowings, lease liabilities and amount due to related parties. Interest expenses, net increased by S$30,604, or approximately 39.2% from S$78,069 for the year ended December 31, 2023, to S$108,673 ($79,544) for the year ended December 31, 2024. The increase was mainly due to an increase in accrued interest expenses from amount due to a related party and interest generated from the bank loans for the year ended December 31, 2024.

Other Income

Other income primarily consisted of government grants and other miscellaneous income. Other income increased by S$10,952 or approximately 44.1% from S$24,834 for the year ended December 31, 2023, to S$35,786 ($26,194) for the year ended December 31, 2024. The increase was principally attributable to higher interest income earned from short-term lending activities to a third party.

Income Tax Expense

Our income tax expenses were S$478,009 for the year ended December 31, 2023 and income tax benefit was S$165,950 ($121,468) for the year ended December 31, 2024. The lower income tax expenses in 2024 align with our decreased income before tax, which primarily due to the loss and reverse of DTL arising from the unbilled revenue.

Net Income (loss)

As a result of the foregoing, our profit for the year decreased by S$3,421,304, or approximately 143.1%, from S$2,390,166 for the year ended December 31, 2023, to a loss of S$1,031,138 ($754,750) for the year ended December 31, 2024.

Earnings (loss) Per Share

Our earnings (loss) per share decreased by approximately S$0.17, or 141.7%, from approximately S$0.12 for the year ended December 31, 2023 to a loss of approximately S$0.05 ($0.04) for the year ended December 31, 2024. The computation of earnings per share is based on 21,500,000 of the total issued and outstanding shares of our Class A Ordinary Shares and Class B Ordinary Shares, retrospectively after a reorganization of our company.

Liquidity and Capital Resources

As of December 31, 2023 and 2024, our cash balances amounted to approximately S$698,106 and S$3,373,424 ($2,469,202), respectively, and our current assets were S$6,048,082 and S$10,731,442 ($7,854,956), respectively, and our current liabilities were S$3,363,968 and S$4,002,580 ($2,929,718), respectively. For the years ended December 31, 2023 and 2024, we generated profit for the year of S$2,390,166 and a loss of S$1,031,138 ($754,750), respectively.

In assessing our liquidity, the management believes that our current cash and working capital will be sufficient to support our continuous operations and meet our 3^rd parties’ payment obligations when liabilities fall due within the next 12 months from the date of issuance of the consolidated financial statements.

Our liquidity needs are primarily driven by working capital requirements and operating expense obligations. To date, we have financed our operations mainly through successful IPO in 2024. We have also started to seek additional financing from local banks and financial institutions to fund our ongoing operations. As of December 31, 2023 and 2024, our outstanding loans and borrowings amounted to S$1,266,265 and S$835,800 ($611,770), respectively, with annual interest rates ranging from 2.75% to 8.80% and repayment periods of between one to five years.

We believe that our current cash and loans from banks, and the net proceeds from our initial public offering will be sufficient to meet our working capital needs in the next 12 months from the date of these consolidated financial statements are issued. However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decide to accelerate our growth beyond our initial expectations, then additional financing may be required. No assurance can be provided, however, that additional financing, if necessary, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the periods indicated.

Operating Activities

Changes in cash flow from operating activities from the year ended December 31, 2023 to the year ended December 31, 2024

We had net cash used in operating activities of S$531,270 ($388,868) for the year ended December 31, 2024, compared to net cash used in operating activities of S$1,369,386 for the year ended December 31, 2023. The decrease in cash flow used in operating activities for year ended December 31, 2024, is primarily a result of:

(1) an increase in contract assets of S$138,678 ($101,506) for the year ended December 31, 2024, as compared to an increase in contract assets of S$4,061,592 for the year ended December 31, 2023, as the decrease occurred due to fewer new contracts being secured to replenish our project pipeline; and

(2) a decrease in other assets of S$161,948 ($118,539) for the year ended December 31, 2024, as compared to a decrease in other assets of S$18,670 for the year ended December 31, 2023, driven by realization of prepaid expenses during the year ended December 31, 2024,

(3) a decrease in accounts receivable of S$239,017 ($174,950) for the year ended December 31, 2024, as compared to an increase in accounts receivable of S$208,457 for the year ended December 31, 2023, this change reflects timely collection from customers; and

(4) a decrease in account receivable of a related party of S$125,941 ($92,183) for the year ended December 31, 2024, as compared to an increase in accounts receivable of related party of S$185,694 for the year ended December 31, 2023, primarily due to timely repayment from the related party.

Investing Activities

For the year ended December 31, 2023, net cash provided by investing activities was S$995,121, which was primarily consisted of repayment of amount from a related party of S$1,000,000 and offset by purchase of property and equipment, mainly in computer equipment of S$4,879.

