PROSPECTUS	Filed pursuant to Rule 424 (b)(4)
	Registration No. 333-269641 and 333-271037

Multi Ways Holdings Limited

7,240,000 Ordinary Shares

This is an initial public offering of our ordinary shares, US$0.00025 par value per share (the “Ordinary Shares”). We are offering, on a firm commitment engagement basis, 6,040,000 Ordinary Shares. The Selling Shareholder (as defined and named herein) is offering an aggregate of 1,200,000 Ordinary Shares to the underwriter pursuant to this prospectus. The initial public offering price of the Ordinary Shares is US$2.50 per Ordinary Share. We have received the approval letter from NYSE American to have our Ordinary Shares listed on the NYSE American under the symbol “MWG.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 14 to read about factors you should consider before buying our Ordinary Shares.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Our Being an Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” beginning on page 12 of this prospectus for more information.

We are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations through our wholly-owned subsidiary in Singapore. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands. Investors of our Ordinary Shares should be aware that they do not directly hold equity interests in the Singaporean operating entity, but rather are purchasing equity solely in Multi Ways Holding Limited, our Cayman Islands holding company, which indirectly owns 100% equity interests in the Singaporean subsidiary.

Upon completion of this offering, our issued and outstanding shares will consist of 30,840,000. We will be a controlled company as defined under NYSE American Company Guide Section 801(a) because, immediately after the completion of this offering, MWE Investments, (as defined herein), our controlling shareholder, will own approximately 72.58% of our total issued and outstanding Ordinary Shares, representing approximately 72.58% of the total voting power.

	Per Share		Total(4)
Initial public offering price(1)	US$	2.50	US$	18,100,000	(4)
Underwriting discounts and commissions(2)	US$	0.20	US$	1,448,000
Proceeds to the Company before expenses(3)	US$	2.30	US$	13,892,000
Proceeds to the Selling Shareholder	US$	2.30	US$	2,760,000

⁽¹⁾ Initial public offering price per share is US$2.50.

⁽²⁾ We have agreed to pay the underwriter a discount equal to 8.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” beginning on page 121.

⁽³⁾ Excludes fees and expenses payable to the underwriter. The total amount of underwriter expenses related to this offering is set forth in the section entitled “Expenses Relating to This Offering” on page 121.

⁽⁴⁾ Includes US$15,100,000 gross proceeds from the sale of 6,040,000 Ordinary Shares offered by our Company and US$3,000,000 gross proceeds from the sale of 1,200,000 Ordinary Shares offered by the Selling Shareholder.

If we complete this offering, net proceeds will be delivered to us on the closing date.

The underwriter expects to deliver the Ordinary Shares to the purchasers against payment on or about April 5, 2023.

You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registration statement of which this prospectus forms a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

SPARTAN CAPITAL SECURITIES, LLC

As Co-Manager

The date of this prospectus is April 3, 2023.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	3
PRESENTATION OF FINANCIAL INFORMATION	4
MARKET AND INDUSTRY DATA	5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
DEFINITIONS	7
PROSPECTUS SUMMARY	9
RISK FACTORS	14
ENFORCEABILITY OF CIVIL LIABILITIES	30
USE OF PROCEEDS	32
CAPITALIZATION	33
DILUTION	34
Summary Consolidated Financial and other data	35
DIVIDENDS AND DIVIDEND POLICY	36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
HISTORY AND CORPORATE STRUCTURE	59
INDUSTRY OVERVIEW	61
BUSINESS	67
REGULATORY ENVIRONMENT	85
MANAGEMENT	95
PRINCIPAL AND SELLING SHAREHOLDER	102
RELATED PARTY TRANSACTIONS	104
DESCRIPTION OF SHARE CAPITAL	104
CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS	111
SHARES ELIGIBLE FOR FUTURE SALE	116
MATERIAL TAX CONSIDERATIONS	117
UNDERWRITING	121
EXPENSES RELATING TO THIS OFFERING	125
LEGAL MATTERS	126
EXPERTS	127
WHERE YOU CAN FIND ADDITIONAL INFORMATION	128
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1 - F-47

Until April 28, 2023 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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ABOUT THIS PROSPECTUS

Neither we, the Selling Shareholder nor the underwriter have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we, the Selling Shareholder nor the underwriter take responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, the Selling Shareholder nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data.

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PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on December 31 of each year. References in this prospectus to a financial year, such as “financial year 2021,” relate to our financial year ended December 31 of that calendar year.

For the sake of undertaking a public offering of its Ordinary Shares, on August 26, 2022, the Company completed a series of reorganizing transactions resulting in 9,375,000 Ordinary Shares outstanding that have been retroactively restated to the beginning of the first period presented herein.

On January 27, 2023, for purposes of recapitalization in anticipation of the initial public offering, the Company amended its memorandum of association to effect a 1:4 forward stock split and to change the authorized share capital to $100,000 divided into 400,000,000 ordinary shares, of a par value of $0.00025 each. Concurrently, MWE Investments surrendered 12,077,700 ordinary shares to the Company. Precious Choice Global surrendered 622,300 ordinary shares to the Company. Unless otherwise indicated, all references to Ordinary Shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the 1:4 forward stock split of our Ordinary Shares and the shares surrendered by our existing shareholders on January 27, 2023 as if they had occurred at the beginning of the earlier period presented.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore dollars into U.S. dollars were made at S$1.3517 to US$1.00 for the financial year ended December 31, 2021 amounts, S$1.3221 to US$1.00 for the financial year ended December 31, 2020 amounts, S$1.3918 to US$1.00 for the six months ended June 30, 2022 amounts and S$1.3444 to US$1.00 for the six months ended June 30, 2021 amounts, in accordance with our internal exchange rate. We make no representation that the Singapore dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate or at all.

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MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

● our business and operating strategies and our various measures to implement such strategies;

● our operations and business prospects, including development and capital expenditure plans for our existing business;

● changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;

● our financial condition, results of operations and dividend policy;

● changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

● the regulatory environment and industry outlook in general;

● future developments in the supply of heavy construction equipment market and actions of our competitors;

● catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

● the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

● the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;

● our ability to execute our strategies;

● changes in the need for capital and the availability of financing and capital to fund those needs;

● our ability to anticipate and respond to changes in the markets in which we operate, and in client demands, trends and preferences;

● exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;

● changes in interest rates or rates of inflation; and

● legal, regulatory and other proceedings arising out of our operations.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The markets for the supply of heavy construction equipment may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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DEFINITIONS

“Amended and Restated Memorandum of Association” means the amended and restated memorandum of association of our Company adopted on January 27, 2023 and as supplemented, amended or otherwise modified from time to time.

“Amended and Restated Articles of Association” means the amended and restated articles of association of our Company adopted on January 13, 2023, as amended from time to time. A copy of the Amended and Restated Memorandum of Association and Amended and Restated Articles of Association is filed as Exhibit 3.1 to our Registration Statement of which this prospectus forms a part.

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“BVI” means the British Virgin Islands.

“CAGR” means compound annual growth rate.

“Circuit Breaker Period” means the period from April 7, 2020 to June 1, 2020 (inclusive).

“Company” or “our Company” means Multi Ways Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on June 2, 2022.

“Companies Act” means the Companies Act (2023 Revision) of the Cayman Islands.

“COVID-19” means the Coronavirus Disease 2019.

“Directors” means the directors of our Company as at the date of this prospectus, unless otherwise stated.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Executive Directors” means the executive Directors of our Company as at the date of this prospectus, unless otherwise stated.

“Executive Officers” means the executive officers of our Company as at the date of this prospectus, unless otherwise stated.

“Frost & Sullivan” means Frost & Sullivan Limited, a business consulting firm involved in market research, analysis and growth strategy consulting and an Independent Third Party.

“Group,” “our Group,” “we,” “us,” or “our” means our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.

“GST” means the Goods and Services Tax chargeable pursuant to the Goods and Services Tax Act 1993 of Singapore.

“HDB” means the Housing & Development Board of Singapore.

“Independent Directors” means the independent non-executive Directors of our Company as at the date of this prospectus, unless otherwise stated.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company.

“LTA” means the Land Transport Authority of Singapore.

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“MOM” means the Ministry of Manpower of Singapore.

“Mr. James Lim” means Mr. James Lim Eng Hock, our Executive Director, Chairman, Chief Executive Officer and controlling shareholder of our Company, and the spouse of Ms. Lee NG and the father-in-law of Mr. Nick Tan.

“Ms. Lee NG” means Ms. Lee Noi Geck, our Executive Director and Chief Administration Officer, and the spouse of Mr. James Lim and the mother-in-law of Mr. Nick Tan.

“Ms. Maggie Lim” means Ms. Lim Mei Jun, our Deputy Chief Executive Officer, and the spouse of Mr. Nick Tan and the daughter of Mr. James Lim and Ms. Lee NG.

“Mr. Nick Tan” means Mr. Tan Lu Chong, our Chief Operating Officer, and the spouse of Ms. Maggie Lim and the son-in-law of Mr. James Lim and Ms. Lee NG.

“Ms. Nancy Lee” means Ms. Lee Pei Pei, our Chief Financial Officer.

“Multi Ways SG” means Multi Ways Equipment Pte. Ltd, a company incorporated in Singapore on August 22, 2002 and an indirect wholly-owned subsidiary of our Company.

“MWE Holdings” means MWE Holdings Limited, a company incorporated in the BVI on June 15, 2022 and wholly-owned by our Company.

“MWE Investments” means MWE Investments Limited, a company incorporated in the BVI on June 1, 2022 and owned as to 97.0% and 3.0% by Mr. James Lim and Ms. Lee NG respectively, being our controlling shareholders. MWE Investments owns 95.1% of our outstanding shares prior to this offer and is the Selling Shareholder.

“NTUC” means the National Trades Union Congress, a national confederation of trade unions in Singapore.

“Precious Choice Global” means Precious Choice Global Limited, a company incorporated in the BVI and owned as to 100.0% by Mr. Ho Tong Ho. Precious Choice Global owns 4.9% of our outstanding shares prior to this offering.

“S$” or “SGD” or “Singapore Dollars” means Singapore dollar(s), the lawful currency of Singapore.

“SCAL” means Singapore Contractors’ Association Limited.

“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Selling Shareholder” mean MWE Investments as to 1,200,000 Ordinary Shares, an existing shareholder of our Company that is selling a portion of its Ordinary Shares pursuant to this prospectus.

“Singapore Companies Act” means the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time.

“WSH” means the Workplace Safety and Health Council of Singapore, a statutory body under the MOM.

“UAE” means United Arab Emirates.

“US$,” “$” or “USD” or “United States Dollars” means United States dollar(s), the lawful currency of the United States of America.

8

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements,”

Overview

Our Group’s history began in 1988 when Mr. James Lim carried on the business of selling generators and air compressors under a sole proprietorship under the business name “Multi-Ways Equipment.” Multi Ways SG was incorporated in 2002 to take over the business carried on by Mr. James Lim under the sole proprietorship. Over the last two decades, we have become a supplier of a wide range of heavy construction equipment in Singapore and the region. In 1996, we expanded our fleet of heavy construction equipment to include road-building equipment and mining equipment. In 2012, we expanded into the crane trading business.

Our mission is to be an industry leader in the sales and rental of a wide range of heavy construction equipment in Singapore and the region, and as a one-stop shop offering complementary equipment refurbishment and cleaning services to our customers.

Competitive Strengths

We have a long and proven track record in the supply of heavy construction equipment in Singapore

We have been supplying heavy construction equipment and related materials to our customers for over two decades and have accumulated extensive industry experience. We believe our strong industry knowledge, reputation and consistent delivery of quality products and services have contributed to our success over the years.

We believe our strong track record in the supply of heavy construction and related equipment will facilitate the promotion and demand for our products with both existing and new customers, as well as the expansion of our business.

Skilled maintenance and servicing team who respond promptly to customers’ requests and are flexible in adapting to their needs and requirements

We pride ourselves in having a skilled team of technicians, mechanics, painters and panel-beaters who have relevant skills and expertise in the refurbishment of heavy construction equipment and troubleshooting and repair works, who have accumulated experience over the years. We have a team of 27 mechanics, 22 technicians and 6 painters and panel-beaters in our maintenance and servicing team, who are able to respond promptly to our customers’ requests, in terms of providing troubleshooting services, customization of equipment and refurbishment works. Our maintenance and servicing team have the required expertise and experience in conducting refurbishment works to the heavy construction equipment, and are able to customize specific parts or technical specifications to suit our customers’ needs and requirements, as various types of construction work have varying requirements. Our accumulated experience enables us to provide such value-added services to our customers.

We have strong and stable relationships with our suppliers and customers

Since the inception of our business in 1998, we have developed stable relationships with our key suppliers and customers in the region.

We have strived to maintain stable business relationships with our major customers. For the six months ended June 30, 2022 and 2021, our top five customers accounted for 48.6% and 37.9% of total sales respectively. For the financial years ended December 31, 2021 and 2020, our top five customers accounted for 43.6% and 26.6% of total sales respectively and three of our top five customers have more than 10 years of business relationships with us.

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We have an experienced management team

We have an experienced management team, led by Mr. James Lim, our Executive Director, Chairman and Chief Executive Officer, who has been instrumental in spearheading the growth of our Group. Mr. James Lim has over 30 years of experience in the supply of heavy construction equipment industry in Singapore and is primarily responsible for the planning and execution of our Group’s business strategies and managing our Group’s customer relationships.

Our Group is supported by an experienced management team with substantial experience in the supply of heavy construction equipment.

Growth strategies

Our principal objective is to sustain continuous growth in our business and strengthen our market position in the sales of heavy construction equipment and related materials industry in Singapore with the following strategies:

Expand and renew our fleet of heavy construction equipment

We intend to continue to acquire both new and used heavy construction equipment to expand and renew our fleet available for sales and rental by our customers. With a wider range of equipment fleet available, we believe that we will be able to target a larger pool of customers and further expand our customer base and further strengthen our market position. With a newer fleet of heavy construction equipment, we believe that equipment downtime caused by wear and tear would be reduced, thereby resulting in an equipment fleet that is more reliable.

