UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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

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

For the fiscal year ended December 31, 2024

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

For the transition period from ____________ to _____________

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

Date of event requiring this shell company report _____________

Commission file number 001-42566

WF Holding Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Lot 3893, Jalan 4D

Kg. Baru Subang

Seksyen U6, 40150 Shah Alam

Selangor, Malaysia

(Address of principal executive offices)

Chee Hoong Lew, Chief Executive Officer

Tel: 60-378471828

Email: corporate@winfung.com.my

Lot 3893, Jalan 4D

Kg. Baru Subang

Seksyen U6, 40150 Shah Alam

Selangor, Malaysia

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, par value $0.00005

WFF

The Nasdaq Stock Market LLC

Securities registered or to be 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: 22,950,000 Ordinary Shares

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit 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.

Large accelerated filer ☐	Accelerated filer ☐		Non-accelerated filer	☒
			Emerging growth company	☒

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 by the registered public accounting firm that prepared or issued its audit report. ☐

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). ☐

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

U.S. GAAP ☒

International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐

Other ☐

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 this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

WF Holding Limited

Annual Report on Form 20-F

Year Ended December 31, 2024

TABLE OF CONTENTS

		PART I

Item 1.	Identity of Directors, Senior Management and Advisers		1

Item 2.	Offer Statistics and Expected Timetable		1

Item 3.	Key Information		1
	3.A.	[Reserved]	1
	3.B.	Capitalization and Indebtedness	1
	3.C.	Reasons for the Offer and Use of Proceeds	1
	3.D.	Risk Factors	1

Item 4.	Information on the Company		16
	4.A.	History and Development of the Company	16
	4.B.	Business Overview	16
	4.C.	Organizational Structure	27
	4.D.	Property, Plants and Equipment	27

Item 4A.	Unresolved Staff Comments		28

Item 5.	Operating and Financial Review and Prospectus		28
	5.A.	Operating Results	28
	5.B.	Liquidity and Capital Resources	32
	5.C.	Research and Development, Patents, Licenses, Etc.	34
	5.D.	Trend Information	34
	5.E.	Critical Accounting Estimates	35

Item 6.	Directors, Senior Management and Employees		37
	6.A.	Directors and Senior Management	37
	6.B.	Compensation	39
	6.C.	Board Practices	39
	6.D.	Employees	42
	6.E.	Share Ownership	42
	6.F.	Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation	42

Item 7.	Major Shareholders and Related Party Transactions		43
	7.A.	Major Shareholders	43
	7.B.	Related Party Transactions	43
	7.C.	Interests of Experts and Counsel	44

Item 8.	Financial Information		44
	8.A.	Consolidated Statements and Other Financial Information	44
	8.B.	Significant Changes	45

Item 9.	The Offer and Listing		45
	9.A.	Offer and Listing Details	45
	9.B.	Plan of Distribution	45
	9.C.	Markets	45
	9.D.	Selling Shareholders	45
	9.E.	Dilution	45
	9.F.	Expenses of the Issue	45

Item 10.	Additional Information		45
	10.A.	Share Capital	45

	10.B.	Memorandum and Articles of Association	46
	10.C.	Material Contracts	46
	10.D.	Exchange Controls	46
	10.E.	Taxation	46
	10.F.	Dividends and Paying Agents	46
	10.G.	Statement by Experts	46
	10.H.	Documents on Display	46
	10.I.	Subsidiary Information	46
	10.J.	Annual Report to Security Holders	47

Item 11.	Quantitative and Qualitative Disclosures About Market Risk		47

Item 12.	Description of Securities Other Than Equity Securities		47

		PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies		48

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		48

Item 15.	Controls and Procedures		48

Item 16.	[Reserved]		49

Item 16A.	Audit Committee Financial Expert		49

Item 16B.	Code of Ethics		49

Item 16C.	Principal Accountant Fees and Services		49

Item 16D.	Exemptions From the Listing Standards for Audit Committees		50

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		50

Item 16F.	Change in Registrant’s Certifying Accountant		50

Item 16G.	Corporate Governance		50

Item 16H.	Mine Safety Disclosure		50

Item 16I.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections		50

Item 16J.	Insider Trading Policies		50

Item 16K.	Cybersecurity		51

		PART III

Item 17.	Financial Statements		52

Item 18.	Financial Statements		52

Item 19.	Exhibits		52

INTRODUCTORY NOTES

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” are to WF Holding Limited and its consolidated subsidiary, Win-Fung Fibreglass Sdn. Bhd., or Win-Fung.

Foreign Currency Translations

Our reporting currency is the U.S. dollar and our functional currency is the Ringgit Malaysia, or RM. This report contains translations of RM into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RM into U.S. dollars in this report were made at a rate of RM4.4695 per US$1.00, the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board in effect as of December 31, 2024. On April 25, 2025, the noon buying rate for RM was RM4.3704 per US$1.00. We make no representation that the RM or U.S. dollar amounts referred to in this report could have been or could be converted into U.S. dollars or RM, as the case may be, at any particular rate or at all. The Malaysian government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RM into foreign exchange and through restrictions on foreign trade.

All references in this report to “U.S. dollars,” “dollars,” “US$” and “$” are to the legal currency of the United States and all references to “RM” are to the legal currency of Malaysia.

Special Note Regarding Forward-Looking Statements

This report 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 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. Forward-looking statements include, but are not limited to, statements about:

●

our goals and strategies;

●

our future business development, financial condition and results of operations;

●

our projected revenues, profits, earnings and other estimated financial information;

●

the growth of and competition trends in our industry;

●

our expectations regarding demand for, and market acceptance of, our products and services;

●

our ability to maintain strong relationships with our customers and suppliers;

●

fluctuations in general economic and business conditions in the markets in which we operate; and

●

relevant government policies and regulations relating to our industry.

In some cases, 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 comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Item 3. Key Information—3.D. Risk Factors” and elsewhere in this 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.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

iii

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not Applicable.

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

Not Applicable.

3.D. Risk Factors

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this annual report, before purchasing our ordinary shares. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this annual report, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Introductory Notes—Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Maintaining our engineering and product development activities and manufacturing operations require significant capital expenditures and operating working capital, and our inability or failure to maintain our operations could have a material adverse impact on our market share and ability to generate revenue.