For the year ended December 31, 2024, net cash used in investing activities was S$2,621,944 ($1,919,151), which was a loan to a third party.

Financing Activities

For the year ended December 31, 2023, net cash provided by financing activities was S$723,686 which was primarily consisted of proceeds from loans and borrowings of S$1,050,000 and proceeds from a related party of S$584,328, and offset by repayment of loans and borrowings of S$439,850, repayment to a related party of S$212,051, payment of deferred offering costs of S$200,526 and payment for finance lease obligations of S$58,215.

For the year ended December 31, 2024, net cash provided by financing activities was S$5,577,867 ($4,082,758) which was primarily consisted of net proceeds from IPO of S$5,618,568 ($4,112,550), proceeds from related parties of S$450,368 ($329,650), offset by repayment of loans and borrowings of S$430,465 ($315,082) and payment for finance lease obligations of S$60,604 ($44,360).

Capital Expenditures

We incurred capital expenditures of S$4,879 for the year ended December 31, 2023, primarily driven by purchase of computer equipment. No capital expenditures were incurred for the year ended December 31, 2024 and 2025, as there were no purchases of property or equipment. We do not have any other material commitments to capital expenditures as of December 31, 2025 or as of the date of this annual report.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s deficit/(equity) or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Contractual Obligations

The following tables set forth certain contractual obligations as of December 31, 2024 and 2025 and the timing and effect that such obligations are expected to have on our liquidity and capital requirements in future periods:

Concentration of Credit Risk

Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash, accounts receivable, accounts receivable – a related party, and contract assets. The maximum exposures of such assets to credit risks are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Singapore and United States of America. As of December 31, 2024 and 2025, S$3,373,424 and S$3,807,796 ($2,961,191) were deposited with financial institutions located in Singapore and United States of America, respectively. The Deposit Protection Scheme introduced by the Singapore Government insured each depositor at one bank for a maximum amount of S$100,000. The Federal Deposit Insurance Corporation provides coverage of US$250,000 per depositor. The Company believes that no significant credit risk exists as these financial institutions have high credit quality and the Company has not incurred any losses related to such deposits.

For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company determines its allowance for credit losses for account receivable using an aging schedule. The Company estimates the credit loss rates based on historical loss information, aging of receivables and current, reasonable and supportable management’s judgements. Forecasted economic conditions compared to the economic conditions using the historical information. The management believes that its contract acceptance, billing and collection policies are adequate in minimizing material credit risk. Application of progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables.

Credit risk on accounts receivable – a related party is not significant as the timing of payment is controlled by common director and shareholders taking into account cash flow requirements of the Company and there has been no significant increase in the risk of default nor impairment recognized on the accounts receivable – a related party since initial recognition.

Currency risk

Our company’s operating activities are transacted in S$. Foreign exchange risk may arise from future commercial transactions, and from fluctuations and the degree of volatility of foreign exchange rates between $ and S$.

Concentration of Customers

For the year ended December 31, 2023, four customers accounted for approximately 17%, 17%, 15% and 12% of the Company’s total revenue. For the year ended December 31, 2024, three customers accounted for approximately 20%, 19%, and 18% of the Company’s total revenue. For the year ended December 31, 2025, four customers accounted for approximately 26%, 20%, 16% and 13% of the Company’s total revenue.

As of December 31, 2024, three customers accounted for approximately 28%, 32% and 40% of the total accounts receivable. As of December 31, 2025, the accounts receivable balance was nil, and therefore no customers accounted for any percentage of the total. 

Concentration of Vendors

For the years ended December 31, 2023, and 2024, our company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases. For the year ended December 31, 2025, one significant supplier individually accounted for more than 10% of total purchases.

The table below sets out the suppliers or subcontractors who accounted for 10% or more of our company’s total accounts payable as of December 31, 2024 and 2025.

C. Research and Development, Patent and Licenses, etc.

Please refer to “Item 4. Information on the Company - B. Business Overview”.

D. Trend Information

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on revenues, income, profitability, liquidity, or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E. Critical Accounting Estimates

Critical Accounting Estimates

Our company recognizes revenue based on our company’s actual contract costs incurred to the satisfaction of a performance obligation relative to the total estimated costs for the satisfaction of that performance obligations. This input method faithfully depicts the transfer of value to the customer when our company is satisfying a performance obligation that includes several interrelated tasks or activities for a combined output that requires our company to coordinate the work of subcontracts and employees.

The critical estimate is the total estimated costs, which includes labor, materials, overhead, and subcontractor expenses. Accurate estimates are vital to avoid cost overruns and ensure profitability and is crucial to the revenue recognition based on the calculation of percentage of completion. To ensure the reasonableness of the total estimated cost, we usually rely on historical data, industry benchmarks, and professional expertise to develop these estimates on individual project level. Regular reviews and adjustments are necessary as new information becomes available throughout the project lifecycle. The following describes how we apply the key assumptions:

Project Scope: Changes in the project scope can affect cost estimates and, consequently, the completion percentage.