Increase our storage facilities and capabilities

We plan to increase our fleet size, we will need additional physical storage facilities to house our heavy construction equipment. We intend to look for opportunities to acquire or lease properties so that we will have sufficient space to house our equipment. In the event that our business continues to grow, we may need to expand our workshop to accommodate increasing refurbishment works and customization orders from our customers.

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

We intend to focus on our principal business activities in the sales and rental of heavy construction equipment. We plan to explore opportunities to collaborate with suitable partners in related industries through strategic alliances, joint ventures, acquisitions and investments. For example, if a suitable opportunity arises, we may collaborate with potential partners in the infrastructure and building construction and mining industries if these collaborations are likely to provide us with more business opportunities.

Risks and Challenges

Investing in our Ordinary Shares involves risks. The risks summarized below are qualified by reference to “Risk Factors” beginning on page 14 of this prospectus, which you should carefully consider before making a decision to purchase Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Ordinary Shares would likely decline, and you may lose all or part of your investment.

These risks include but are not limited to the following:

Risks related to Our Business and Industry:

● Our business is inherently susceptible to the cyclical fluctuations of the infrastructure, building construction, mining, offshore and marine and oil and gas industry worldwide and regionally, which our customers are operating in (on page 14).

● We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in (on page 14).

● Our rental business is dependent on the general economic conditions in Singapore, and our revenue and profitability may be adversely affected if the demand for construction of infrastructure and/or buildings fall (on page 15).

● We are dependent on the need to continually maintain a wide range of heavy construction equipment which are relevant to our customers’ needs (on page 15).

● We are susceptible to fluctuations in the prices and quantity of available heavy construction equipment and construction equipment parts (on page 16).

● We only have a limited number of customer groups and our business is significantly dependent on our major customer groups’ needs and our relationships with them (on page 18).

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Risks related to our Securities and this Offering:

● An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly (on page 23).

● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment. You may not realize a return on your investment in our shares and you may even lose your entire investment (on page 24).

● If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline (on page 24).

● Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution (on page 25).

● As a company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the NYSE American Company Guide. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE American Company Guide (on page 26).

● Our controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions (on page 26).

● As a “controlled company” within the meaning of the NYSE American Company Guide, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies (on page 26).

● 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 (on page 27).

● Certain judgments obtained against us by our shareholders may not be enforceable (on page 27).

● We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies (on page 28).

● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies (on page 28).

Corporate Information

We were incorporated in the Cayman Islands on June 2, 2022. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. Our principal executive office is at 3E Gul Circle, Singapore 629633. Our telephone number at this location is +65 6287 5252. Our principal website address is https://www.multiways.com.sg. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168.

Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors” and “Enforceability of Civil Liabilities” for more information.

Corporate Structure

Our Company was incorporated in the Cayman Islands on June 2, 2022 under the Companies Act as an exempted company with limited liability. Our authorized share capital is US$100,000 divided into 400,000,000 Ordinary Shares, par value US$0.00025 each.

MWE Holdings and Multi Ways SG are our direct and indirect wholly-owned subsidiaries respectively. Please refer to the chart in the section entitled “Organization Chart” below for a graphical representation of the corporate structure of our Group.

Implications of Our Being a “Controlled Company”

Upon completion of this offering, Mr. James Lim, our Executive Director, Chairman, Chief Executive Officer and controlling shareholder, through MWE Investments, will be the beneficial owner of an aggregate of 22,384,800 Ordinary Shares, which will represent approximately 72.58% of the then total issued and outstanding Ordinary Shares. As a result, we will remain a “controlled company” within the meaning of the NYSE American Company Guide and therefore we are eligible for certain exemptions from the corporate governance requirements of the NYSE American. We do not intend to rely on such exemptions, however, for so long as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules of the NYSE American Company Guide, including (1) the requirement that a majority of our board of directors must be independent directors, (2) the requirement that our director nominees must be selected or recommended solely by either a Nomination Committee comprised solely of independent directors or by a majority of the independent directors and (3) the requirement that we have a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws.

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Implications of Our Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

● being permitted to provide only two financial years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; and

● an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal control over financial reporting.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Our Being a Foreign Private Issuer

Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

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

● 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

● the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

In addition, as a company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the NYSE American Company Guide. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE American Company Guide.

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The Offering

Offering Price	The initial public offering price is US$2.50 per Ordinary Share.
Ordinary Shares offered by us	6,040,000 Ordinary Shares
Ordinary Shares offered by the Selling Shareholder	1,200,000 Ordinary Shares
Ordinary Shares issued and outstanding prior to this offering	24,800,000 Ordinary Shares
Ordinary Shares to be issued and outstanding immediately after this offering	30,840,000 Ordinary Shares
Use of proceeds	We currently intend to use the net proceeds from this offering to expand and renew our fleet of heavy construction equipment, seek expansion opportunities through merger and acquisition activities, increase our storage facilities and capabilities, adopt information of technologies, and for general working capital and corporate purposes. See “Use of Proceeds.”
Dividend policy	We do not intend to pay any dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See “Dividends and Dividend Policy” for more information.
Lock-up	We, each of our Directors and Executive Officers and 5% or greater shareholders, except for (i) the Selling Shareholder with respect to its Ordinary Shares sold in this offering, and (ii) certain resale shareholders in the concurrent resale being registered in the registration statement of which this prospectus forms a part, have agreed, subject to certain exceptions, for a period of 180 days after the date of this prospectus, not to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any other securities convertible into or exercisable or exchangeable for Ordinary Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares. See “Shares Eligible for Future Sale” and “Underwriting — Lock-Up Agreements.”
Risk factors	Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares.
Listing	We have received the approval letter from NYSE American to have our Ordinary Shares listed on the NYSE American.
Proposed trading symbol	MWG
Transfer agent	VStock Transfer LLC Address: 18 Lafayette Pl, Woodmere, NY 11598 Telephone: (212) 828-8436

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RISK FACTORS

Investing in our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

Risks Related to Our Business and Industry

Our business is inherently susceptible to the cyclical fluctuations of the infrastructure, building construction, mining, offshore and marine and oil and gas industry worldwide and regionally, which our customers are operating in.

Our customers mainly operate in the infrastructure, building construction, mining, offshore and marine, oil and gas industries, respectively. These industries are largely cyclical in nature and economic downturns and resulting pricing pressures experienced by them have resulted in them reducing their capital and operating expenditures. A slowdown in these industries or the occurrence of any event that may adversely affect these industries such as changes in regulatory environment and economic conditions will result in a decrease in demand for our services and products, and accordingly our business, profitability and financial performance may be adversely affected. These industries are also subject to the impact of the industry cycle, general market and economic conditions and government policies and expenditures, which are factors beyond our control. A decline in the number of new sales orders and rental contracts due to these factors may cause us to operate in a more competitive environment, and we may also be required to be more competitive in our pricing which, in turn, may adversely impact our business, financial condition, results of operations and prospects.

As our revenue is largely derived from our equipment sales business (compared with our rental business), our business performance and profitability may be adversely affected by our customers’ preferences such as whether to purchase or rent our heavy construction equipment required for their projects. These preferences may change according to market conditions, the general availability of financing and the type and duration of project which our customers require heavy construction equipment for. In the event that we have to lower our sales or rental prices for our heavy construction equipment to attract and retain our customers, our profitability, revenue and financial performance will be adversely affected.

We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in.

We and our customers and suppliers are governed by the laws, regulations and government policies in each of the various jurisdictions in which we and our customers and suppliers operate or into which we intend to expand our business and operations. Our business and future growth are dependent on the political, regulatory, social and economic conditions in these jurisdictions, which are beyond our control. Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.

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

In addition, such fluctuations and volatility in the global credit markets could limit credit lines of our current and potential customers from banks or financial institutions. Accordingly, such customers may not commence or continue their construction projects, or may not be able to obtain sufficient financing to purchase or rent our heavy construction equipment, or we may be required to lower our rates in order to cater to our customers’ current situation. This may have an adverse impact on our revenue and financial performance.

Our rental business is dependent on the general economic conditions in Singapore.

Revenues from our rental business is derived largely from our customers in Singapore. As such, our business is subject to the uncertainties and cyclical nature of the infrastructure and building construction sector in Singapore as the demand for our heavy construction equipment rental business is dependent, to a large extent, on the level of business activities in the infrastructure and building construction sector in Singapore. In particular, our revenue and profitability may be adversely affected if the demand for construction of infrastructure and/or buildings fall. In addition, an economic downturn in Singapore may lead to a reduction in construction projects, thereby leading to a subsequent decline in demand for heavy construction equipment, and this would have an adverse impact on our revenue and financial performance.

As our business is dependent on our customers’ demand for heavy construction equipment in Singapore, which is undertaken on a project basis on a short-term to mid-term basis and such projects are non-recurring, it is critical that we continuously and consistently secure customers who have new and upcoming construction projects. We cannot assure you that we will be able to do so. Whether our existing customers are able to secure new construction projects is not within our control, and we may not be able to attract new customers who have secured new and upcoming construction projects. Accordingly, our historical performance may not be an indication of our future performance. In the event that we are not able to secure new projects of similar value, size and margins, there would be an adverse impact on our financial performance.

We are dependent on the need to continually maintain a wide range of heavy construction equipment which are relevant to our customers’ needs.

The needs and preferences of our customers in terms of types and specifications of heavy construction equipment may change as a result of evolving needs and new developments in technology. Our future success depends on our ability to obtain new and used heavy construction equipment that meet evolving market demands of our customers. The preferences and purchasing patterns of our customers can change rapidly due to technological developments in their respective industries. There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our products to the requirements and specifications of our customers. There is also no assurance that we will be able to sufficiently and promptly respond to changes in customer preferences to make corresponding adjustments to our products or services, and failing to do so may have a material and adverse effect on our business, financial condition, results of operations and prospects.

As of June 30, 2022 and December 31, 2021, we had inventories of $29.4 million and $32.9 million respectively. Our sales and rental business rely on customer demand for our heavy construction equipment. Depending on the progress of technological development of heavy construction equipment, our existing heavy construction equipment may become prematurely obsolete or phased out. Any change in customer demand for our products may have an adverse impact on our product sales, which may in turn lead to inventory obsolescence, decline in inventory value or inventory write-off. In that case, our business, financial condition, results of operations and prospects may be materially and adversely affected.

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We are susceptible to fluctuations in the prices and quantity of available heavy construction equipment and construction equipment parts.

We are exposed to fluctuations in the prices of heavy construction equipment and construction equipment parts which we may require for our heavy construction equipment repair and maintenance services. In the event that we are not able to source any specific construction equipment part required to carry out our maintenance and refurbishment services at acceptable prices, or if we face any delays or shortages in obtaining sufficient quantity of construction equipment parts, we may not be able to conduct our services business in an efficient manner, which may negatively impact our sales and rental businesses as well, as we regularly refurbish and maintain heavy construction equipment prior to resale and/or rental. Such shortages and delays in construction equipment parts and price fluctuations of construction equipment parts may have a negative impact on our profitability.

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

Since the commencement of our business, our Executive Director, Chairman and Chief Executive Officer, Mr. James Lim has been instrumental in expanding our business from dealing with generators and air compressors in 1988 to providing our current wide range of products and services in respect of heavy construction equipment today. We rely on the wide network and contacts of Mr. James Lim which was built over the past two decades, in particular, sourcing for new and used heavy construction equipment from new and existing suppliers and sales of heavy construction equipment.

Our performance depends on the continued service and performance of Mr. James Lim because he plays an important role in guiding the implementation of our business strategies and future plans. The working and business relationships that Mr. James Lim has developed with our main suppliers and customers over the years is important for the future development of our business. If Mr. James Lim were to terminate his employment, there is no assurance that we would be able to find suitable replacements with such a vast network of contacts in a timely manner. The loss of services of Mr. James Lim and/or the inability to identify, hire, train and retain other qualified engineering technical and operations personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.

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

We are reliant on skilled labor.

Our operations are dependent on our ability to recruit and retain experienced and skilled crane operators and servicing and maintenance team comprising technicians, mechanics, painters and panel-beaters who are trained and specialized in certain types of heavy construction equipment or specific repair works to provide maintenance and repair support services. As there is a limited number of skilled personnel in the industry, competition for experienced and skilled personnel is intense. In case of a shortage of such skilled labor in respect of any particular technical skills for repair and maintenance services, we may have to increase their salaries in order to attract and retain their services which will result in an increase in our overall cost of sales and operating expenses. In the event we are not able to pass on the increase in costs to our customers, our financial performance will be adversely affected.

We rely on experienced and skilled personnel for our operations and services and our ability to provide good customer care service depends to a large extent on whether we are able to secure adequately skilled personnel for our operations. In particular, we rely on our team of crane operators approved by the MOM for the operation of our cranes in Singapore. If we are unable to employ suitable personnel, or if our personnel do not fulfil their roles or if we experience a high turnover of experienced and skilled personnel without suitable, timely or sufficient replacements, the quality of our services may decline, which may adversely affect our business, financial condition, results of operations and prospects.

In addition, the availability of both skilled and unskilled foreign labor is subject to policies imposed by the MOM in Singapore. The availability, requirements and costs of housing for such workers are also subject to government policies. Any change in such policies may affect the supply of foreign manpower and cause disruptions to our operations which will result in an increase in our labor costs and may have a material adverse impact on our financial performance. Please refer to the “Regulatory Environment” section of this prospectus on page 85 for more details on regulations on employment of foreign workers in Singapore.

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Our reputation and profitability may be adversely affected if there is prolonged equipment downtime.

Equipment downtime occurs when our heavy construction equipment is sent for repair and maintenance instead of being deployed at our customers’ jobsites. Our Group has a wide range of heavy construction equipment in our inventories such as excavators, dump trucks, cranes and generators. Please see the section entitled “Business” on page 62 below for further description of the full suite of heavy construction equipment in our inventories. In the event that any of our heavy construction equipment experience prolonged downtime due to repair and maintenance needs, the opportunity cost, in terms of foregone revenue could be substantial. Further, newer forms of heavy construction equipment may also be more sophisticated with the incorporation of newer technologies which makes repair and maintenance of such heavy construction equipment more time consuming or may render certain equipment obsolete. Although our repair and maintenance team are constantly upgrading their technical skills and know-how to keep up with the advancement of heavy construction equipment technologies, there is no assurance that we will be able to minimize the time required for repair and maintenance.