We made capital expenditures of $51,519, $73,087 and $125,813 during the years ended December 31, 2024, 2023 and 2022, respectively. We may incur significant additional capital expenditures as a result of unanticipated expenses, regulatory changes and other events that impact our business. If we are unable or fail to timely obtain capital on acceptable terms and adequately maintain our manufacturing capacity, we could lose customers and there could be a material adverse impact on our market share and our ability to generate revenue.

We may not be able to accurately plan our production based on our sales contracts, which may result in excess product inventory or product shortages.

Our sales contracts typically provide for a non-binding, 6-month forecast on the quantity of products that our customers may purchase from us. We typically have only a 15-to-90-day lead time to manufacture products to meet our customers’ requirements once our customers place orders with us. To meet the short delivery deadline, we generally make significant decisions on our production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on our estimate in light of this forecast, our past dealings with such customers, market conditions and other relevant factors. Our customers’ final purchase orders may not be consistent with our estimates. If the final purchase orders substantially differ from our estimates, we may have excess product inventory or product shortages. Excess product inventory could result in unprofitable sales or write-offs as our products are susceptible to obsolescence and price declines. We regularly assess inventories for estimated obsolescence or unmarketable products and write down the difference between the cost of the inventories and the estimated net realizable values based upon assumptions about future sales and supplies on-hand. For the years ended December 31, 2024, 2023 and 2022, we did not record an allowance for slow moving and obsolete inventory, but we may record such allowances in future periods. Furthermore, although we have not experienced product shortages in the past, if we did experience such shortages, producing additional products to make up for such shortages within a short time frame may be difficult, making us unable to fill out the purchase orders. In either case, our results of operation would fluctuate from period to period.

We face intense competition from other FRP manufacturers, which may have significantly greater resources.

We have faced and will continue to face competition from other fiberglass reinforced plastic, or FRP, manufacturers, such as Aceon Composite Sdn Bhd, Cradotex (M) Sdn Bhd, Heng Lee Composite Engineering Sdn Bhd, Hexagon MF Composite Sdn Bhd, Intralink Techno Sdn Bhd, Joncan Composites Sdn Bhd, Mui Fatt Industries Sdn Bhd, Nova FRP Sdn Bhd, Win-Han FRP Technology Sdn Bhd and Yunku FRP Sdn Bhd. Many of these existing competitors may have greater financial, personnel, technical, manufacturing, marketing, sales and other resources than we do. As a result, these competitors may be in a stronger position to respond quickly to market opportunities, new or emerging technologies and evolving industry standards. Many of our competitors are developing a variety of FRP products which are expected to compete with our existing product lines. It is possible that our competitors will be able to introduce new products with more desirable features than ours and their new products will gain market acceptance. If our competitors successfully do so, we may not be able to maintain our competitive position and our future success would be materially and adversely affected.

We may not be able to substantially increase our manufacturing output in order to maintain our cost competitiveness.

We believe that our ability to provide cost-effective products is one of the most significant factors that contributed to our past success and will be essential for our future growth. We need to increase our manufacturing output to a level that will enable us to substantially reduce the cost of our products on a per unit basis through economies of scale. However, our ability to substantially increase our manufacturing output is subject to significant constraints and uncertainties, including:

●

the need to raise significant additional funds to purchase and prepay raw materials or to build additional manufacturing facilities, which we may be unable to obtain on reasonable terms or at all;

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delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as increases in raw material prices and problems with equipment vendors;

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delays or denial of required approvals by relevant government authorities;

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diversion of significant management attention and other resources; and

●

failure to execute our expansion plan effectively.

If we are unable to increase our manufacturing output because of any of the risks described above, we may be unable to maintain our competitive position or achieve the growth we expect. Moreover, even if we expand our manufacturing output, we may not be able to generate sufficient customer demand for our products to support our increased production output.

If we fail to properly manage our anticipated growth, our business could suffer.

The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations, financial condition and cash flow. Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve our development and expansion goals and strategies.

We may incur significant costs because of the warranties we supply with our products.

We typically offer warranties against any defects due to material selections and workmanship for a period of 6 months to 84 months from the date of delivery. Standard warranties, encompassing repair, replacement, or return for product defects, are accrued in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. We continually review these warranties and will make adjustments to accruals accordingly in response to changes in experience or cost trends. Because our historical records indicate minimal customer return and warranty claims, we have not recorded any warranty accruals as of December 31, 2024, 2023 and 2022. There is no assurance that future warranty claims will be consistent with past history, and in the event that we experience a significant increase in warranty claims, there is no assurance that the rectification costs will be low. This could have a material adverse effect on our business, financial condition and results of operations.

Defects in our products could result in a loss of customers and decrease in revenue, unexpected expenses and a loss of market share.

Defects in our products could result in a loss of customers and decrease in revenue, unexpected expenses and a loss of market share, and if any of our products are found to have reliability, quality or compatibility problems, we will be required to accept returns, provide replacements, provide refunds, or pay damages. While we have not incurred significant product liability claims in the past, we may be required to incur substantial amounts to indemnify our customers in respect of their product quality claims against us, which would materially and adversely affect the results of our operations and severely damage our reputation.

We may not have insurance coverage against all damage or losses relating to our facilities.

We currently have insurance coverage for certain machinery and equipment and buildings located at our facilities. If we were to suffer any losses or damage to our facilities before the purchase of insurance policies that provide adequate coverage, our business, financial condition and results of operations may be materially and adversely affected.

In addition, we maintain property insurance coverage against certain property and inventory damages and losses. However, such insurance may not adequately compensate us for any such losses and will not address a loss of customers as a result of property damage and consequent disruptions to operations or may have large deductibles insufficient to support our continuing operations. If damages or losses exceed the insurance coverage, we may not be able to return to operation for an extended period of time, potentially even threatening our viability. In addition, insurance coverage is expensive, may be difficult to obtain and may not be available in the future on acceptable terms or at all. A significant increase in the cost of insurance coverage could adversely affect our business, financial condition and results of operations.

A significant portion of our revenue has recently been generated from a limited number of customers and a loss of these customers, or any other key customers, could adversely affect our results of operations.

For the year ended December 31, 2024, three customers accounted for approximately 12%, 12% and 13% of our revenue, respectively, and for the year ended December 31, 2023, the first customer accounted for 14% of our revenue (no single customer accounted for more than 10% of our revenue for the year ended December 31, 2022). The increase in customer concentration was driven by major project deliveries to Singapore and Australia, requiring a significant allocation of our capacity and resources and resulting in significant revenue during the periods. Since this customer concentration is tied to specific projects, we believe that this elevated concentration will be temporary. However, we cannot guarantee that we will not continue to experience customer concentrations in the future.