Schedule Variability: Delays or accelerations in project timelines can impact the percentage of completion.

Cost Overruns and Underruns: Unexpected increases or decreases in costs can skew percentage calculations. Regularly updating estimates is critical.

Forecasting Future Costs: Accurate forecasting of remaining costs is crucial. This may involve historical data, industry standards, and professional judgment based on project specifics and conditions.

Contract costs typically include direct labor, subcontract, professional costs, material and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period.

When the current estimates of the total amount of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract costs indicate a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expenses), and not as a reduction of revenue or a non-operating expense. The total loss on contracts is negligible for the years ended December 31, 2023, 2024 and 2025.

Our company recognizes revenue over time for all projects throughout the contract period.

Recently Issued Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 3 to the consolidated financial statements, “Summary of Significant Accounting Policies”.

Item 6. Directors, Senior Management and Employees

6.A. Directors and Senior Management

The following table sets forth the names, ages and titles of our directors and executive officers:

Independent Directors: 

The following is a brief biography of each of our executive officers and directors.

There are no other arrangements or understandings with major shareholders pursuant to which any person referred to above was selected as a director or member of senior management, except for Siew Yian Lee, who is the controlling shareholder of Avanta (BVI) Limited, our majority shareholder, and was appointed as one of our directors based on such association.

Directors and Officers

Mr. Zhuo Wang is our Chairman and Chief Executive Officer. Mr. Wang is responsible for the overall business management of our Group. He has extensive experience in sales and marketing and the management of companies, previously serving as the marketing manager of Springview Singapore from August 2011 to October 2012, and from June 2018 to present. In April 2018, Mr. Wang was appointed as a director of Mingzhu Logistics Holdings Limited (Nasdaq: YGMZ), a Nasdaq listed company involved in trucking and transportation. Mr. Wang is also an independent director and the audit committee chair of Metal Sky Star Acquisition Corporation (Nasdaq: MSSA), a Nasdaq listed special purpose acquisition company, and has served as such since June 2021. Mr. Wang obtained a Bachelor of Science degree in business management from Babson College in 2007.

Ms. Siew Yian Lee is our Executive Director. Ms. Lee is responsible for managing and directing our company’s building works, overseeing their execution and performance. With extensive experience spanning over two decades in the building contractor and construction industries in Singapore, Ms. Lee has served as a director in Springview Singapore since January 2003. Ms. Lee holds a Bachelor of Engineering degree from the Nanyang Technological University. Ms. Lee is an approved person of Class 2 general builder’s license.

Ms. Lyu Liyan is our Chief Financial Officer. Ms. Lyu was appointed as Chief Financial Officer on February 1, 2026. Ms. Lyu has over nine years of experience in accounting, audit, financial management and corporate finance. From August 2022 to January 2026, she served as a project manager at CICM (Shenzhen) Management Consulting Limited, where she participated in initial public offerings, mergers and acquisitions and other capital-raising transactions, including the preparation of regulatory filings and responses to inquiries from the U.S. Securities and Exchange Commission and Nasdaq. From September 2021 to July 2022, she served as a financial manager at Shenzhen Shenliang Cold Chain Logistics Co., Ltd. From May 2019 to September 2021, she served as a project manager at Zhong Hui Certified Public Accountants (Special General Partnership), Shenzhen Branch, leading audit and advisory engagements. From November 2015 to May 2018, she served as a senior auditor at Tianjian Accounting Firm (Special General Partnership), Shenzhen Branch. Ms. Lyu holds a Master of Economics degree from the Central University of Finance and Economics and a Bachelor of Commerce (Honors in Business Administration) from the University of Windsor, and is a Fellow of the Association of International Accountants.

Each of Mr. Wang and Ms. Lee has entered into a director’s agreement with us. Any director’s agreement may be terminated for any or no reason by the director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of our company’s issued and outstanding ordinary shares entitled to vote.

Independent Directors

Mr. Xirui Guo is an independent director. He has served as Chief Financial Officer of Youxin Technology Ltd since December 2024. Since July 2021, he has served as Executive Director of IBD at Fern Win Group, where he has provided finance and listing consulting services to pre-IPO projects. From January 2021 to July 2021, Mr. Guo served as Deputy General Manager and Chief Financial Officer of Shenzhen Chuang Fei Ge (CFG) Environmental Ltd., where he was responsible for IPO preparation work and establishing legal compliance and internal control systems. From September 2018 to December 2020, Mr. Guo served as Assistant President of Yong Cheng Ying Fu (YCYF) Asset Management Ltd., where he led investment teams and successfully invested over RMB200 million in projects. From June 2017 to September 2018, Mr. Guo served as Managing Director of the Legal and Compliance Department of Huarong (HK) Industrial & Financial Investment Ltd., a subsidiary of China Huarong Asset Management Co., Ltd., where he participated in investment projects and was responsible for establishing legal and compliance functions. From September 2014 to May 2017, Mr. Guo served as Finance Controller of Pure Fiji Australia Pty Ltd. Mr. Guo received a Master of Accounting degree from Macquarie University and a Bachelor of Law degree from Sichuan University.