Our reputation and profitability may be adversely affected if there are major failures or malfunction in our heavy construction equipment sold or rented by our customers.

Our operations are exposed to the risk of equipment failure which may arise due to wear and tear, mechanical failure, equipment upgrades and delays in delivery of machinery and equipment, risk of failure by our employees to follow procedures and protocols, as well as inherent risks in operating equipment and machinery, resulting in damage to or loss of any relevant heavy construction equipment or facilities required in a project, or personal injury. Major operational failure could result in loss of life and/or serious injury, damage to or loss of the machines, equipment or facilities and protracted legal disputes and damage to our reputation. In the event of an operational or equipment failure, we may be forced to cease all or part of our operations and we may be subject to legal and regulatory liabilities such as penalties, sanctions or significant costs and expenses in any dispute as a result of such operational or equipment failure. In addition, the industry we operate in is highly regulated by the MOM and other regulatory authorities in Singapore. Where there is any non-compliance of any regulatory requirement of the MOM or other regulatory authorities in Singapore, we may be subject to penalties or sanctions as may be imposed by them. This may have an adverse impact on our operations and financial performance.

Since our establishment, we believe that we have built goodwill in our “Multi Ways” brand and thus customer loyalty. Hence, if there are any major lapses in our equipment sales and rental such as negligence by our operators, frequent breakdowns of our rental of heavy construction equipment, or due to circumstances beyond our control resulting in negative publicity, our reputation may be adversely affected and our customers may lose confidence in our equipment sales and rental. In such event, our business and hence our profitability and financial performance may be adversely affected.

We are exposed to disputes and claims arising from site accidents due to the usage of our heavy construction equipment.

The infrastructure, building construction, mining offshore and marine, and oil and gas industries are a high-risk industry in which risks of accidents and fatalities are more likely to occur. Claims may be made against us for such jobsite accidents and/or fatalities on grounds such as defective or malfunctioning heavy construction equipment and failure to adhere to health and safety standards by our crane operators or crane erectors. In the event that we are required to pay damages arising from disputes, our reputation and profitability will be adversely affected.

Accidents which occur during lifting operations or other operations of our heavy construction equipment may result in damages to property and equipment, personal injury and/or deaths to our employees or third parties. Although we have sought protection against the risk of such liabilities by regular servicing and maintenance of our heavy construction equipment and obtaining the necessary insurance coverage for our equipment and employees, we believe that it is not possible for us to be fully insured against every conceivable risk that we may be exposed to.

If any accidents are not covered by our insurance policies and claims arising from such accidents are in excess of our insurance coverage or if any of our insurance claims are contested by any insurance company, we may be required to pay for such compensation, which may have a material and adverse impact on our financial performance. In addition, the payment by our insurers of such insurance claims may result in increases in the premiums payable by us for our insurances. This will also increase the costs of our operations and adversely affect our financial performance.

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We may be affected if we are found to be in breach of any lease agreements entered into by us.

We have leased certain of our real properties from JTC Corporation (formerly the Jurong Town Corporation) (“JTC”), and are subject to certain terms and conditions in respect of these real properties, such as requirement to obtain approval from JTC for subletting. As such, we may be exposed to regulatory and enforcement risks, including but not limited to potentially costly fines, if we are found to in breach of any of the terms and conditions of our leases.

Increased competition in the heavy construction equipment sales and rental business in Singapore and the region may affect our ability to maintain our market share and growth.

We operate in the heavy construction equipment sales and rental business, which is highly competitive. Our competitors may possess greater financial resources and more up-to-date equipment with better specifications. They may also have a larger customer base and offer a wider range of heavy construction equipment coupled with greater marketing resources.

Entry of new competitors in the market or market consolidation could also increase the degree of competition within the industry. Our continued success depends on our ability to compete with our competitors as well as to be able to compete successfully in the future against existing or potential competitors or to adapt to changes in market conditions and demands. In the event we are unable to compete successfully against existing or potential competitors or to adapt to changes in market conditions and demands, our business and financial performance may be adversely affected.

We maintain good working relationships with our suppliers and customers, and have a wide range of heavy construction equipment for our customers’ needs. However, there is no assurance that our existing suppliers and customers will renew their agreements or continue to work with us. In the event our suppliers and customers choose to work with our competitors and/or our experienced and skilled employees choose to join our competitors, we may not be able to maintain our competitive position and our business, financial condition, results of operations and prospects may be materially and adversely affected.

We only have a limited number of customer groups and our business is significantly dependent on our major customer groups’ needs and our relationships with them. We may be unsuccessful in attracting new customers.

Our aggregate sales generated from our top five customer groups amounted to approximately 48.6% and 37.9% of our revenue for the six months ended June 30, 2022 and 2021, respectively. In particular, sales to our largest customer amounted to approximately $6.2 million, representing approximately 30.6% of our total revenue, for the six months ended June 30, 2022.

Our aggregate sales generated from our top five customer groups amounted to approximately 43.6% and 26.6% of our revenue for the financial years ended December 31, 2021 and 2020, respectively. In particular, sales to our largest customer amounted to approximately $9.6 million, representing approximately 28.8% of our total revenue, for the financial year ended December 31, 2021. The concentration of our customers has not changed materially. Accordingly, our sales would be significantly affected by changes in our relationship with or in the needs of our major customer groups, particularly our largest customer group, as well as other factors that may affect their purchases from us, many of which are beyond our control. Any adverse changes in the economic conditions in the markets in which our customer groups operate and in their business expansion plans may negatively affect their purchasing practices and result in a reduction in demand for our heavy construction equipment and services.

In addition, there is generally no long-term commitment from customers of sales and rental of heavy construction equipment business. If we fail to quote a competitive price to our customer, or if the quality of our services does not meet our customer’s specifications or if there is any disruption to our business relationship with our customer, we may be unable to secure further business from such customer. Any significant decrease in sales to any of our customers for any reason, including any disruption to our business relationship with them, may materially and adversely affect our business, financial condition, results of operations and prospects.

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We are exposed to the credit risks of our customers.

We extend credit terms to our customers. Our average accounts receivable turnover days were approximately 30 days, 30 days and 90 days for the six months ended June 30, 2022, the financial year ended December 31, 2021 and the financial year ended December 31, 2020, respectively. Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material order cancellations by our customers during the six months ended June 30, 2022, the financial year ended December 31, 2021 and the financial year ended December 31, 2020, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all. We may not be able to enforce our contractual rights to receive payment through legal proceedings. In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected.

We are dependent on our key suppliers for our supply of heavy construction equipment.

Since we commenced operations, we have maintained long-standing relationships with a reliable group of suppliers, from whom we source good quality and competitively priced construction equipment. Our equipment sales and rental business is dependent on our ability to obtain a supply of such good quality and reliable equipment from our suppliers at competitive prices. We consider suppliers that account for more than 10% of our total purchasing as major suppliers. We are dependent on one such major supplier who accounted in aggregate for approximately 22.0% of our Group’s equipment purchases in the six months ended June 30, 2022 and 19.4% of our Group’s equipment purchases in the financial year ended December 31, 2021. As we generally do not have long-term supply contracts with our major suppliers, and the supply of heavy construction equipment is on an ad-hoc basis as and when such equipment is available for sale, there can be no assurance that we will have continued access to a sufficient supply of good quality new and used heavy construction equipment at competitive prices. In the event we are unable to obtain good quality equipment from our major suppliers at competitive prices, we may have to seek alternative sources from other suppliers and may be charged higher prices and will be subject to the quality of the equipment purchased from alternative suppliers whom we are not familiar with. In the event that we purchase inferior construction equipment from such alternative suppliers, our operations, reputation, profitability and financial performance may be materially and adversely affected.

Our business is subject to supply chain interruptions.

We work with third party logistic providers for the import, export and transportation of our heavy construction equipment. We rely on such third party service providers’ abilities to timely deliver our heavy construction equipment as part of the supply chain logistics. The factors that can adversely affect our operations include, but are not limited to:

● interruptions to our delivery capabilities;

● failure of third party service providers to meet our standards or their commitments to us;

● increasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available; and

● the COVID-19 and disruptions as a result of efforts to control or mitigate the pandemic (such as facility closures, governmental orders, outbreaks and/or transportation capacity).

Our results of operations and capital resources have not been materially impacted by supply chain interruptions during the six months ended June 30, 2022 and the financial years ended December 31, 2021 and 2020, and we do not foresee any material impact for the financial year ended December 31, 2022, because we have locked in the prices of most of our sales orders. However, any increased costs from delays, cancellations and insurance, or disruption to, or inefficiency in, the supply chain network of our third party service providers, whether due to geopolitical conflicts, COVID-19, outbreaks, or other factors, could affect our revenue and profitability. Please refer to the risk factors “Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19” and “The war in Ukraine could materially and adversely affect our business and results of operations” set out below in this prospectus, for details on how these recent events have caused interruptions to our supply chain and impacted our operations. If we fail to manage these risks effectively, we could experience a material adverse impact to our reputation, revenue and profitability.

Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.

The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has disrupted our operations, and the operations of our customers, suppliers and/or sub-contractors. If the development of the COVID-19 outbreak becomes more severe and/or new variants of COVID-19 evolve to be more transmissible and virulent than the existing strains, this may result in a tightening of restrictions and regulations on businesses. If we or our customers, suppliers and sub-contractors are forced to close down their businesses with prolonged disruptions to their operations, we may experience a delay or shortage of raw materials, supplies and/or services by our suppliers and sub-contractors, or termination of our orders and contracts by our customers. In addition, if any of our employees are suspected of having contracted COVID-19, some or all of our employees may be quarantined thus causing a shortage of labor and we will be required to disinfect our workplace and our production and processing facilities. In such event, our operations may be severely disrupted, which may be a material and adverse effect on our business, financial condition and results of operations.

In addition, we have also faced difficulties in hiring suitable manpower from overseas jurisdictions due to travel restrictions imposed by the Singapore Government as a result of the COVID-19 pandemic during financial year 2021 and financial year 2020. This has led to a stagnation in our workforce strength, thereby affecting our potential growth as we rely heavily on skilled labor.

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

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

We are exposed to risks arising from fluctuations of foreign currency exchange rates.

Our reporting currency is United States dollars and a portion of our overseas sales and procurement is denominated in Japanese Yen. We may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency.

We and/or our customers may not be able to obtain the necessary approvals or certifications for the use of our heavy construction equipment in various jurisdictions.

Various jurisdictions require different licenses, approvals and certifications for the use and operation of certain heavy construction equipment, such as in Singapore, crane operators of certain types of cranes will need to be approved by the MOM in order to operate such cranes.

As we offer crane erection and operation services to our customers within Singapore, we will need to maintain such approvals and certifications in order to carry out such services. We have 15 employees approved by the MOM to operate cranes in Singapore, and 15 employees who have completed the requisite course work to be certified to erect a range of cranes at jobsites in Singapore. In addition, we are guided by a set of safety regulations imposed on us as described in the “Regulatory Environment” section on page 80 below. We are subject to monetary fines and/or demerit points if there is an infringement of any of the safety regulations. Our business operations are regulated by various governmental bodies and authorities in Singapore as disclosed in the “Regulatory Environment” section of this prospectus on page 80. Any such new regulations or any changes to the licensing requirements on the use and operation of heavy construction equipment may have an adverse impact on our operations and financial performance.

We have also notified the MOM of our factory and that we conduct our refurbishment, maintenance and servicing services of heavy construction equipment at our workshop at 3E Gul Circle, Singapore. The licenses and permits are generally subject to conditions stipulated in such licenses and permits and/or relevant laws and regulations under which such licenses and permits are issued. Failure to comply with such conditions, laws or regulations could result in us being penalized or the revocation or non-renewal of the relevant license or permit. Accordingly, we have to constantly monitor and ensure our compliance with such conditions imposed, if any. A failure to comply with such conditions may result in the revocation or non-renewal of any of the licenses and permits and which may impact our ability to carry out our business and operations. In addition, compliance with changes in government legislation, regulations or policies may increase our costs and any significant increase in licensing and compliance costs arising from such changes may adversely affect our financial performance. In such event, our business and profitability would be materially and adversely affected.

We are subject to environmental, health and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations.

We are subject to laws, regulations and policies relating to the protection of the environment and to workplace health and safety. We are required to adopt measures to control the discharge of polluting matters, wastewater discharge and hazardous substances and noise at our servicing and maintenance workshop and storage facilities in accordance with such applicable laws and regulations and to implement such measures that ensure the safety and health of our employees. Changes to current laws, regulations or policies or the imposition of new laws, regulations and policies in the heavy construction equipment industry could impose new restrictions or prohibitions on our current practices. We may incur significant costs and expenses and need to budget additional resources to comply with any such requirements, which may have a material and adverse effect on our business, financial condition, results of operations and prospects.

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

We face the risk of loss or damage to our equipment due to fire, theft or other natural disasters in Singapore. Such events may also cause a disruption or cessation in our business operations, and thus may adversely affect our financial results. Our insurance coverage may not be sufficient to cover all of our potential losses. If there are losses which exceed the insurance coverage or are not covered by our insurance policies, we will remain liable for any liability, debt or other financial obligation related to such losses. We do not have any insurance coverage for business interruptions.

Due to the nature of our operations, there is also a risk of accidents occurring either to our employees or to third parties on our premises and/or on our customers’ jobsites during the course of operations. In the event that any claims arise in respect of such occurrences and liability for such claims are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses which may adversely affect our profitability and financial position.

We may require additional financing in the future to fund our purchase of heavy construction equipment and our future growth.