Presently, we do not have a long-term contract with these or any other key customers and primarily sell our products on the basis of individual purchase orders or on a per project basis, and the loss of these or any other key customers could have a material adverse effect on our results of operations.

Further, if any of our key customers default, declare bankruptcy or otherwise delay or fail to pay amounts owed, or we otherwise have a dispute with any of these customers, our results of operations would be negatively affected in the short term and possibly the long term. The loss of revenue from any of our key customers would cause significant fluctuations in our results of operations because our expenses are generally fixed in the short term and it takes us a long time to replace customers or reassign resources.

There is also a risk that our customers will attempt to impose new or additional requirements on us that reduce the profitability of the orders placed by those customers. Further, even if the orders are not changed, these orders may not generate margins equal to our recent historical or targeted results. If we do not book more orders with existing customers, or develop relationships with new customers, we may not be able to increase, or even maintain, our revenue, and our financial condition, results of operations, business and/or prospects may be materially adversely affected.

We do not have long-term purchase commitments from our customers, which may result in significant uncertainties and volatility with respect to our revenue from period to period.

We do not have long-term purchase commitments from our customers and the term of our sales contracts with our customers is typically one year or less. Furthermore, these contracts leave certain major terms such as price and quantity of products open to be determined in each purchase order. These contracts also allow parties to re-adjust the contract price for substantial changes in market conditions. As a result, if our customers hold stronger bargaining power than us or the market conditions are in their favor, we may not be able to enjoy the price downside protection or upside gain. Furthermore, our customers may decide not to continue placing purchase orders with us in the future at the same level as in prior periods. As a result, our results of operations may vary from period to period and may fluctuate significantly in the future.

We depend on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause us to breach our sales contracts with our customers.

We purchase certain key raw materials and finished goods, including resin, chopped strand mat, woven roving, grating, hollow section, c-channel, plywood and ethylene propylene diene monomer sheets, from suppliers in Malaysia and overseas. Historically, we have been able to obtain an adequate supply of raw materials and do not anticipate any shortage of these materials. We purchase raw materials and finished goods on the basis of purchase orders and do not have long-term contracts with our suppliers. For the year ended December 31, 2024, three suppliers accounted for 27%, 23% and 12%, respectively, of our total purchases. No single supplier accounted for more than 10% of our total purchases for the years ended December 31, 2023 and 2022. Due to the availability of numerous alternative suppliers, we do not believe that the loss of any single supplier would have a material adverse effect on our financial condition or results of operations. However, in the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply of these raw materials and finished goods from our existing suppliers or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key raw materials and finished goods in a timely fashion, it would result in a significant delay in our production and shipments, which may cause us to breach our sales contracts with our customers. Furthermore, failure to obtain sufficient supply of these raw materials and components at a reasonable cost could also harm our revenue and gross profit margins.

Interruptions in deliveries of raw materials could adversely affect our revenue or profitability.

Our dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver raw materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of raw materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary raw material could cause us to cease manufacturing or selling one or more of our products for a period of time. Although we have not experienced any significant interruptions of deliveries in the past, if we were to experience such interruptions, they could have a material adverse effect on our results of operations.

We depend on third-party delivery services, for both inbound and outbound shipping, to deliver our products to our customers on a timely and consistent basis, and any deterioration in our relationship with any one of these third parties or increases in the fees that they charge could harm our reputation and adversely affect our business and financial condition.

We rely on third parties for the shipment of our products, both inbound and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable to us, or at all. Shipping costs have increased from time to time, and may continue to increase, and we may not be able to pass these costs directly to our customers.

Any increased shipping costs could harm our business, prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could negatively affect our operating results. In addition, we utilize a variety of shipping methods for both inbound and outbound logistics. We rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business and financial condition. We also rely on parcel freight based upon the product and quantities being shipped and customer delivery requirements. These freight costs have increased on a year-over-year basis and may continue to increase in the future. We also ship a number of oversized products which may trigger additional shipping costs by third-party delivery services. Any increases in fees would increase our shipping costs which could negatively affect our operating results.

In addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required to use alternative carriers for the shipment of products to our customers. Changing carriers could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking and delays in order processing and product delivery, and we may be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.

If our fulfillment operations are interrupted for any significant period of time or are not sufficient to accommodate increased demand, our sales could decline and our reputation could be harmed.

Our success depends on our ability to successfully receive and fulfill orders and to promptly deliver our products to our customers. Most of the orders for our products are filled from our inventory in our distribution center, namely our suppliers’ warehouse, where all our inventory management, packaging, labeling and product return processes are performed. Increased demand and other considerations may require us to expand our distribution center or transfer our fulfillment operations to larger or other facilities in the future. If we do not successfully expand our fulfillment capabilities in response to increases in demand, our sales could decline.

In addition, our distribution center is susceptible to damage or interruption from human error, pandemics, fire, flood, power loss, telecommunications failures, terrorist attacks, acts of war, break-ins, earthquakes and similar events. For instance, the Malaysian government instituted intermittent lockdowns throughout the COVID-19 pandemic in 2020 and 2021, which resulted in temporary closures of our facilities at various times, and a reduction in the production of our products, particularly in 2020 before there was a spike in the demand for FRP products in 2021 due to new glove manufacturing factories that were built and the expansion of production facilities by existing glove manufacturers.

We do not currently maintain back-up power systems at our fulfillment center. We do not presently have a formal disaster recovery plan or business interruption insurance. In addition, alternative arrangements may not be available, or if they are available, may increase the cost of fulfillment. Any interruptions in our fulfillment operations for any significant period of time, including interruptions resulting from the expansion of our existing facilities or the transfer of operations to a new facility, could damage our reputation and brand and substantially harm our business and results of operations.

Quality problems with, and product liability claims in connection with, our products could lead to recalls or safety alerts, harm to our reputation, or adverse verdicts or costly settlements, and could have a material adverse effect on our business, financial condition, and results of operations.