Mr. Mikael Charette is an independent director. He has served as an independent director at Mingzhu Logistics Holding Ltd (Nasdaq: YGMZ) since November 2020, overseeing trucking and delivery services in China. His leadership extends to roles such as Vice Chairman and Director at Cancham Shanghai, where he represented the Canadian business community’s interests, and Vice President at Fung & Yu CPA Ltd, contributing to the growth of a respected regional CPA firm. Additionally, he is the Founding Partner and CEO of Wellfunded Enterprise Ltd, an innovative investment fund fostering cross-border collaboration in cleantech, healthtech, and digital innovation. As the CEO-Lawyer of Well Asia Group since May 2006, he manages assets and offers immigration services globally. His entrepreneurial spirit is further evident as the CEO-Lawyer of Frontier Immigration Services Ltd, providing consulting and investment services to high-net-worth individuals. He has also played pivotal roles at Harvey Law Group, Light Up Air, and has served in various directorial positions. Mr. Charette holds a Master-in-Law (LL.M.) degree from City University of Hong Kong, graduating cum laude, with a global academic background including an international intellectual property exchange program at Oxford University and a Common Law Baccalaureate (JD) from the University of Victoria, where he actively engaged in law review editing and organized charity events, culminating in summa cum laude honors for his License in Civil Law (LL.L.) from the University of Ottawa.

Mr. Chin Leng Tan is an independent director. Mr. Chin Leng Tan has served as Business Development Director of CIIHE (UK) since June 2024. From May 2019 to May 2024, Mr. Tan served as Asia Country Head of OTHM Qualifications (UK), where he was responsible for establishing a strong and sustainable presence for OTHM qualifications across Asia by developing the market, building trusted delivery networks, and securing the necessary regulatory approvals. From February 2015, Mr. Tan served as Chief Executive Officer of City Metropolitan College, where he was responsible for setting up the college, obtaining the license to operate and conduct diploma and advanced diploma courses in Singapore, and turning the college from a negative to positive P&L. From February 2013, Mr. Tan served as Special Project Director of Coleman College. From January 2012, Mr. Tan served as Managing Director of United World School of Business. From December 2006 to May 2009, Mr. Tan served as Supply Chain Manager of Thales Aerospace Asia Limited. Mr. Tan received a Doctorate of Business Administration degree from International University of Georgia, a Master of Business Administration degree in General Management from Central Queensland University, and a Bachelor of Business degree in Transport and Logistics Management from Royal Melbourne Institute of Technology University.

Family Relationships

None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors, director appointees or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

6.B. Compensation

Employment Agreement between Springview Cayman and Mr. Zhuo Wang

Effective as of November 15, 2023, our company entered into an Employment Agreement with Mr. Zhuo Wang. Zhuo Wang is entitled to an annual base salary of $36,000 from Springview Cayman, payable on a monthly basis. Zhuo Wang’s employment will continue indefinitely, subject to termination by either party to the agreement upon one month’s prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Mr. Zhuo Wang shall not, during the term of the agreement and for 24 months after cessation of employment, carry on business in competition with the Group.

Employment Agreement between Springview Singapore and Mr. Zhuo Wang

On April 2, 2018, Springview Singapore entered into an employment agreement with its Marketing Manager, Zhuo Wang. Mr. Wang is entitled to a monthly base salary of S$8,000.

Employment Agreement between Springview Cayman and Ms. Siew Yian Lee

Effective as of November 15, 2023, our company entered into an Employment Agreement with Ms. Siew Yian Lee. Ms. Lee is entitled to an annual base salary of $36,000 from Springview Cayman, payable on a monthly basis. Ms. Lee’s employment will continue indefinitely, subject to termination by either party to the agreement upon one month’s prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Ms. Lee shall not, during the term of the agreement and for 24 months after cessation of employment, carry on business in competition with the Group.

Employment Agreement between Springview Singapore and Ms. Siew Yian Lee

On September 11, 2005, Springview Singapore entered into an employment agreement with its Executive Director, Ms. Siew Yian Lee. Ms. Lee is entitled to a monthly base salary of S$3,000. Effective as of July 1, 2022, Ms. Lee’s monthly salary at Springview Singapore increased to S$5,000 per month.

Employment Agreement between the Company and Ms. Lyu Liyan