We require financing to fund our purchase of heavy construction equipment such as excavators, bulldozers and cranes, as such equipment have a high upfront capital expenditure. If we are unable to secure financing to fund our purchases of heavy construction equipment, our ability to renew or expand our fleet to meet our equipment rental and sales requirements and maintain a wide inventory of equipment may be adversely affected. This would, in turn, affect our competitive advantage, which lies in our wide variety and range of heavy construction equipment available for sales and rental. In such event, our future financial performance may be materially and adversely affected.

In view of the fast-changing business requirements and market conditions, we may encounter certain business opportunities from time to time that may potentially increase our revenue, and accordingly we may be required to expand our capabilities and business through acquisitions, investments, joint-ventures and/or strategic partnerships with parties who are able to add value to our business. If such situation arises, we may require additional funds to take advantage of these opportunities.

If our funding requirements are met by way of additional debt financing, we may be subject to restrictions under such debt financing arrangements which may:

● limit our ability to pay dividends or require us to seek consent for the payment of dividends;

● increase our vulnerability to general adverse economic and industry conditions;

● limit our ability to pursue our growth plans;

● require us to dedicate a substantial portion of our cash flow from operations to payment for our debt, thereby reducing the availability of our cash flow to fund other capital expenditure, working capital requirements and other general corporate purposes; or

● limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We may be harmed by negative publicity.

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

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

If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.

Our business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our client lists and information and business methods. We rely on trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and copyright and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business. Also, third parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, be a financial burden to defend, distract the attention of our management and prevent us from offering some services. Intellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure if the mobile devices are lost or stolen and the information has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage.

The war in Ukraine could materially and adversely affect our business and results of operations.

The recent outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union, Singapore and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our customers’ businesses and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions.

In addition, Russia and Ukraine are major exporters of oil and critical minerals needed by our customers, which could have a significant negative impact on many of our customers in the various industries. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We do not have any suppliers or customers in Ukraine or Russia. Our business and our results of operations have not been materially impacted by Russia’s invasion of Ukraine. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, including the businesses of our customers, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations and prospects.

We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.

Unforeseeable circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics or outbreaks may disrupt our operations and cause loss and damage to our storage facilities, workshop and office, and acts of war, terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Our business may also be affected by macroeconomic factors in the countries in which we operate, such as general economic conditions, market sentiment, social and political unrest and regulatory, fiscal and other governmental policies, all of which are beyond our control. Any such events may cause damage or disruption to our business, markets, customers and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations and prospects.

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

As part of our business strategies and future plans, we intend to expand and renew our fleet of heavy construction equipment portfolio and increase our storage facilities and capabilities as well as consider potential business opportunities through mergers and acquisitions and joint ventures. While we have planned such expansion based on our outlook regarding our business prospects, there is no assurance that such expansion plans will be commercially successful or that the actual outcome of those expansion plans will match our expectations. The success and viability of our expansion plans are dependent upon our ability to successfully predict the types of heavy construction equipment which are tradable amongst our customers, hire and retain skilled employees to carry out our business strategies and future plans and implement strategic business development and marketing plans effectively and upon an increase in demand for our products and services by existing and new customers in the future.

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

Risks Related to Our Securities and This Offering

An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our shares may be materially and adversely affected. The public offering price for our shares in this offering was determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our shares after this offering will not decline below the public offering price. As a result, investors in our shares may experience a significant decrease in the value of their shares.

We may not maintain the listing of our Ordinary Shares on the NYSE American which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

We have received the approval letter from NYSE American to have our Ordinary Shares listed on the NYSE American under the symbol “MWG.” In order to continue listing our shares on the NYSE American, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum shareholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurance that we will continue to be able to comply with the applicable Company Guide, and we cannot assure you that our shares will continue to be listed on the NYSE American in the future.

If the NYSE American delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our Ordinary Shares;

● reduced liquidity for our Ordinary Shares;

● a determination that our Ordinary Shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

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

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

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

●	fluctuations in our revenues, earnings and cash flow;
●	changes in financial estimates by securities analysts;
● ●	additions or departures of key personnel; release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and
●	potential litigation or regulatory investigations.

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

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

Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

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

In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional shares of Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

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

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

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

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Singapore law. Even if our board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors as determined by our board of Directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

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The sale or availability for sale of substantial amounts of our Ordinary Shares, including the Ordinary Shares held by MWE Investments and Precious Choice Global that are being registered concurrently for resale in a resale prospectus, could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering and from the sale of shares held by MWE Investments and Precious Choice Global through a resale prospectus, being registered in the registration statement of which this prospectus forms a part, or the perception that these sales could occur, could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our shares in this offering, we have 24,800,000 Ordinary Shares outstanding. The shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by MWE Investments and Precious Choice Global may also be sold in the public market subject to the restrictions in Rule 144 and Rule 70 I under the Securities Act and are not subject to lock-up agreements as disclosed in the “Underwriting” section. There will be 30,840,000 Ordinary Shares outstanding immediately after this offering. Immediately after the completion of this offering, MWE Investments will hold 72.58% of our Ordinary Shares. In connection with this offering, our directors and officers named in the section “Management,” have agreed not to sell any shares until 180 days after the date of this prospectus without the prior written consent of the underwriter, subject to certain exceptions, unless the underwriter releases these securities from these restrictions. Because the securities held by MWE Investments and Precious Choice Global in the concurrent resale are not subject to similar lock-up restrictions, they may freely sell their shares in the open market subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. MWE Investments and Precious Choice Global may be willing to accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our Ordinary Shares. We cannot predict what effect, if any, market sales of securities held by MWE Investments and Precious Choice Global or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

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

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

Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$1.87 per share, representing the difference between our as adjusted net tangible book value per share of US$0.63 as of December 31, 2022, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$2.50 per share (being the mid-point of the initial public offering price range). See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

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

We intend to use the net proceeds of this offering as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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

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

● At least 75% of our gross income for the year is passive income; or

● The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

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

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

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

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

Our controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

Prior to this offering, Mr. James Lim, our Executive Director, Chairman, Chief Executive Officer and controlling shareholder indirectly controls an aggregate of approximately 95.10% of our issued and outstanding Ordinary Shares. Upon completion of this offering, Mr. James Lim will, through MWE Investments, indirectly control approximately 72.58% of our issued and outstanding Ordinary Shares.

Accordingly, our controlling shareholder could control 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, including the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal and Selling Shareholder.”

As a “controlled company” within the meaning of the NYSE American Company Guide, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We are and, upon the completion of this offering, will continue to be a “controlled company” as defined under the NYSE American Company Guide, because one of our shareholders holds more than 50% of our voting power. As a result, we are eligible for certain exemptions from the corporate governance requirements of the NYSE American. We do not intend to rely on such exemptions, however, for so long as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules of the NYSE American Company Guide, including (1) the requirement that a majority of our board of directors must be independent directors, (2) the requirement that our director nominees must be selected or recommended solely by either a Nomination Committee comprised solely of independent directors or by a majority of the independent directors and (3) the requirement that we have a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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

As a foreign private issuer whose ordinary shares are listed on the NYSE American, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the NYSE American Company Guide. A foreign private issuer must disclose in its annual reports filed with the SEC each requirement under the NYSE American Company Guide with which it does not comply, followed by a description of its applicable home country practice. Our home country practices in the Cayman Islands may afford less protection to holders of our ordinary shares. We may rely on exemptions available under the NYSE American Company Guide to a foreign private issuer and follow our home country practices in the future, and as a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE American Company Guide.

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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 with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally 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, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Amended and Restated Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our Amended and RestatedMemorandum and Articles of Association to make our corporate records available for inspection by 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.

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

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

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

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

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

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

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

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

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

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

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

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

● the selective disclosure rules by issuers of material non-public information under Regulation FD.

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

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

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2023. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the NYSE American Company Guide. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

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

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

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

29

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers of our Company and the auditor of our Company resides outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Conyers Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

30

We have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Singapore

There is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States will be recognized and/or enforced by the Singapore courts, and there is doubt as to whether the Singapore courts will enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the recognition or enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore Courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities laws that permit punitive damages against us and our Directors or Executive Officers, we are unaware of any decision by the Singapore courts that has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States or any state or territory of the United States is enforceable in Singapore.

Further, all of our Directors and Executive Officers reside outside the United States. In addition, a majority of our assets and the assets of such persons are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of such persons, including judgments based on the civil liability provisions of the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon U.S. securities laws.

Accordingly, there can be no assurance that the Singapore courts would enforce against us, our Directors and/or our officers, judgments obtained in the United States which based on the civil liability provisions of the federal securities laws of the United States.

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USE OF PROCEEDS

We expect to receive approximately US$12,506,735 of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$2,593,265 payable by us. We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholder.

We currently intend to use proceeds from this offering in the following ways:

Expand and renew our fleet of heavy construction equipment – We intend to use 20% of the net proceeds, to acquire both new and used heavy construction equipment to expand and renew our fleet available for sales and rental by our customers. With a wider range of equipment fleet available, we believe that we will be able to target a larger pool of customers and further expand our customer base and further strengthen our market position. With a newer fleet of heavy construction equipment, we believe that equipment downtime caused by wear and tear would be reduced, thereby resulting in an equipment fleet with higher reliability;

Expansion opportunities through merger and acquisition activities – We intend to use 30% of the net proceeds, to explore growth through the opportunities to collaborate with suitable partners in related industries through strategic alliances, joint ventures, acquisitions and investments. We have not yet determined the types of businesses that we will target. For example, if a suitable opportunity arises, we may collaborate with potential partners in the infrastructure and building construction and mining industries if these collaborations are likely to provide us with more business opportunities;

Increase our storage facilities and capabilities – We intend to use 20% of the net proceeds to acquire or lease additional physical storage facilities to house our heavy construction equipment. We intend to look for opportunities to acquire or lease properties so that we will have sufficient space to house our equipment. In the event that our business continues to grow, we may need to expand our workshop to accommodate increasing refurbishment works and customization orders from our customers;

Adoption of information of technologies – We intend to use 10% of the net proceeds to digitize systems and equipment and investment in software such as online platforms, enterprise resource planning systems and human resource systems to streamline our business and administrative processes, from rental, quoting, invoicing, tracking, procurement with inventory management, accounting, financial reporting, employee management, and overall to improve efficiency; and

Working Capital – The balance amount will be used for general working capital and corporate purposes.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2022:

● on an actual basis; and

● on a pro forma as adjusted basis to reflect (i) the above; and (ii) the issuance and sale of 6,040,000 Ordinary Shares in this offering at an initial public offering price of US$2.50 per Ordinary Share (being the mid-point of the initial public offering price range), after deducting underwriting discounts and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Shareholders’ Equity	Actual			As adjusted
	$’000			$’000
Ordinary Shares, par value US$0.00025 per share, 400,000,000 Ordinary Shares authorized, 24,800,000 Ordinary Shares outstanding on an actual basis, 30,840,000 Ordinary Shares outstanding on an as adjusted basis		6			8
Additional paid-in capital		5,440			5,440
New additional paid-in capital		-			15,098
Retained earnings (losses)		1,708			(885	)
Accumulated other comprehensive loss		(325	)		(325	)
Total Shareholders’ Equity		6,829			19,336
Indebtedness
Bank borrowings		11,978			11,978
Director’s loan		16,046			16,046
Total Indebtedness		28,024			28,024
Total Capitalization		34,853			47,360

Type of Debts*	Securities	Terms of repayments	Annual interest rate		Actual		As adjusted
						$’000		$’000
Term loans	Unsecured	2 to 5 years	2.7%-3.5	%		2,549		2,549
Trust receipts	Unsecured	Within 12 months	2.85	%		6,955		6,955
Mortgage loan	Secured	10 years	2.77	%		2,474		2,474
Director’s loan (1)	Unsecured	-	-			16,046		16,046
Total Indebtedness						28,024		28,024

Calculated at the rate of US$1 = S$1.3468 (as of December 31, 2022), as set forth as the Company’s internal exchange rate.

*The Company’s bank borrowings currently are guaranteed by personal guarantees from Mr. James Lim and Ms. Lee NG and mortgage of the leasehold property at 22 Gul Avenue, Singapore 629662.

(1) The amount is unsecured, interest-free and non-repayable on demand.

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DILUTION

Investors purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary Shares immediately after the offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Ordinary Shares in this offering by the Company at an initial public offering price of US$2.50 per share, after deducting US$2,593,265 in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$12,506,735, the pro forma as adjusted net tangible book value as of December 31, 2022 would have been approximately US$19,336,000 or US$0.63 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.35 per share to our existing stockholders and an immediate dilution of US$1.87 per share to new investors purchasing Ordinary Shares in this offering.

The following table illustrates this dilution on a per share basis to new investors.

	US$
Assumed initial public offering price per share	2.50
Historical net tangible book value per share as of December 31, 2022	0.28
Increase in as adjusted net tangible book value per share attributable to the investors in this offering	0.35
Pro forma net tangible book value per share after giving effect to this offering	0.63
Dilution per share to new investors participating in this offering	1.87

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated financial data as of December 31, 2021 and 2020 and for the financial years ended December 31, 2021 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data as of June 30, 2022 and 2021 and for the six months ended June 30, 2022 and 2021 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The summary financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

You should read the following summary financial data together with our financial statements and the related notes appearing at the end of this prospectus, “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have derived the financial data for the six months ended June 30, 2022 and 2021 from our unaudited interim condensed consolidated financial statements appearing elsewhere in this prospectus. We have also derived the financial data for the financial years ended December 31, 2021 and 2020 from our audited financial statements included in this prospectus.

Results of Operations Data

	Six Months ended June 30,								Financial Years ended December 31,
	2022				2021				2021				2020
	S$’000		$’000		S$’000		$’000		S$’000		$’000		S$’000		$’000
Revenues		28,066		20,094		16,806		12,705		45,155		33,406		39,513		29,886
Net income		1,902		1,362		1,973		1,492		2,435		1,801		1,744		1,319
Basic and diluted net income per Ordinary Share		0.08		0.05		0.08		0.06		0.10		0.07		0.07		0.05
Weighted average number of Ordinary Shares outstanding (2) (’000)		24,800		24,800		24,800		24,800		24,800		24,800		24,800		24,800

(1)	Calculated at the rate of US$1 = S$1.3967 (2022/6/30), S$1.3228 (2021/6/30), S$1.3517 (2021/12/31) and S$1.3221 (2020/12/31), as set forth as the Company’s internal exchange rate.
(2)	Retrospectively restated for effect of 1:4 forward stock split and share surrender on January 27, 2023.