Quality is extremely important to us and our customers due to the serious and costly consequences of materials selection and workmanship failure, and our business exposes us to potential product liability risks that are inherent in the design, manufacture and marketing of our products. Manufacturing defects or design flaws could result in an unsafe condition or injury to, or death of, a user of our products. These problems could lead to the recall of, or issuance of a safety alert relating to, our products and could result in unfavorable judicial decisions or settlements arising out of product liability claims and lawsuits, including class actions, which could negatively affect our business, financial condition and results of operations. We regularly review our product liability claims and record contingent liabilities resulting from such claims when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. Although we have not historically experience significant product liability claims and we did not record any contingent liabilities for the years ended December 31, 2024, 2023 and 2022, there is no assurance that claims will be consistent with past history, and in the event that we experience a significant increase in claims, it could have a material adverse effect on our business, financial condition and results of operations.

High quality products are critical to the success of our business. If we fail to meet the high standards that we set for ourselves and that our customers expect, and if our products are the subject of recalls, safety alerts or other material adverse events, our reputation could be damaged, we could lose customers and our revenue could decline.

Any product liability claim brought against us, with or without merit, could be costly to defend and resolve. Any of the foregoing problems, including product liability claims or product recalls in the future, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business, financial condition, and results of operations.

The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our company could affect our ability to successfully grow our business.

Our future success depends in large part upon the continued service of the members of our executive management team and key employees, including our Chee Hoong Lew, our Chief Executive Officer. In addition, our success also depends on our ability to attract and retain qualified technical, sales and marketing, product support, financial and accounting, legal and other managerial personnel. The competition for skilled personnel in the industry in which we operate is intense. Our personnel generally may terminate their employment at any time for any reason. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel, we might not be able to operate our businesses effectively or efficiently, serve our users properly or maintain the quality of our products.

Business interruptions in our facilities may affect the distribution of our products, which may affect our business.

Weather, terrorist activities, war or other disasters, or the threat of them, may result in the closure of one or more of our facilities, or may adversely affect our ability to timely provide products to our customers, resulting in lost sales or a potential loss of customer loyalty. Such a disruption in revenue could potentially have a negative impact on our results of operations, financial condition and cash flows. As noted above, we experienced temporary closures of our facilities at various times during the COVID-19 pandemic, which negatively impacted the production of our products during 2020.

We rely on our computer systems to process transactions and timely provide products to our customers. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches or other catastrophic events. If our systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to process customer transactions. Such a disruption of our systems could negatively impact revenue and potentially have a negative impact on our results of operations, financial condition and cash flows.

Security threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business.

It is essential to our business strategy that our technology and network infrastructure remain secure and is perceived by our customers to be secure. Despite security measures, however, any network infrastructure may be vulnerable to cyber-attacks. Information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign private parties and state actors. We may face cyber-attacks that attempt to penetrate our network security, to sabotage or otherwise disable our website, misappropriate our or our customers’ proprietary information, which may include personally identifiable information, or cause interruptions of our internal systems and services. If successful, any of these attacks could negatively affect our reputation, damage our network infrastructure and our ability to sell our products, harm our relationship with customers that are affected and expose us to financial liability.

We maintain a system of preventive and detective controls through our security programs; however, given the rapidly evolving nature and proliferation of cyber threats, our controls may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations, and we cannot eliminate the risk of human error or employee malfeasance.

In addition, any failure by us to comply with applicable privacy and information security laws and regulations could cause us to incur significant costs to protect any customers whose data was compromised and to restore customer confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations. Such events could lead to lost sales and adversely affect our results of operations.

Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

For the years ended December 31, 2024, 2023 and 2022, approximately 69%, 57% and 30%, respectively, of our revenues were generated from customers located outside Malaysia, which included Singapore, Australia, the United States and other counties in the South Asia region. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will amplify the effects of these risks, which include, among others:

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differences in culture, economic and labor conditions and practices;

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the policies of foreign governments;

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disruptions in trade relations and economic instability;

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social and political unrest;

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natural disasters, terrorist attacks, pandemics or other catastrophic events;

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complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, intellectual property, and anti-corruption and environmental compliance; and

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greater difficulty in accounts receivable collections and longer collection periods.

We are also affected by domestic and international laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws, laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs. Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations. Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how domestic and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations and financial position.

Our results of operations and financial position are also impacted by changes in currency exchange rates. Unfavorable currency exchange rates between the RM, U.S. dollar and foreign currencies could adversely affect us in the future. Fluctuations in currency exchange rates may present challenges in comparing operating performance from period to period.

There are other risks that are inherent in our international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others, competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions, government-imposed operational shutdowns, natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

Additionally, if the opportunity arises, we may expand our operations into new and high-growth international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. If we are unsuccessful in expanding into new or high-growth international markets, it could adversely affect our operating results and financial condition.

Our international operations require us to comply with anti-corruption laws and regulations in the various international jurisdictions in which we do business.

Doing business on a worldwide basis requires us to comply with the laws and regulations of Malaysia and various international jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to Malaysian and foreign anti-corruption laws and regulations, such as the Malaysian Anti-Corruption Commission Act 2009, which establishes an independent and specialized agency responsible for combating corruption and promoting transparency and upholding integrity in both the public and private sector by providing the legal framework for the prevention, investigation and prosecution of corruption in Malaysia, and compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, which mandates the maintenance of records and documentation related to financial transactions and imposes reporting obligations on certain institutions to report any suspicious transactions as a counter-measure to prevent money laundering and terrorism financing. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating anti-corruption laws. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. We have established policies and procedures designed to assist us and our personnel in complying with applicable Malaysian and international laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, financial condition and results of operations.

We are a holding company, and we are accordingly dependent upon distributions from our subsidiary to pay dividends, if any, taxes and other expenses.

We are a Cayman Islands holding company and have no material assets other than ownership of equity interests in our subsidiary. We have no independent means of generating revenue. We intend to cause our subsidiary to make distributions to our company in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by us. Our ability to service our debt, if any, depends on the results of operations of our subsidiary and upon the ability of our subsidiary to provide us with cash, whether in the form of dividends, loans or other distributions, to pay amounts due on our obligations. Future financing arrangements may contain negative covenants that limit the ability of our subsidiary to declare or pay dividends or make distributions. Our subsidiary is a separate and distinct legal entity; to the extent that we need funds, and our subsidiary is restricted from declaring or paying such dividends or making such distributions under applicable law or regulations or are otherwise unable to provide such funds (for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiary to distribute funds), our liquidity and financial condition could be materially harmed.

The obligations associated with being a public company will require significant resources and management attention, and we will incur increased costs as a result of becoming a public company.