Balance Sheet Data

	As of June 30,				As of December 31,
	2022				2021				2020
	S$’000		$’000		S$’000		$’000		S$’000		$’000
Cash and cash equivalents		1,326		952		2,072		1,533		430		325
Working capital		6,436		4,624		6,008		4,445		18,795		14,216
Total assets		68,774		49,414		73,823		54,615		68,792		52,032
Total liabilities		59,630		42,844		66,580		49,257		47,980		36,290
Total shareholders’ equity		9,144		6,570		7,243		5,358		20,812		15,742

⁽¹⁾ Calculated at the rate of US$1 = S$1.3918 (2022/6/30), S$1.3517 (2021/12/31) and S$1.3221 (2020/12/31), as set forth as the Company’s internal exchange rate.

35

DIVIDENDS AND DIVIDEND POLICY

While we currently have no plans to distribute dividends, in the event we consider distributing a dividend in the future, our Board shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board of Directors may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of our Shareholders, the Cayman Islands Companies Act and our Amended and Restated Memorandum and Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.

Even if our board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of Directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiary to pay dividends on our Ordinary Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.

36

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

Multi Ways Holdings Limited is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material direct operations of our own, we conduct our operations as equipment sales, rental and services through our operating subsidiary in Singapore. We have over twenty (20) years of experience in supplying and rental of new and used heavy construction equipment in the infrastructure, building construction, mining, offshore and marine, oil and gas industries through our services.

For the six months ended June 30, 2022 and 2021, our net revenue amounted to $20.1 million and $12.7 million, respectively, of which equipment sales accounted for $16.8 million for the six months ended June 30, 2022 and $8.9 million for the six months ended June 30, 2021. Rental accounted for $2.1 million for the six months ended June 30, 2022 and $2.4 million for the six months ended June 30, 2021, respectively and services revenue accounted for $1.2 million for the six months ended June 30, 2022 and $1.4 million for the six months ended June 30, 2021 respectively.

For the financial years ended December 31, 2021 and 2020, our net revenue amounted to $33.4 million and $29.9 million, respectively, of which equipment sales accounted for $26.1 million in 2021 and $22.1 million in 2020, respectively. Rental accounted for $4.4 million in 2021 and $5.1 million in 2020, respectively and services revenue accounted for $2.9 million in 2021 and $2.7 million in 2020, respectively.

KEY FACTORS AFFECTING THE RESULTS OF OUR GROUP’S OPERATIONS

Our financial condition and results of operations have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors” in this prospectus and those set out below.

●	Demand from our major customer groups – Our aggregate sales generated from our top five customers were 48.6% and 37.9% of our revenue for the six months ended June 30, 2022 and 2021, respectively. In particular, sales to our largest customer amounted to $6.2 million and $1.2 million, representing 30.6% and 9.3% of our revenue for the six months ended June 30, 2022 and 2021, respectively. The increase is mainly due to the sales to our largest customer amounted to $6.2 million, representing 30.6% of our revenue for the six months ended June 30, 2022. Also, our aggregate sales generated from our top five customers were 43.6% and 26.6% of our revenue for the financial years ended December 31, 2021 and 2020, respectively. In particular, sales to our largest customer amounted to $9.6 million, representing 28.8% of our revenue for the financial year ended December 31, 2021. Our sales are significantly affected by the demands of our largest customer due to vigorous price competition in the supply chain, supply chain shortage and disruption, and inflationary cost pressure as our customers will seek to purchase products of more competitive prices and faster delivery. See “Risk Factors – Risks Related to Our Business and Industry - We only have a limited number of customer groups and our business is significantly dependent on our major customer groups’ needs and our relationships with them. We may be unsuccessful in attracting new customers.”
●	Fluctuations in the cost of our revenues – Finished goods are the largest part of our cost of revenue, representing 72.1% and 64.0% of our total cost of revenues for the six months ended June 30, 2022 and 2021, respectively. Also, finished goods are the largest part of our cost of revenue, representing 72.0% and 77.1% of our total cost of revenues for the financial years ended December 31, 2021 and 2020, respectively. Fluctuations in the price, availability, quality, cost of labor and transportation may impact the price of our finished goods, and ultimately the selling price. We may be unable to pass all or any of these higher costs on to our customers, which could have a material adverse effect on our profitability.
	The prices at which we purchase such finished goods are determined by the demand and supply forces in this industry, as well as our bargaining power with our suppliers. At the end of December 31, 2021 and 2020, the majority of our finished goods were commonly available from the market, but our cost of procurement increased significantly due to the inflationary cost pressure, labor shortages, supply chain delay and disruption during the COVID-19 pandemic. We are exploring how to diversify our procurement networks to lower purchasing prices, such as through the consolidation of customer orders to negotiate better pricing. We expect continued fluctuations in the cost of finished goods to affect our margins.

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All of the finished goods we procure, including spare parts and key components, are sourced directly from various regional suppliers spanning from Asia to the Middle East in an effort to ensure availability and adequate supply, as well as efficient delivery to our customers. Our results of operations and capital resources have not been materially impacted by fluctuations in the cost of revenues or supply chain disruptions during the financial years ended December 31, 2021 and 2020, and we do not foresee any material impact for the financial year ended December 31, 2022, because we have locked in the prices of most of our purchase and sales orders. However, any increased costs from delays, cancellations and insurance, or disruption to, or inefficiency in, the supply chain network of our third-party service providers, whether due to geopolitical conflicts, COVID-19, outbreaks, or other factors, could affect our revenue and profitability. See “Risk Factors – Risks Related to Our Business and Industry - Our business is subject to supply chain interruptions.”

●

Financial impact of COVID-19 - The COVID-19 pandemic has caused general business disruptions in Singapore and the rest of the world. Additionally, due to measures such as travel restrictions, and lockdowns of logistics facilities, there has also been experiences of longer delivery times. Additionally, we experienced an increase in freight and handling costs. See “Risk Factors – Risks Related to Our Business and Industry - Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.”

We have been and are continuing to closely monitor the impact of COVID-19 on our business and operations. The pandemic and related actions taken by governments to limit its spread could cause a temporary closure of our operational facilities, interrupt our fulfillment or logistics systems, or severely impact the behavior and operations of our customers and suppliers.

On the onset of the COVID-19 pandemic, we developed and implemented robust COVID-19 operating protocols, while taking the appropriate steps to protect our financial stability. We experienced a reduction of margins due to our suppliers’ increase in prices, the increase in freight and handling costs, and the increase in operational costs due to manpower restrictions in the workplace (such as the increase in costs for the provision of information technology infrastructure to facilitate work-from-home arrangements or the general decrease in productivity due to physical segregation of teams). However, despite challenges presented by the COVID-19 pandemic, we have remained committed to our mission and customers, and have witnessed substantial momentum as our response to the pandemic has been implemented and certain restrictions eased.

Description and Analysis of Principal Components of Our Results of Operations

The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.

Comparison of operating results for the six months ended June 30, 2022 and 2021

Revenue

As set forth in the following table, for the six months ended June 30, 2022 and 2021, our revenue was derived from the sale of heavy construction equipment, rental and services in our equipment sales, rental and services serving the infrastructure, building construction, mining, offshore and marine, and oil and gas industries:

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Sales of heavy construction equipment, rental and services
Equipment Sales		16,845		83.8		8,922		70.2
Rental		2,078		10.3		2,403		18.9
Services (1)		1,171		5.9		1,380		10.9
Total		20,094		100.0		12,705		100.0

⁽¹⁾ Services mean refurbishment and servicing, troubleshooting and repair, transportation and erection, crane operation and machinery cleaning.

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Our total revenue increased by approximately $7.4 million or 58.2% to approximately $20.1 million for the six months ended June 30, 2022 from approximately $12.7 million for the six months ended June 30, 2021. Such increase was mainly attributable to the increase demand in our equipment sales of approximately $6.2 million as a result of demand from a major customer in Australia.

For the six months ended June 30, 2022, our net income amounted to approximately $1.4 million and $1.5 million for the six months ended June 30, 2021, respectively. The net income for the six months ended June 30, 2022 was mainly caused by the increase in gross profit margin and lower interest costs that were partially offset by the decrease in other incomes and dividend income.

For the six months ended June 30, 2022 and 2021, approximately 37.7% and 59.1% of our total revenue, respectively, was generated from customers located in Singapore and approximately 34.3% and 11.3% of our total revenue, respectively, was generated from customers located in Australia. For the same financial years, our revenue generated from customers located in other countries accounted for approximately 28.0% and 29.6% of our total revenue, respectively.

Revenue by geographical locations

For the six months ended June 30, 2022 and 2021, the customers for our equipment sales, rental and services were mainly located in Singapore and Australia. The following table sets out a breakdown of our revenue by geographic location of our customers for the six months ended June 30, 2022 and 2021:

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Singapore
Equipment Sales		4,475		59.0		3,950		52.6
Rental		2,078		27.4		2,403		32.0
Services		1,032		13.6		1,154		15.4
Total		7,585		100.0		7,507		100.0

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Australia
Equipment Sales		6,898		100.0		1,425		99.7
Services		2		*		5		0.3
Total		6,900		100.0		1,430		100.0

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Other Countries (1), individually less than 10%
Equipment Sales		5,472		97.6		3,547		94.1
Services		137		2.4		221		5.9
Total		5,609		100.0		3,768		100.0

⁽¹⁾ “Other Countries” means Maldives, Indonesia, Thailand, Vietnam, Philippines, and Middle East.

^(*) The percentage figure is insignificant.

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Singapore

Revenue in Singapore increased by $0.1 million for the six months ended June 30, 2022, as compared to the corresponding six months ended June 30, 2021, which was primarily attributable to the increase in demand from local customers.

Australia

Revenue in Australia increased by $5.5 million for the six months ended June 30, 2022, as compared to the corresponding six months ended June 30, 2021, which was primarily attributable to the increase in sale orders by a major customer in Australia of approximately $6.2 million.

Other Countries

Revenue from other countries increased by $1.8 million, which was primarily due to higher demand from new and recurring customers from these countries.

Cost of revenues

For the six months ended June 30, 2022 and 2021, our Group’s cost of revenues increased by approximately $6.4 million or 78.2% to approximately $14.5 million for the six months ended June 30, 2022 from approximately $8.1 million for the six months ended June 30, 2021. Such increase was mainly attributable to the increase in equipment sales of approximately $6.5 million.

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Equipment Sales		12,990		89.6		6,530		80.3
Rental		501		3.5		549		6.8
Services		1,001		6.9		1,054		12.9
Total		14,492		100.0		8,133		100.0

Gross profit and gross profit margin

The table below sets forth our Group’s gross profit and gross profit margin by business sector for the six months ended June 30, 2022 and 2021:

	Six Months ended June 30,
	2022				2021
	Gross Profit		Gross Margin		Gross Profit		Gross Margin
	$’000		%		$’000		%
Equipment Sales		3,855		22.9		2,392		26.8
Rental		1,577		75.9		1,854		77.1
Services		170		14.5		326		23.7
Total		5,602		27.9		4,572		36.0

Our overall gross profit margins were approximately 27.9% and 36.0% for the six months ended June 30 2022 and 2021, respectively. Our total gross profit amounted to approximately $5.6 million and $4.6 million for the six months ended June 30, 2022 and 2021, respectively. Our total gross profit increased by approximately 22.5% during the six months ended June 30, 2022 and 2021, which was generally due to diversified purchasing networks from across various countries.

40

Selling and distribution expenses

Our selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound shipments. The following table sets forth the breakdown of our selling and distribution expenses for the six months ended June 30, 2022 and 2021:

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Advertisement and promotion		2		0.3		4		1.5
Freight costs		670		89.1		209		78.6
Transportation and travelling		80		10.6		53		19.9
Total		752		100.0		266		100.0

Our selling and distribution expenses increased by approximately $0.5 million to approximately $0.8 million for the six months ended June 30, 2022 from approximately $0.3 million for the six months ended June 30, 2021. Such increase was mainly attributable to the freight costs which were in line with the increase in our equipment sales.

Administrative expenses

The following table sets forth the breakdown of our administrative expenses for the six months ended June 30, 2022 and 2021:

	Six Months ended June 30,
	2022				2021
	$’000		%		$’000		%
Depreciation of plant and equipment		413		12.6		425		12.7
Depreciation of right-of-use assets		208		6.3		41		1.2
Salaries and related costs		1,920		58.5		1,966		58.7
Repair and maintenance		16		0.5		25		0.7
Upkeep of motor vehicles		149		4.5		143		4.3
Professional fees		62		1.9		77		2.3
Others		512		15.7		670		20.1
Total		3,280		100.0		3,347		100.0

Our administrative expenses remained stable at approximately $3.3 million for the six months ended June 30, 2022 and 2021, respectively, representing 16.3% and 26.3% of our total revenue for the corresponding six months.

Staff costs mainly represented the salaries, employee benefits and retirement benefit costs to our employees and directors’ remuneration. The staff costs of our Group at approximately at $1.9 million and $2.0 million for the six months ended June 30, 2022 and 2021, respectively.

Depreciation expense is charged on our property, plant and equipment which includes (i) leasehold buildings; (ii) right-of-use assets; (iii) motor vehicles; and (iv) office equipment, and furniture and fittings.

Miscellaneous expenses were mainly comprised of insurance expenses, office supplies, legal and professional fees, repair and maintenance, vehicles upkeep and other miscellaneous expenses.

Other Income, Net

The following table sets forth the breakdown of our other income (expense) for the six months ended June 30, 2022 and 2021:

	Six Months ended June 30,
	2022			2021
	$’000			$’000
Gain on disposal of plant and equipment		-			297
Interest income		-			20
Interest expenses		(270	)		(333	)
Dividend income		4			-
Government grants		74			93
Foreign exchange loss		(50	)		(5	)
Others		313			229
Total		71			301

Interest expenses were $0.3 million for the six months ended June 30, 2022 and $0.3 million for the six months ended June 30, 2021 from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness” in this section.