We completed our initial public offering on March 28, 2025. As a new public company, we will face increased legal, accounting, administrative and other costs and expenses that we have not incurred as a private company, and we expect to incur additional costs related to operating as a public company. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the Securities and Exchange Commission, or the SEC, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, and the listing requirements of The Nasdaq Stock Market LLC, or Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, we need to, among other things:

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prepare and file annual and other reports in compliance with the federal securities laws;

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hire additional financial and accounting personnel and other experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies;

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institute more comprehensive financial reporting and disclosure compliance procedures;

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involve and retain, to a greater degree, outside counsel and accountants to assist us with the activities listed above;

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build and maintain an investor relations function;

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establish new internal policies, including those relating to trading in our securities and disclosure controls and procedures;

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comply with the initial listing and maintenance requirements of Nasdaq; and

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comply with the Sarbanes-Oxley Act.

We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to increase legal and financial compliance costs and make some activities more time consuming and costly. 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 guidance is 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. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.

We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report we file with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer a non-accelerated filer or no longer an emerging growth company if we take advantage of the exemptions available to us through the Jumpstart Our Business Act of 2012, as amended, or the JOBS Act.

We are in the very early stages of the costly and challenging process of compiling the system and process documentation necessary to perform the evaluation needed to comply with Section 404. In this regard, we will need to continue to dedicate internal resources, engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. As we transition to the requirements of reporting as a public company, we may need to add additional finance staff. We may not be able to remediate any future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion on the effectiveness of our internal controls when they are required to issue such opinion, investors could lose confidence in the accuracy and completeness of our financial reports, which could harm our share price.

Adverse market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes and other events or circumstances beyond our control could have a material adverse effect on us.

Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes between the U.S. and other countries resulting in the imposition of increased tariffs on products imported into the U.S., and the availability and cost of credit can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters such as the implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters such as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, our financial condition, results of operations, and the trading price of our ordinary shares.

Risks Related to Our Operations in Malaysia

Failure to comply with existing laws, rules and regulations, or to obtain and maintain required licenses and rights, could subject us to additional liabilities.

We are subject to a wide variety of statutes, rules, regulations, guidelines, policies and procedures in Malaysia, including but not limited to, laws relating to the operation of manufacturing facilities and workplace safety, personal data protection and employment. Our failure to comply with these laws and regulations could result in a revocation of required licenses, fines and/or proceedings against us by governmental agencies and/or other stakeholders, which could adversely affect our business, financial condition and results of operations. Moreover, unfavorable changes in the laws, rules and regulations applicable to us could decrease demand for products offered by us, increase costs and/or subject us to additional liabilities.

The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.

Our business and prospects depend on the continuing development of the economy in Malaysia. We cannot assure you that the Malaysian economy will continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysian economy suffers, demand for the products we currently offer may diminish, which would in turn result in decreased likelihood of profitability. This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our company.

Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

Negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. According to Bank Negara Malaysia, or the BNM, which is the central bank of Malaysia, Malaysia’s economy grew 5.1% in 2024, exceeding the government’s 4%–5% target and accelerating from a downwardly revised 3.6% in 2023. The BNM has also been increasing the overnight policy rate, or OPR, since May 2022. The OPR has been raised 5 times, with the latest increase of 25 basis points in May 2023 pushing the OPR to 3.00%. Historically, changes in interest rates have not materially affected our operations and business.

Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in adverse impacts on our revenues, cash flows, financial condition and business prospect.

We face the risk that changes in the policies of the Malaysian government could have a significant impact upon our business in Malaysia.

Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors, changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia’s political, economic and social environment.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions. The value of our ordinary shares will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Currently, a majority of our revenues are earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our ordinary shares or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.

We are subject to foreign exchange control policies in Malaysia.

The ability of our Malaysian subsidiary to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in Malaysia. There are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of the BNM, the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by the BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event the BNM introduces any restrictions, we may be affected in our ability to repatriate dividends or other payments from our subsidiary in Malaysia. Since we are a Cayman Islands holding company and rely principally on dividends and other payments from our subsidiary for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.

Because our principal assets are located outside of the United States and most of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in Malaysia.

Most of our directors and officers are nationals and residents of a country other than the United States and most of their assets are located outside the United States. In addition, all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to effect service of process within the United States upon us or our directors and officers or to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us or our directors and officers in the courts of the U.S., Cayman Islands or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.

Risks Related to Ownership of Our Ordinary Shares

We may not be able to maintain a listing of our ordinary shares on Nasdaq.

Our ordinary shares are listed on The Nasdaq Capital Market under the symbol “WFF.” We must meet certain financial and liquidity criteria to maintain the listing of our ordinary shares on Nasdaq. If we violate Nasdaq’s listing requirements, our ordinary shares may be delisted. If we fail to meet any of Nasdaq’s listing standards, our ordinary shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our ordinary shares may materially impair our shareholders’ ability to buy and sell our ordinary shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ordinary shares. The delisting of our ordinary shares could significantly impair our ability to raise capital and the value of your investment.

The market price of our ordinary shares may be highly volatile, and you could lose all or part of your investment.

The market for our ordinary shares may be characterized by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companies for the indefinite future. The stock market in general has recently been highly volatile. Furthermore, there have been recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. We may also experience such volatility, including stock run-ups, which 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 ordinary shares.

The market price of our ordinary shares is likely to be volatile due to a number of factors. First, as noted above, our ordinary shares are likely to be more sporadically and thinly traded compared to the shares of such larger, more established companies. The price for our ordinary shares could, for example, decline precipitously in the event that a large number of shares is sold on the market without commensurate demand. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the shares of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our ordinary shares regardless of our operating performance. The market price of our ordinary shares could also be subject to wide fluctuations in response to a broad and diverse range of factors, including the following:

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actual or anticipated variations in our operating results;

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increases in market interest rates that lead investors of our ordinary shares to demand a higher investment return;

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changes in earnings estimates;

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changes in market valuations of similar companies;

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actions or announcements by our competitors;

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adverse market reaction to any increased indebtedness we may incur in the future;

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additions or departures of key personnel;

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actions by shareholders;

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speculation in the media, online forums, or investment community; and

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our ability to maintain the listing of our ordinary shares on Nasdaq.

Volatility in the market price of our ordinary shares may prevent investors from being able to sell their ordinary shares at or above the price at which they purchased them. As a result, you may suffer a loss on your investment.

A single shareholder has substantial influence over our company and its interests may not be aligned with the interests of our company and our other shareholders.

Lew Capital Private Limited, or Lew Capital, a company controlled by two directors, including Chee Hoong Lew, our Chief Executive Officer, is able to exercise approximately 63.54% of our total voting power. Accordingly, Lew Capital could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Lew Capital will also have the power to prevent or cause a change in control. Without the consent of Lew Capital, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of Lew Capital and its beneficial owners may differ from the interests of our other shareholders. The concentration in the ownership of our ordinary shares may also cause a material decline in the value of our ordinary shares. For more information regarding Lew Capital and its beneficial owners, see “Item 7. Major Shareholders and Related Party Transactions—7.A. Major Shareholders.”

We do not expect to declare or pay dividends in the foreseeable future.

We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our ordinary shares will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our ordinary shares could be negatively affected.

Any trading market for our ordinary shares may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our ordinary shares could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our ordinary shares could be negatively affected.

Future issuances of our ordinary shares or securities convertible into, or exercisable or exchangeable for, our ordinary shares, or the expiration of lock-up agreements that restrict the issuance of new ordinary shares or the trading of outstanding ordinary shares, could cause the market price of our ordinary shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our ordinary shares. In all events, future issuances of our ordinary shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our ordinary shares. In connection with our initial public offering, we, all of our directors and executive officers, and the holders of 5% or more of our outstanding ordinary shares have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of three (3) months after the initial public offering in the case of our company and for a period of six (6) months after the initial public offering in the case of our directors, executive officers and the holders of 5% or more of our outstanding ordinary shares. In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our ordinary shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our ordinary shares.

Future issuances of debt securities, which would rank senior to our ordinary shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our ordinary shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our ordinary shares.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our ordinary shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of ordinary shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our ordinary shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our ordinary shares.

If our ordinary shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our ordinary shares is less than $5.00, our ordinary shares could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our ordinary shares, and therefore shareholders may have difficulty selling their shares.

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. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles of association (as may be amended form time time), the Companies Act (Revised) of the Cayman Islands (as may be amended form time time) and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors 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 jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records (other than the amended and restated 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 resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Differences in Corporate Law” included in our registration statement on Form F-1 (File No. 333-282294), initially filed on September 23, 2024 and declared effective by the SEC on March 26, 2025, or the IPO Registration Statement.

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

We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Malaysia or other relevant jurisdiction 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 Malaysia, see “Enforceability of Civil Liabilities” included in the IPO Registration Statement.

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

Because we qualify as 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:

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

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the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

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the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, 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 were you investing in a U.S. domestic issuer.

We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with 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 benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Because we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our ordinary shares.

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. For instance, we are not required to:

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have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);

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have a compensation committee and a nominating committee to be comprised solely of “independent directors”; or

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hold an annual meeting of shareholders no later than one year after the end of our fiscal year.

Although we do not currently intend to rely these “home country” exemptions, we may rely on some of these exemptions in the future. As a result, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

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

Under Nasdaq’s rules, 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, without limitation, (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that the compensation of our officers be determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors and (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee comprised solely of independent directors. As noted above, Lew Capital is able exercise approximately 63.54% of our total voting power, As a result, we are a “controlled company” within the meaning of the Nasdaq listing rules. Although we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption in the future. If we elected 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. Our status as a controlled company could cause our ordinary shares to look less attractive to certain investors or otherwise harm our trading price.

Our amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares at a premium.

Our amended and restated memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially and adversely affected. In addition, our amended and restated memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control.

There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our shares.

In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.

Based on the composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.

If we were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Material Tax Considerations—U.S. Federal Income Taxation Considerations—Passive Foreign Investment Company Consequences” included in the IPO Registration Statement for additional information.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

We were incorporated as a Cayman Islands exempted company on March 7, 2023. Win-Fung was incorporated in Malaysia on March 28, 1984.

On June 21, 2023, we completed a corporate reorganization pursuant to a share sale and purchase agreement that we entered into with Win-Fung and its shareholders on May 23, 2023. Pursuant to the reorganization, we acquired all of the issued and outstanding equity interests of Win-Fung in exchange for which we issued 22,949,999 ordinary shares to the shareholders of Win-Fung. As a result of this reorganization, Win-Fung became our wholly owned subsidiary and the shareholders of Win-Fung became our shareholders. We do not have any other subsidiaries.

4.B. Business Overview

Overview

We are a manufacturer of fiberglass reinforced plastic, or FRP, products based in Malaysia. For over 30 years, we have been providing high-quality and durable FRP products to various industries, including, among others, chemical processing, water and wastewater treatment, and power generation.

Our products range from tanks, pipes, ducts, gratings and other custom-made FRP products. We use advanced production technology and equipment and have obtained various certifications, including an ISO 9001:2015 certification from NQA. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.

Products and Services

We sell a broad range of FRP products, including filament wound and molded tanks, thermoplastic tanks, lining products, ducting and fitting products, air pollution control equipment and custom made products. We also offer delivery, installation and repair and maintenance services, as well as on-site consultation services.

FRP Filament Wound and Molded Tanks

A FRP filament wound tank is a type of FRP tank that is manufactured using a process called filament winding. This process involves wrapping fiberglass filaments with or without a rotating mandrel/tank, which creates a seamless, high-strength tank.

A FRP molded tank is a type of FRP tank that is manufactured using a process called molding. This process involves forming a tank by applying layers of fiberglass and resin to a mold, which is then cured to create a solid and seamless tank.

Both FRP filament wound and molded tanks are commonly used in the chemical processing, water and wastewater treatment, and oil and gas industries to store corrosive liquids and chemicals. They are also used in the transportation and storage of fuels and other liquids. The benefits of FRP filament wound and molded tanks include their high strength, durability and resistance to corrosion, making them suitable for use in harsh environments where other materials may fail. They are also lightweight, which makes them easy to transport and install, and have a long service life, reducing the need for costly replacements.

FRP filament wound and molded tanks can be custom-designed to meet specific project requirements, including size, shape and capacity. They can also be manufactured to meet various industry standards and certifications, such as ASME RTP-1, ASTM D3299, BS 4994, BS EN 13121.

Overall, FRP filament wound and molded tanks offer a reliable and cost-effective solution for the storage of corrosive liquids and chemicals.