41

We reported $0.05 million and $0.005 million of net foreign exchange loss for the six months ended June 30, 2022 and 2021, respectively.

The Jobs Support Scheme is an initiative introduced by the Singapore Government in February 2020 in response to the outbreak of COVID-19, and further enhanced in April, May and August 2020, to provide wage support to employers to help them retain local employees by co-funding 25% to 75% of the first S$4,600 of monthly salaries paid to each local employee in a 9-month period up to July 2020, and 10% to 50% of the same in the subsequent seven-month period from September 2020 to March 2021. For the six months ended June 30, 2021, our Jobs Support Scheme income amounted to $0.09 million. At this time, we do not anticipate receiving any future income from the Jobs Support Scheme.

Income Tax Expenses

For the six months ended June 30, 2022 and 2021, our income tax expense was comprised of our current tax expense and deferred tax for the six months period.

For the six months ended June 30, 2022, our income tax increased to approximately $0.3 million and our effective tax rate was 17.0%. Such income tax decrease was generally in line with the increase in our profit for the current six months period.

For the six months ended June 30, 2021, our income tax refund was approximately $0.2 million due to over-payment of income tax in previous financial year.

Net Income

As a result of the foregoing, our net income amounted to approximately $1.4 million and $1.5 million for the six months ended June 30, 2022 and 2021, respectively.

Liquidity and Capital Resources

Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.

Cash flows

The following table summarizes our cash flows for the six months ended June 30, 2022 and 2021:

	Six Months ended June 30,
	2022			2021
	$’000			$’000
Cash and cash equivalents as at beginning of the period		1,533			325
Net cash provided by operating activities		501			6,070
Net cash (used in) generated from investing activities		(387	)		898
Net cash used in financing activities		(657	)		(4,650	)
Effect on exchange rate change on cash and cash equivalents		(38	)		(27	)
Net (decrease) increase in cash and cash equivalents		(581	)		2,291
Cash and cash equivalents as at end of the period		952			2,616

42

Cash flows from operating activities

For the six months ended June 30, 2022, our net cash provided by operating activities was $0.5 million, which primarily consisted of our net income of $1.6 million, adding back (i) the non-cash depreciation of property, plant and equipment and right-of-use assets of $0.6 million, (ii) the decrease in account receivables $0.4 million, (iii) the decrease in inventory of $2.5 million, and (iv) the increase in accounts and other payables of $0.3 million, and partially offset by a decrease in contract liabilities of $4.9 million.

For the six months ended June 30, 2021, our net cash generated from operating activities was $6.1 million, which primarily reflected our net income of $1.3 million, as positively adjusted by (i) non-cash depreciation of property, plant and equipment and right-of use assets of $0.5 million, (ii) a decrease in accounts receivable of $0.4 million, (iii) a decrease in inventories of $1.1 million, (iv) an increase in accounts and other payables of $0.5 million, (v) an increase in contract liabilities of $2.4 million, and (vi) an income tax refund of $0.2 million, which was partially offset by a gain from the disposal of plant, property and equipment of $0.3 million.

Cash flows from investing activities

For the six months ended June 30, 2022, our net cash used in from investing activities was $0.4 million, primarily consisting of purchases of property, plant, equipment and investment.

For the six months ended June 30, 2021, our net cash generated from in investing activities was $0.9 million, primarily consisting of the proceeds from the disposal of property, plant and equipment, and investment.

Cash flows from financing activities

Our cash flows used in financing activities primarily consists of interest paid, proceeds from loans, repayment of loans, payment for interest portion of lease liabilities and payment for capital portion of lease liabilities.

For the six months ended June 30, 2022, our net cash used in financing activities of $0.7 million, which mainly consisted of bank loan proceeds (net) of $0.3 million and repayment of lease liabilities of $1.0 million.

For the six months ended June 30, 2021, our net cash used in financing activities of $4.6 million mainly consisted of bank loan repayment of $3.7 million and repayment of lease liabilities of $0.9 million.

Comparison of operating results for the financial years ended December 31, 2021 and 2020

Revenue

As set forth in the following table, during the financial years ended December 31, 2021 and 2020, our revenue was derived from the sale of heavy construction equipment, rental and services in our equipment sales, rental and services serving the infrastructure, building construction, mining, offshore and marine, and oil and gas industries:

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Sales of heavy construction equipment, rental and services
Equipment Sales		26,095		78.1		22,045		73.8
Rental		4,419		13.2		5,095		17.0
Services (1)		2,892		8.7		2,746		9.2
Total		33,406		100.0		29,886		100.0

⁽¹⁾ Services mean refurbishment and servicing, troubleshooting and repair, transportation and erection, crane operation and machinery cleaning.

Our total revenue increased by approximately $3.5 million or 11.8% to approximately $33.4 million for the year ended December 31, 2021 from approximately $29.9 million for the financial year ended December 31, 2020. Such increase was mainly attributable to the increase demand in our equipment sales of approximately $9.6 million as a result of demand from a major customer in Australia.

43

For the financial years ended December 31, 2021 and 2020, our net income amounted to approximately $1.8 million and $1.3 million for the financial years ended December 31, 2021 and 2020, respectively. The net income for the financial year ended December 31, 2021 was mainly caused by the increase in gross profit margin and lower interest costs that were partially offset by the decrease in other incomes and dividend income.

For the financial years ended December 31, 2021 and 2020, approximately 41.6% and 69.8% of our total revenue, respectively, was generated from customers located in Singapore and approximately 30.1% and 0.6% of our total revenue, respectively, was generated from customers located in Australia. For the same financial years, our revenue generated from customers located in other countries accounted for approximately 28.3% and 29.6% of our total revenue, respectively.

Revenue by geographical locations

During the financial years ended December 31, 2021 and 2020, the customers for our equipment sales, rental and services were mainly located in Singapore and Australia. The following table sets out a breakdown of our revenue by geographic location of our customers for the financial years ended December 31, 2021 and 2020:

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Singapore
Equipment Sales		7,048		50.8		13,888		66.5
Rental		4,412		31.8		5,037		24.1
Services		2,424		17.4		1,949		9.4
Total		13,884		100.0		20,874		100.0

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Australia
Equipment Sales		10,041		99.8		151		90.4
Services		23		0.2		16		9.6
Total		10,064		100.0		167		100.0

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Other Countries (1), individually less than 10%
Equipment Sales		9,006		95.2		8,006		90.5
Rental		7		0.1		58		0.7
Services		445		4.7		781		8.8
Total		9,458		100.0		8,845		100.0

⁽¹⁾ “Other Countries” means Maldives, Indonesia, Thailand, Vietnam, Philippines, and Middle East.

44

Singapore

The revenue in Singapore decreased by $7.0 million for the financial year ended December 31, 2021, as compared to the corresponding financial year ended December 31, 2020, which was primarily attributable to the decrease in demand from local customers.

Australia

The increase in revenue in Australia by $9.9 million for the financial year ended December 31, 2021, as compared to the corresponding financial year ended December 31, 2020, which was primarily attributable to the increase sale orders by a major customer in Australia of approximately $9.6 million.

Other Countries

Revenues from other countries increased by $0.6 million, which was primarily due to higher demand from new and recurring customers among various countries.

Cost of revenues

During the financial years ended December 31, 2021 and 2020, our Group’s cost of revenues increased by approximately $1.0 million or 4.4% to approximately $24.0 million for the financial year ended December 31, 2021 from approximately $23.0 million for the financial year ended December 31, 2020. Such increase was mainly attributable to the increase demand in our equipment sales of approximately $1.0 million and Services of approximately $0.4 million in 2021, offset by a decrease in Rental of approximately $0.4 million.

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Equipment Sales		20,604		85.7		19,654		85.3
Rental		684		2.8		1,122		4.9
Services		2,761		11.5		2,268		9.8
Total		24,049		100.0		23,044		100.0

Gross profit and gross profit margin

The table below sets forth our Group’s gross profit and gross profit margin by business sector during the financial years ended December 31, 2021 and 2020:

	Financial Years ended December 31,
	2021				2020
	Gross Profit		Gross Margin		Gross Profit		Gross Margin
	$’000		%		$’000		%
Equipment Sales		5,491		21.0		2,391		10.9
Rental		3,735		84.5		3,973		78.0
Services		131		4.5		478		17.4
Total		9,357		28.0		6,842		22.9

Our total gross profit amounted to approximately $9.4 million and $6.8 million for the financial years ended December 31, 2021 and 2020, respectively. Our overall gross profit margins were approximately 28.0% and 22.9% for the financial years ended December 31, 2021 and 2020, respectively. Our total gross profit increased during the financial years ended December 31, 2021 and 2020, which was generally due to the better profit margin through diversified purchasing networks from across various countries.

45

Selling and distribution expenses

Our selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound shipments. The following table sets forth the breakdown of our selling and distribution expenses for the financial years ended December 31, 2021 and 2020:

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Advertisement and promotion		24		2.2		29		2.5
Freight costs		983		88.2		983		85.3
Transportation and travelling		107		9.6		141		12.2
Total		1,114		100.0		1,153		100.0

Our selling and distribution expenses remained relatively stable at approximately $1.1 million and $1.2 million for the financial years ended December 31, 2021 and 2020, respectively, representing 3.3% and 4.0% of our total revenue for the corresponding financial years.

Administrative expenses

The following table sets forth the breakdown of our administrative expenses for the financial years ended December 31, 2021 and 2020:

	Financial Years ended December 31,
	2021				2020
	$’000		%		$’000		%
Depreciation of plant and equipment		823		12.5		982		15.6
Depreciation of right-of-use assets		775		11.7		691		11.0
Salaries and related costs		4,138		62.6		3,526		56.0
Repair and maintenance		47		0.7		179		2.9
Upkeep of motor vehicles		220		3.3		164		2.6
Professional fees		114		1.7		122		1.9
Others		492		7.5		630		10.0
Total		6,609		100.0		6,294		100.0

46

An increase in administrative expenses by approximately $6.6 million and $6.3 million for the financial years ended December 31, 2021 and 2020, respectively, representing 19.8% and 21.0% of our total revenue for the corresponding financial years.

Staff costs mainly represented the salaries, employee benefits and retirement benefit costs to our employees and directors’ remuneration. The staff costs of our Group increased by approximately at $4.1 million and $3.5 million for the financial years ended December 31, 2021 and 2020, respectively.

Depreciation expense is charged on our property, plant and equipment which includes (i) leasehold buildings; (ii) right-of-use assets; (iii) motor vehicles; and (iv) office equipment, and furniture and fittings.

Miscellaneous expenses were mainly comprised of insurance expenses, office supplies, legal and professional fees, repair and maintenance, vehicles upkeep and other miscellaneous expenses.

Other Income, Net

The following table sets forth the breakdown of our other income (expense) for the financial years ended December 31, 2021 and 2020:

	Financial Years ended December 31,
	2021			2020
	$’000			$’000
Other expenses	-			(15		)
Gain on disposal of plant and equipment		305			-
Interest income		19			14
Interest expenses		(716	)		(858	)
Government grants		109			582
Dividend income		-			1,030
Foreign exchange (loss) gain		(44	)		32
Others		724			1,142
Total		397			1,927

Interest expenses were $0.7 million for the financial year ended December 31, 2021 and $0.9 million for financial year ended December 31, 2020 from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness” in this section.

We reported $0.04 million of net foreign exchange loss in 2021 and $0.03 million of net foreign exchange gain in 2020.

Jobs Support Scheme is an initiative introduced by the Singapore Government in February 2020 in response to the outbreak of COVID-19, and further enhanced in April, May and August 2020, to provide wage support to employers to help them retain local employees by co-funding 25% to 75% of the first S$4,600 of monthly salaries paid to each local employee in a 9-month period up to July 2020, and 10% to 50% of the same in the subsequent seven-month period from September 2020 to March 2021. For the financial years ended December 31, 2021 and 2020, our Jobs Support Scheme income amounted to $0.1 million and $0.6 million, respectively. At this time, we do not anticipate receiving any future income from the Jobs Support Scheme.

Income Tax Expenses

During the financial years ended December 31, 2021 and 2020, our income tax expense was comprised of our current tax expense and deferred tax for the financial year.

For the financial year ended December 31, 2021, our income tax increased to approximately $0.2 million and our effective tax rate was 11.3% due to tax refund from previous years. Such income tax decrease was generally in line with the increase in our profit for the financial year.

47

For the financial year ended December 31, 2020, our income tax was approximately $3,000, and our effective tax rate, calculated as income tax divided by profit before income tax, was 0.2%. The relatively high effective tax rate for the financial year ended December 31, 2021, as compared to our tax rate for the financial year ended December 31, 2020, was mainly attributable to non-deductible expenses incurred for business advisories and consultation and overprovision in previous financial year.

Net Income

As a result of the foregoing, our net income for the financial year amounted to approximately $1.8 million and $1.3 million for the financial years ended December 31, 2021 and 2020, respectively.

Liquidity and Capital Resources

Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.

Cash flows

The following table summarizes our cash flows for the financial years ended December 31, 2021 and 2020:

	Years ended December 31,
	2021			2020
	$’000			$’000
Cash and cash equivalents as at beginning of the year		325			133
Net cash provided by operating activities		5,630			1,656
Net cash generated from (used in) investing activities		343			(565	)
Net cash used in financing activities		(4,758	)		(899	)
Effect on exchange rate change on cash and cash equivalents		(7	)		-
Net increase in cash and cash equivalents		1,208			192
Cash and cash equivalents as at end of the year		1,533			325

Cash flows from operating activities

For the financial year ended December 31, 2021, our net cash provided by operating activities was $5.6 million, which primarily consisted of our net income of $2.0 million, adding back (i) the non-cash depreciation of property, plant and equipment and right-of-use assets of $1.6 million; (ii) inventories written down of $1.5 million; and (iii) the increase in contract liabilities and provision of $5.8 million, and partially offset by (a) the decrease in accounts receivable of $1.2 million; (b) the decrease in inventories of $2.8 million; and (c) the decrease in accounts and other payables of $1.3 million.

For the financial year ended December 31, 2020, our net cash generated from operating activities was $1.7 million, which primarily reflected our net income of $1.3 million, as positively adjusted by (i) the non-cash depreciation of property, plant and equipment and right-of use assets of $1.7 million; (ii) the decrease in accounts receivable of $4.8 million; and (iii) inventories written down of $2.5 million which was partially offset by (a) the increase in inventories of $5.7 million; (b) the decrease in accounts payable and other payables, contract liabilities and provision of $2.4 million; (c) gain on disposal of property, plant and equipment; and (d) reversal of impairment for accounts receivable.

48

Cash flows from investing activities

For the financial year ended December 31, 2021, our net cash generated from investing activities was $0.3 million, primarily consisting of the proceeds from disposal of property, plant and equipment.

For the financial year ended December 31, 2020, our net cash used in investing activities was $0.6 million, primarily consisting of the purchase of property, plant and equipment.

Cash flows from financing activities

Our cash flows used in financing activities primarily consists of interest paid, proceeds from loans, repayment of loans, payment for interest portion of lease liabilities and payment for capital portion of lease liabilities.

For the financial year ended December 31, 2021, our net cash used in financing activities of $4.8 million, which mainly consisted of bank loan repayment of $3.7 million and the repayment of lease liabilities of $1.0 million.

For the financial year ended December 31, 2020, our net cash used in financing activities of $0.9 million, which mainly consisted of bank loan repayment of $0.4 million and the repayment of lease liabilities of $0.5 million.

Accounts receivable, net

Our net accounts receivable increased from approximately $5.7 million as of December 31, 2021 to approximately $6.0 million as of June 30, 2022. The increase was primarily attributable to an overall increase in sales during the six months ended June 30, 2022.

We did not charge any interest on or hold any collateral as security over these accounts receivable balances. We generally offer credit periods of 30 to 90 days to our customers. We have not had, and do not expect to have, issues collecting payment from these longer aging invoices.

The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below:

	June 30, 2022		December 31, 2021
		$’000		$’000
Within 30 days		1,220		1,335
Between 31 and 60 days		541		540
Between 61 and 90 days		2,075		489
Between 91 and 120 days		131		265
Over 120 days		2,078		3,063
Total accounts receivable, net		6,045		5,692

Movements in the provision for impairment of accounts receivable are as follows:

	June 30, 2022			December 31, 2021
	$’000			$’000
Opening balance		83			3,837
Write-off of loss allowance		(2	)		(3,754	)
Closing balance		81			83

49

We have a policy for determining the allowance for impairment based on the evaluation of collectability and aging analysis of accounts receivable and on management’s judgement, including the change in credit quality, the past collection history of each customer and the current market condition.

The loss allowance for accounts receivable related to a general provision for accounts receivable applying the simplified approach to providing for expected credit loss(es) (the “ECL(s)”). Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default. An ECL rate is calculated based on historical loss rates of the industry in which our customers operate and ageing of the accounts receivable.

During the six months ended June 30, 2022 and the financial year ended December 31, 2021, other than the loss allowance provision discussed above, no impairment loss was provided for amounts that were past due.

Accounts payable

The general credit terms from our major suppliers are payment within 30 days. Our accounts payable remained unchanged at approximately $4.4 million as of June 30, 2022 and December 31, 2021 respectively. We generally pay our accounts payable within 30 days of receipt of invoice. Our average payables turnover days remained relatively stable and amounted to approximately 67 days for the six months ended June 30, 2022 and 55 days for the financial year ended December 31, 2021.

We did not have any material default in payment of accounts payable during the six months ended June 30, 2022 and the financial year ended December 31, 2021.

Material Cash Requirements

Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease all our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority of our inventory purchases, which further constrains our cash liquidity.

We had the following contractual obligations and lease commitments as of June 30, 2022:

Contractual Obligations	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
	$’000		$’000		$’000		$’000		$’000
Operating lease commitment		4,471		1,648		2,033		208		582
Bank loan repayment		12,298		8,373		3,925		-		-
Total obligations		16,769		10,021		5,958		208		582

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this prospectus, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from this offering.

Bank Indebtedness

Bank Borrowings	Terms of repayments	Annual interest rate			June 30, 2022		December 31, 2021
					$’000		$’000
Term loans	2 to 5 years		2.7% - 3.5	%		3,058		3,844
Trust receipts	Within 12 months		2.85	%		6,487		5,278
Mortgage loan	10 years		2.77	%		2,753		3,204
Total						12,298		12,326

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As of June 30, 2022 and December 31, 2021, bank borrowings were obtained from several financial institutions in Singapore, which bear annual interest at a fixed rate from 2.7% to 3.5% and are repayable in 12 month to 10 years.

The Company’s bank borrowings currently are guaranteed by personal guarantees from Mr. James Lim and Ms. Lee NG and mortgage of the leasehold property at 22 Gul Avenue, Singapore 629662. We will seek a waiver for future guarantees following the completion of this offering.

Capital commitments

As of June 30, 2022 and December 31, 2021, we did not have any capital commitments.

Off-Balance Sheet Transactions

As of June 30, 2022, we have not entered into any material off-balance sheet transactions or arrangements.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. Section 107 of the JOBS Act 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, for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

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● Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates in the period include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions used in assessing right-of-use assets, and impairment of long-lived assets, and deferred tax valuation allowance.

The inputs into the management’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

● Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

● Foreign Currency Translation and Transaction

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the date of the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is United States Dollar or “US$” and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in their local currency, Singapore Dollars or “S$,” which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.

● Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash and cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore. There are no material accounts of the Company or any subsidiary in other jurisdictions.

● Restricted Cash

Restricted cash held by foreign subsidiaries relate to fixed deposits within or more than twelve months that also serve as security deposits and guarantees under the banking facilities.

● Accounts Receivable, net

Accounts receivable include trade accounts due from customers in the sale of products.

Accounts receivable are recorded at the invoiced amount. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

The Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.

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● Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

● Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful life
Leasehold building	Over the remaining lease term
Leasehold improvement	Over the remaining lease term
Plant and machineries	10 years
Motor vehicles	5 years
Office equipment, and furniture and fittings	3 to 10 years

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

● Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property, plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

● Revenue Recognition

(a) Goods and services sold

The Company receives some of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

The majority of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:

Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally met when the products are:

● Invoiced; and

● Shipped from the Company’s facilities or warehouse (“Ex-works,” which is the Company’s standard shipping term).

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(b) Equipment rental business

Our equipment rental business is governed by our standard rental contract. The Company accounts for the rental of heavy construction equipment as operating leases where, lease income from the prospective of lessor is recognized to the Company’s statement of income straight-line basis over the term of the lease once management has determined that the lease payments are reasonably expected to be collected. The performance obligation under these leasing arrangements is to deliver the unit to the customer at their location and ensure that our heavy construction equipment is ready for use, and/or available for use over the life of the lease contract. Our rental contract periods are monthly.

Our equipment rental business is generally short-term to mid-term in nature and our heavy construction equipment is typically rented for the majority of the time that we own it.

For these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the time the products are shipped.

The Company records its revenues on product sales, net of GST upon the services are rendered and the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority of the products at the rate of 7% on the invoiced value of sales in Singapore.

Amounts received as prepayment on future products are recorded as customer deposit and recognized as income when the product is shipped.

● Shipping and Handling Costs

No shipping and handling costs are associated with the distribution of the products to the customers which are borne by the Company’s suppliers or distributors during the six months ended June 30, 2022 and the financial years ended December 31, 2021 and 2020.

● Sales and Marketing

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs.

● Government Grant

A government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is depended on the management’s expectation of when the conditions attached to the grant can be fulfilled.

● Comprehensive Income (Loss)

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

● Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

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For the six months ended June 30, 2022 and the financial year ended December 31, 2021 and 2020, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2022 and December 31, 2021 and 2020, the Company did not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

● Leases

Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the FASB including ASC Topic 840, Leases.

The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

● Retirement Plan Costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level.

● Segment Reporting

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. For the six months ended June 30, 2022 and 2021, and the financial years ended December 31, 2021 and 2020, the Company has one reporting business segment.

● Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

● Commitments and Contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

● Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$75,000 (approximately $55,465) if the bank with which an individual/a company hold its eligible deposit fails. As of June 30, 2022, bank and cash balances of $1.0 million were maintained at financial institutions in Singapore, of which approximately $1.0 million was subject to credit risk. As of December 31, 2021, bank and cash balances of $1.5 million and restricted cash of $0.02 million were maintained at financial institutions in Singapore, of which approximately $1.5 million was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts is based on the estimated realizable value. The Company identifies credit risk on a customer-by-customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.

● Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

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● Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

● Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

● Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

● Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable, amount due to a related party, accounts payable, escrow liabilities, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party valuation based upon loan level data including note rate, type and term of the underlying loans.

The Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Recent Accounting Pronouncements

In May 2020, FASB issued ASU 2020-05, which is an update to ASU Update No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2020, the FASB issued ASU No. 2020-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on Company’s consolidated financial statements and related disclosures.

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In October 2021, the FASB issued ASU 2021-08, Codification Improvements to Subtopic 310-20, Receivables — Non-refundable Fees and Other Costs. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2021-08 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The Company is currently evaluating the impact of this new standard on Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-10, Codification Improvements. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

Impact of Inflation

In accordance with the Monetary Authority of Singapore, the year-over-year percentage changes in the consumer price index for 2021 and 2020 were 2.3% and -0.2%, respectively. The rate of inflation in Singapore for 2022 was 4.1% and is expected to continue to increase. As of the date of this prospectus, inflation in Singapore has not materially affected our profitability and operating results. However, we can provide no assurance that we not be affected by such inflationary pressures in Singapore or globally in the future. In the event that the inflationary pressures continue to increase to any material extent, we may pass along increased costs to our customers, which could result in loss of sales and loss of customers, and adversely impact our margins and results of operations.

Seasonality

We have not observed any significant seasonal trends. Our Directors believe that there is no apparent seasonality factor affecting the industry that our Group is operating in.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to interest rate risk while we have short-term bank loans outstanding. Although interest rates for our short-term loans are typically fixed for the terms of the loans, the terms are typically twelve months and interest rates are subject to change upon renewal.

Credit Risk

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research and analysis of the relevant economy and the underlying obligors and transaction structures. We identify credit risk collectively based on industry, geography and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

Liquidity Risk

We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.

Foreign Exchange Risk

Our reporting currency is the U.S. dollar, and almost all of our consolidated revenues and consolidated costs and expenses.

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HISTORY AND CORPORATE STRUCTURE

Our Group’s history can be traced back to September 1988 when Mr. James Lim, our Executive Director, Chairman, Chief Executive Officer and controlling shareholder, registered a sole proprietorship under the business name “Multi-Ways Equipment” to carry on the business of sales in generators and air compressors.

Multi Ways SG was incorporated as a company in Singapore on August 22, 2002 under the Singapore Companies Act as an exempt private company limited by shares, under the name of “Multi Ways Equipment Pte. Ltd.,” to take over the business of the sole proprietorship.

Our first workshop was located in Defu Lane, Singapore and we moved to 32 Joo Koon Road, Singapore 628985 in 1993 to accommodate increasing sales and rental orders and store our expanding range of heavy construction equipment. In 1996, our Group expanded our fleet of heavy construction equipment to include road-building equipment such as motor graders and tire rollers and mining equipment such as bulldozers and dump trucks.

In 2011, we moved to our flagship showroom and headquarters situated at 3E Gul Circle, Singapore 629633, where we display our wide selection of heavy construction equipment for our customers for viewing. Part of our premises at 3E Gul Circle, Singapore 629633 is also concurrently used as a storage facility and workshop where we conduct our refurbishment, maintenance and servicing services.

We expanded our fleet of heavy construction equipment to include cranes for sale in 2012, and expanded into the crane rental business in 2015. Due to the continued expansion in the fleet variety and quantity of our heavy construction equipment available to our customers of our sales and rental business, we acquired an additional storage facility at 22 Gul Avenue, Singapore 629662 where we commenced the construction of a storage facility building which was completed in 2017. Subsequently, we rented another storage facility at 16 Pioneer Sector 2, Singapore 628377 in 2020, to store some of our heavy construction equipment in Singapore.

Since then, our Group has expanded our range of products available for sales and rental to include various types of heavy construction equipment such as earth-moving equipment (which include excavators, bulldozers, wheel loaders and dump trucks), material-handling equipment (which include crawler cranes, rough terrain cranes and forklifts) and road-building equipment (which include motor graders, asphalt finishers and vibratory rollers), as well as offer complementary services such as refurbishment, servicing and maintenance of heavy construction equipment.

In 2015, we obtained BizSafe Level 4 accreditation from WSH, which is a nationally-recognized program designed to build workplace safety and health capabilities. We have approximately 55 employees in our maintenance and servicing team.

Over the last two decades, we have become a supplier of a wide range of heavy construction equipment in Singapore.

As at the date of this prospectus, our Group is comprised of the Company and its subsidiaries, MWE Holdings and Multi Ways SG.

Corporate Structure

Our Company was incorporated in the Cayman Islands on June 2, 2022 under the Companies Act as an exempted company with limited liability. Our authorized share capital is currently US$100,000 divided into 400,000,000 Ordinary Shares, par value US$0.00025 each.

MWE Holdings and Multi Ways SG are our direct and indirect wholly-owned subsidiaries respectively. Please refer to the chart in the section entitled “Organization Chart” below for a graphical representation of the corporate structure of our Group.

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Organization Chart

The chart below sets out our corporate structure.

Entities

A description of our principal operating subsidiary is set out below.

Multi Ways SG

On August 22, 2002, Multi Ways SG was incorporated in Singapore with limited liability. Multi Ways SG commenced business in 2002 and is principally engaged in the sales and rental of heavy construction equipment in Singapore and the region. As part of a group reorganization completed on August 26, 2022, Multi Ways SG became a wholly-owned subsidiary of MWE Holdings and an indirect wholly-owned subsidiary of our Company.