FRP Thermoplastic Tanks

FRP thermoplastic tanks are storage tanks made from a combination of FRP and thermoplastic materials. In FRP thermoplastic tanks, the thermoplastic materials are used as a lining or coating over the FRP structure to provide additional corrosion resistance, chemical resistance and mechanical strength. The most commonly used thermoplastic materials for tank linings include polyvinyl chloride, polyethylene, polypropylene and fluoropolymers such as polyvinylidene fluoride and ethylene tetrafluoroethylene.

FRP thermoplastic tanks are commonly used in various industries for the storage of chemicals, acids and other corrosive liquids. They offer a number of advantages over traditional storage tank materials such as steel and concrete, including a high strength-to-weight ratio, excellent resistance to corrosion and chemical attack, and ease of fabrication and installation.

FRP Lining

FRP lining is a process of lining the interior of pipes, tanks and other equipment with a layer of fiberglass to protect them from corrosion and erosion. This process involves applying a layer of resin-saturated fiberglass mat or fabric to the surface of the equipment until the desired thickness, which is then cured to form a hard, durable lining.

FRP lining is commonly used in the chemical processing, oil and gas, and water treatment industries to protect equipment from the corrosive effects of chemicals, salts and other corrosive materials. The process is also used to repair damaged equipment, extend the service life of existing equipment, and to improve the performance and efficiency of equipment by reducing friction and improving flow characteristics. The process is also cost-effective compared to other methods of protecting equipment from corrosion, such as replacing the equipment or using more expensive materials.

FRP Ducting and Fitting

FRP ducting and fittings are components made from FRP that are used to construct ducting systems in various industries. FRP ducting and fittings are lightweight, strong and highly resistant to corrosion, making them ideal for use in harsh environments where traditional materials such as steel or concrete may fail.

FRP ducting and fittings are commonly used in industries such as chemical processing, water treatment and power generation, where they are used to transport gases and liquids in a safe and efficient manner. They are also used in HVAC (heating, ventilation, and air conditioning) systems, where they help to distribute air and maintain a comfortable indoor environment.

Some common types of FRP ducting and fittings include elbows, tees, reducers, flanges and dampers. These components can be custom-designed and fabricated to meet specific project requirements and can be easily installed using standard tools and techniques.

FRP Air Pollution Control Products

We also offer a variety of air pollution control systems made from FRP that are designed to remove pollutants and contaminants from industrial exhaust streams. FRP air pollution control equipment includes components such as scrubbers, filters, adsorbers and thermal oxidizers, which are used to capture, neutralize or destroy harmful pollutants such as gases, particulates and volatile organic compounds. These systems are used in a wide range of industries, including chemical processing, power generation and wastewater treatment, to help reduce air pollution and comply with environmental regulations.

FRP air pollution control systems offer several benefits over traditional air pollution control equipment made from metals such as steel or aluminum. FRP is highly resistant to corrosion, which is a common problem in industrial environments where pollutants and contaminants can cause rapid degradation of metal equipment.

The benefits of FRP air pollution control equipment include improved performance, reduced maintenance costs, increased service life, and compliance with environmental regulations. They are a popular choice for many industries looking to reduce their environmental impact and improve their sustainability.

FRP Custom Made Products

We also offer FRP products that are custom-designed and fabricated to meet specific project requirements. These products can be made in a wide range of shapes, sizes and configurations, and can be tailored to meet the specific needs of a particular application or project.

The advantages of FRP custom-made products include the ability to design and fabricate products that meet specific project requirements, including size, shape and performance characteristics. FRP custom-made products are also highly durable and resistant to corrosion, making them suitable for use in harsh environments where other materials may fail. Additionally, FRP custom-made products are lightweight, easy to install, and require minimal maintenance, making them a cost-effective solution for many applications.

The process of designing and fabricating FRP custom-made products typically involves working closely with the customer to understand its specific needs and requirements.

FRP Related Services

We also offer a range of services to supplement our FRP manufacturing activities, including on-site consultation services, delivery and installation, as well as repair and maintenance services. On-site consultation services generally involve on-site inspection on old/existing FRP products, whereby we provide feedback on whether damaged or faulty products require replacement, repair or maintenance services. We also provide delivery and installation services for our products on request of customers. Depending on the size and volume of the product, our own fleet or a third-party transporter will be used to deliver the products. Our services extend to the provision of FRP lining for customer products or sites. If a metal tank or concrete floor is used in a corrosive environment, we can add FRP lining for these tanks or flooring for protection purposes.

Manufacturing, Distribution and Quality Control

Our manufacturing operations are conducted at our facility in Malaysia. The FRP manufacturing process generally entails two steps: making the fibrous material and bonding the material with a polymer plastic. The fiber preforms are manufactured through weaving, braiding, stitching and knitting. These fiber preforms are usually made into sheets, continuous mats or as continuous filaments for spray applications. A rigid structure is generally used to establish the shape of the FRP components. Most FRP parts are formed using a mold. The molding process begins with placing the fiber preform that has been wetted with polymer or resin on or in the mold. The product is then cured in the mold so that the polymer and fibers form the shape created by the mold. Heat, pressure, or both, are sometimes used to cure the FRP.

All of our manufacturing operations are conducted in accordance with ISO 9001 and applicable regulatory standards. We place special emphasis on quality control. We have inventory control systems at our facility that track each manufacturing and packaging component as we receive it from our supply sources through manufacturing and delivery of each product to customers. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.

We believe that our existing manufacturing capacity is sufficient for our near-term requirements. However, we do plan to increase our production capacity by procuring another two-acre factory using a portion of the proceeds from our recent initial public offering. This factory is expected to have a production space of around 40,000 feet, which would increase our current production floor capacity by 150%. As of the date of this report, we have not entered into any letter of intent, agreement or other undertakings for this planned expansion.

Raw Materials and Suppliers

Our products are made from several basic raw materials and finished goods, including resin, chopped strand mat, woven roving, grating, hollow section, c-channel, plywood and ethylene propylene diene monomer sheets. These materials are readily available and are competitively priced.

Historically, we have been able to obtain an adequate supply of raw materials and do not anticipate any shortage of these materials. However, from time to time, unpredictable fluctuations in the supply and demand may affect price, quantity, availability, or selection of raw materials. Although we cannot be sure that our sources of supply for our principal raw materials will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost-effective manner if our current sources become inadequate. For the year ended December 31, 2024, three suppliers accounted for 27%, 23% and 12%, respectively, of our total purchases. No single supplier accounted for more than 10% of our total purchases for the years ended December 31, 2023 and 2022. Due to the availability of numerous alternative raw material suppliers, we do not believe that the loss of any single raw material supplier would have a material adverse effect on our financial condition or results of operations. See also “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business and Industry—We depend on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause us to breach our sales contracts with our customers.”

We believe that our strong relationships with suppliers yield high quality, competitive pricing and overall good service to our customers.

Customers, Sales and Marketing

We primarily sell our products to customers in the chemical processing, water and wastewater treatment, and power generation industries in Malaysia and internationally. For the year ended December 31, 2024, approximately 31% of our revenues were generated from sales in Malaysia, with the remaining revenues generated from Singapore (39%), Australia (29%) and the South Asia region (less than 1%). For the year ended December 31, 2023, approximately 43% of our revenues were generated from sales in Malaysia, with the remaining revenues generated from Singapore (32%), Australia (16%), the United States (5%) and the South Asia region (4%). For the year ended December 31, 2022, approximately 70% of our revenues were generated from sales in Malaysia, with the remaining revenues generated from Singapore (13%), Australia (15%) and the South Asia region (2%).

We do not have long-term contracts with our customers and primarily sell our products on the basis of individual purchase orders or on a per project basis. For the year ended December 31, 2024, three customers accounted for approximately 12%, 12% and 13% of our revenue, respectively, and for the year ended December 31, 2023, the first customer accounted for 14% of our revenue (no single customer accounted for more than 10% of our revenue for the year ended December 31, 2022). The loss of any major customer could have a material adverse effect on our results of operations. See also “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business and Industry—A significant portion of our revenue has recently been generated from one customer and a loss of this customer, or any other key customers, could adversely affect our results of operations.”

In Malaysia, we plan to set up a secondary workshop in Kuching Sarawak, East Malaysia by 2025 to better serve the markets in Sarawak and Sabah as we believe there is a significant potential for expansion in this region of Malaysia. Our expansion strategy includes entering the local decentralized sewage system market to enhance hygiene, addressing the geographical challenges faced by the population. We intend to identify a local business partner or acquire an existing manufacturing plant with compatible experience and technologies within 12-18 months. We intend to expand into the local decentralized sewage system to improve the hygiene due to the geographical challenge of the population. As of the date of this report, we have not identified any specific acquisition targets or entered into any letter of intent, agreement or other undertakings for such planned acquisitions. In Peninsula Malaysia, or West Malaysia, within 24 months, we plan to (1) expand our headquarters facilities by acquiring land, constructing a new plant, and securing the quota for hiring foreign labor, (2) invest in automation systems to enhance efficiency, productivity, and quality and (3) establish a medium-sized manufacturing facility in the southern region of Peninsular Malaysia to support the southern region and Singapore. We currently do not expect any material obstacle to overcome in expanding our operations in Malaysia.

We plan to continue exploring opportunities with additional market players in the environmental, air, and odor control systems sector in Australia. To support this, we will hire a general manager based in Malaysia to oversee our future operations in the Australian market. Additionally, within 9 months, we intend to recruit a full-time technical sales person or agent with experience in related businesses to be based in Australia. We also aim to identify an existing Australian manufacturer for potential business collaboration or acquisition within 24 months. As of the date of this report, we have not identified any specific acquisition targets in Australia. We recognize that expanding our business in Australia presents various challenges and obstacles, including, but not limited to, unfamiliarity with and the burdens of complying with foreign laws, accounting and legal standards, regulatory requirements, tariffs, and other barriers. We also anticipate difficulties in adapting to differing technology standards, as well as challenges arising from managing a dispersed workforce and the complexities of foreign employment.

Currently, our marketing department at our headquarters is responsible for promotional efforts. In doing so, our sales staff works closely with our customers to understand their needs and provide feedback to us so that we can better address their needs and improve the quality and features of our products.

We also engage in marketing activities such as attending industry-specific conferences and exhibitions to promote our products and brand name. We believe these activities are beneficial to promoting our products and brand name among key industry participants.

Competition

Manufacturers of FPR products tend to offer more than one type of FRP product. For example, a manufacturer that offers FRP tanks (including round tanks, rectangular and square tanks) may also offer panel tanks as well as other related products such as FRP pipes and ducts. The same manufacturer may also branch out into the manufacture of other types of FRP products such as gratings, ladders, handrails and even sculptures. Some of these manufacturers include Aceon Composite Sdn Bhd, Cradotex (M) Sdn Bhd, Heng Lee Composite Engineering Sdn Bhd, Hexagon MF Composite Sdn Bhd, Intralink Techno Sdn Bhd, Joncan Composites Sdn Bhd, Mui Fatt Industries Sdn Bhd, Nova FRP Sdn Bhd, Win-Han FRP Technology Sdn Bhd and Yunku FRP Sdn Bhd.

At the same time, there are also industry players in the FRP industry that serve as suppliers of FRP products. These suppliers generally do not have manufacturing capabilities and source FRP products from other manufacturers. They serve as consultants and installers of FRP products. Some of these suppliers may also distribute products made from other materials such as steel or stainless steel, concrete or rubber. Some of these suppliers include Berjaya Bintang Timur Sdn Bhd, FRP Trading Sdn Bhd and WT TankPro Sdn Bhd.

Competitive Strengths

We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:

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Diverse product and service offerings. We offer a broad range of FRP products, including tanks, pipes, ducts, gratings, and other custom-made FRP products. We also offer consultation, delivery, installation and repair and maintenance services provided by our highly knowledgeable personnel.

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In-house design team providing customized solutions. We have an in-house design team that can provide customized solutions and design calculations, which allows us to tailor our products and services to meet our customers’ unique needs and requirements. Furthermore, having a strong design team can also improve the quality of our products and services, ensuring that they are efficient, reliable and safe. This can also lead to faster product development and reduce the need for outsourcing design work, which can be costly and time-consuming.

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Advanced manufacturing capabilities. We use advanced production technology and equipment and have obtained various certifications, including an ISO 9001 certification. Many companies require their suppliers to be ISO 9001 compliant, so we believe that this certification differentiates us from our competitors. Additionally, ISO 9001 compliance helps us to reduce waste and improve efficiency, leading to cost savings and increased profitability. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.

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Highly experienced, proven management team. We are led by an experienced management team with a long and successful track record, enabling us to recognize a

SEC Form 20-F filed by WF Holding Limited