MWE Holdings

On June 15, 2022, MWE Holdings was incorporated in the BVI with limited liability. As part of a group reorganization completed on August 26, 2022, MWE Holdings became the direct holding company of 100% shares of Multi Ways SG and a wholly-owned subsidiary of the Company.

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INDUSTRY OVERVIEW

INDUSTRY

All the information and data presented in this section have been derived from Frost & Sullivan Limited (“Frost & Sullivan”)’s industry report commissioned by us entitled “Market Study of Construction Equipment in Singapore” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

MACRO ENVIRONMENT IN SINGAPORE

Driven by the continuous trade and industrial development, the nominal GDP of Singapore has recorded a steady growth from SGD440.5 billion in 2016 to SGD533.4 billion in 2021, representing a CAGR of 3.9%. It is further expected to grow at a CAGR of 4.3% for the next five years, reaching SGD678.7 billion by 2026.

In line with the growth of nominal GDP, the nominal GDP per capita has grown from SGD78.6 thousand in 2016 to SGD97.8 thousand in 2021, representing a CAGR of 4.5%, with estimation CAGR of 4.2% during 2022 to 2026.

Source: The Frost & Sullivan Report

Total population in Singapore stood at 5.45 million in 2021, representing a CAGR of -0.6% from 2016 to 2021. Amid the COVID-19 pandemic, the total population decreased by 4.2% from 2020 to 2021, which was largely due to the decrease in the non-resident population. The drastic changes in population are not expected to continue in the years to come. With the upcoming legislature that will limit the number of migrants that can enter the country, total population in Singapore is expected to rise at a CAGR of 0.1% from 2022 to 2026, reaching 5.35 million in 2026.

Source: The Frost & Sullivan Report

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According to the Building and Construction Authority of Singapore, the value of progress payment certified in Singapore recorded a decline from approximately SGD35.2 billion in 2016 to approximately SGD26.0 billion in 2021, representing a CAGR of -5.9%. The decline was mainly attributable to the previous economic uncertainties in the global and local environment, as well as the slowdown in sales of private residential properties resulting from the implementation of the government’s cooling measures on property market, such as imposing additional buyer’s stamp duty and seller’s stamp duty on property transaction. The drop in 2020 was due to the slowdown of construction activities as a result of the COVID-19 outbreak and the implementation of circuit breaker measures.

A steady level of construction demand and the backlog of work affected by the COVID-19 pandemic since 2020 continue to drive growth in the construction industry. With the improved labor shortage, strong pipeline of public housing projects, including those under the Home Improvement Programme, as well as healthcare developments and infrastructure work such as the Cross Island MRT Line (phase 1), the growth of the sector is supported. Given the latest property cooling measures, residential building demand is anticipated to moderate year on year amid more cautious market sentiments. In addition, commercial sector demand is expected to increase as hotels and attractions undergo refurbishment to prepare for a tourism revival while older premises are earmarked for redevelopment. Accordingly, the value of progress payment is estimated to increase at a CAGR of 1.2% from 2022 to 2026.

Source: The Frost & Sullivan Report

Note:

1.	Construction demand forecast in 2023-2026 excludes any potential awards of construction contracts for the development of Changi Airport Terminal 5 and its associated infrastructure projects as well as the expansion of Integrated Resorts as their construction timelines are still under review due to the impact of the COVID-19 pandemic.
2.	Value of progress payment refers to the partial payment made to a business or contractor after the completion of a predefined stage of work in the construction industry. In other words, it refers to the gross value of construction works performed by the contractor.

MARKET OVERVIEW OF CONSTRUCTION EQUIPMENT IN SINGAPORE

Definition

Machinery and equipment for construction works are the tools and machinery used in projects including civil, building, electrical and mechanical (E&M) and repair, maintenance, alteration and addition (RMAA) works.

The examples of construction machinery and equipment include generator welding set, air -compressor, compactor, roller, lighting tower water pump, forklift, wheel loader, bulldozer, tele-handler, boom lift, forklift, scissor lift. Based on the business model, the industry could be classified into three segments, namely (i) reconditioning, (ii) leasing, and (iii) sale.

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Reconditioning – Refurbishment of used machinery and equipment involves the (i) repair or replacement of broken or malfunctioning components, (ii) testing to ensure the functionalities of machineries, and (iii) cleaning and lubricating of equipment or machinery.

Leasing – A contract that allows for the use of machinery and equipment is entered between the lessor and leasee. It is an operating lease that represents an off-balance sheet financing of assets, where a leased asset and associated liabilities of future rent payments are not included on the balance sheet of a company.

Sale – Sales and distribution of machinery and equipment. It refers to (i) sourcing of machinery and equipment from manufacturers, (ii) distribution, and (iii) after-sales maintenance and technical support.

Industry Value Chain

The construction equipment market in Singapore is divided into upstream raw material provider, midstream manufacturer and sales agency and downstream end-user group. Upstream raw material provider provides mechanical and electronic components for midstream manufacturer, where subsequent construction equipment such as heavy equipment, cranes, roadwork machineries, mobility machineries, power units and portable equipment are fabricated by midstream construction machinery and equipment manufacturer. Manufacturer may establish its own sales channel, or engage sales agency in distributing, leasing and retailing respective machineries to downstream end-user groups including contractor, subcontractor and government agencies.

Source: The Frost & Sullivan Report

Market Size

The total market size of reconditioning, leasing and sale of machinery and equipment for construction works in Singapore has seen a decrease from SGD1,302.4 million in 2016 to SGD1,112.0 million in 2021, representing a CAGR of -3.1%. The drop is predominantly due to the slowdown of the overall construction industry in Singapore, leading to a fall in the demand for construction machineries.

With the recovery of the construction industry, such market size is expected to bounce back at a CAGR of 3.5% for the next five years, registering SGD1,467.1 million in 2026, attributable by the fact that it is increasingly common for construction project contractors to rent or utilize refurbished machineries, so as to save on operating cost and enhance the financial liquidity of the company.

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Source: The Frost & Sullivan Report

Market Drivers Analysis

Surge in demand for infrastructure development: The government of Singapore is planning various infrastructure projects in healthcare redevelopment and transport infrastructure. This initiative will raise the demand for the construction equipment market in Singapore. The Singapore Land Transport Authority has awarded more than SGD7 billion worth of contracts in 2021 for the construction of viaducts, stations, and depot for the Jurong Region Line and Cross Island Line Phase 1. Tenders for the remaining stations on the CRL Phase 1 are expected to be awarded progressively, with the first station slated to be opened in 2030. The development of Changi Airport Terminal 4 has been repurposed to a Vaccination Centre, and more recently into Changi Festive Village, which included a go-karting track. The surge in infrastructure projects will drive the demand for construction equipment such as excavators, cranes, and forklifts in the Singapore market.

Cost effective to lease and utilize refurbished equipment: Due to the high purchasing and maintenance cost of heavy construction equipment, many construction service providers in Singapore are asset-light in general, so as to conserve capital and increase liquidity. Contractors bent over backward to practice cost-saving strategies, including but not limited to leasing equipment instead of purchasing, and utilizing refurbished equipment instead of acquiring a new one. It is common for contractors to possess only light construction equipment, often refurbished, and rent the necessary heavy equipment when it is needed with a specific contract. As the human capital and land cost increase constantly, the profit margin of construction work is decreasing, thereby increasing incentive to rent and utilize refurbished equipment, creating opportunities in the reconditioning, leasing and sale of construction equipment market in Singapore.

Government funding and support underpinning the construction market: With a view to reduce noise impact and achieve a quieter living environment, the National Environment Agency (the “NEA”) has launched a SGD2 million Quieter Construction Innovation Fund (the “QCIF”), to incentivize the construction industry to adopt innovative quieter construction equipment and methods, in which construction corporates shall disburse their investment on related construction machinery during 2019 to 2021. The Investment Allowance Scheme launched by the Building and Construction Authority of Singapore in 2021 provides tax relief for productive construction equipment which aims to increase productivity in the construction industry by accelerating the pace of mechanization These governmental efforts collectively are expected to propel the investment devoted and incidence of leasing of construction machinery and equipment.

Market Trends Analysis

Trends in Technological Innovation: The shift towards intelligent systems driven by IoT and data analysis for service, networking, and sustainability is the rising trend in construction equipment market in Singapore. Due to limited space and workforce crunch especially in the Construction Industry of Singapore, the development of highly sophisticated technological advancements such as artificial intelligence and automation became much needed. Singapore Government plans to improve manufacturing productivity by 50% in 2030. Singapore Government has set up Global Innovation Alliance that is allowing local technology and manufacturing companies to collaborate with global manufacturers and enhance productivity through technology collaboration in Singapore.

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Utilizing Green Industrial Equipment: Environmental protection is being emphasized across all industries, and the construction industry in Singapore is no exception. Many contractors are utilizing environmentally-friendlier equipment and tactics to lower various kinds of pollutants. With the continued awareness of environmental protection, it is believed that such trend will continue in the near futures. Some measures include using Quality Powered Mechanical Equipment in foundation work sites, silent piling by press-in method to minimize noises and vibration impacts, replacing handheld percussive breakers with a bursting system, etc.

Increasing Variety of Construction Machineries: As construction works are scattered across Singapore, apart from the adoption of sizable machinery, compact equipment such as mini excavators and compact tracked loaders exert their edges of versatility and agility under constrained and narrow circumstances and serve a wide array of functions. These units are manufactured with large robust structures that are able to support the lifting and transport of heavy loads whilst also providing easy travel across the rough and uneven terrain often encountered on building sites, on agricultural grounds and mining sites. Accordingly, end-users of machineries are seeking such varieties in optimizing the efficiency in generating the deliverables.

Market Challenges Analysis

Labor Shortage in Singapore: Engineers and technicians are required to possess a professional background and relevant experience to conduct reconditioning work for sophisticated heavy machinery and industrial equipment. With the labor shortage problem in the construction field in Singapore, companies find it difficult to hire talent. Moreover, the criteria for the Employment Pass (EP) foreign labor have been raised by the MOM, and such amendment is expected to affect the number of successful applicants and workers, and thus, the growth and development of the leasing and sales of machineries and equipment for construction works market in Singapore will be hindered.

Cyclical Industry Nature: The construction industry is considered as a cyclical industry as it is affected by the business cycle and the current macroeconomic outlook, government policies and the speculation in the market. It poses uncertainties to the construction industry as it is likely that it will suffer when recessions happen. Once recessions hit the market, the demand for related construction machineries and equipment will be lowered, and thus, it is critical for industry participants to have a contingency plan in case of an economic downturn.

Competition Overview

The market for reconditioning, leasing and sale of construction equipment in Singapore is relatively fragmented with a large number of industry participants.

There are some large market participants that are involved in all parts of the value chain, including but not limited to the sales, leasing and reconditioning of machineries and leasing. They often possess a wide variety of machinery that can perform multi-functions in various industries, such as construction and mining, and are able to provide a one-stop machinery solution for corporates. On the other hand, there are medium to smaller scaled players who specialize in specific parts of the value chain, such as sales or leasing, or with specialties in serving a specific kind of client or machinery. They are often equipped with in depth market know-how and have ample experiences in their specialized field of work.

In Singapore, it is mandated for machinery suppliers to be registered with the Building and Construction Authority (the “BCA”) so as to serve the public sector, and to obtain a proof of qualification. As of May 2022, there are 228 companies registered under SY08 (supply of mechanical equipment, and plant & machinery) of the BCA list of contractors. According to the BCA, there are six grading classifications within such registration, each grading with different requirements on paid-up capital, past project experiences, and tendering limits.

Entry Barriers

Sufficient Capital Reserve: In general, construction equipment market is considered capital intensive and sufficient capital reserve is required for the procurement of components and equipment, training of qualified staff, and setup of production facilities. The operational scale, therefore, correlates to the level of financial capability. Without sufficient funding, new market entrants may find it difficult to maintain operations and compete with existing market participants.

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Extensive Sales Channels: Incumbent market participants usually have a well-established and long-term business relationships with suppliers, distributors and construction contractors. This allows the existing market participants to secure sales or leasing orders and acquire raw materials at a competitive pricing, which are the core competence in the construction equipment market. It is therefore challenging for new entrants to build up such professional network within short period of time.

Technological Knowledge: As a specialized field of service, construction equipment market requires strong technical knowledge, management experience and resources in building distribution network. Well-established market participants have gained years of industry experience in areas around sales, reconditioning and leasing, and have cultivated qualified staff and built long-term collaboration with industry participants. Given the lack of market know-how and industry experience, new entrants face difficulties in commencing and sustaining their business in construction equipment market.

Brand Reputation: As the construction equipment market is highly competitive, incumbent market participants have to differentiate themselves through providing value-adding services as well as creating their own branded products in order to stand out from the crowd. However, new entrants tend to have limited reputation and presence to secure their market position, making it hard to survive the fierce competition.

Competition

Functionality and Availability: Functionality and availability are the key success factors in the construction equipment market. The ability to offer a wide variety of specifications for clients at a designated place in a timely manner is the competitive edge. In addition, machinery and equipment that are able to perform multi-tasks with minimal downtime are preferred by clients. Provision of the latest advances in equipment and technology and flexibility upgrades also serve as an indistinguishable asset in the construction equipment industry.

Full-service Solutions: The capability for providing full-service solutions and end-to-end services, from sales, reconditioning to leasing, to customers is a key differentiator in the construction equipment market. From the evaluation and maintenance of the machineries and equipment to after-sale service, customers need a variety of services and participants who can provide these in an integrated manner, stand to gain multiple benefits. The leading market participants provide full-service solutions for a wide range of sectors, and have the capability to integrate such services and have developed significant expertise in specialized market segments.

Industry Expertise: Providing consistent quality services to client is another key success factor in the construction equipment market, in which high levels of safety and technical standards are required. Customers also generally prefer service providers who have accumulated rich experiences in the industry and possess a proven track record. Participants will therefore need to build up their brand reputation through the constant delivery of high-quality products and services.

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BUSINESS

Overview

We are a supplier of a wide range of heavy construction equipment for sales and rental in Singapore and the surrounding region. With more than two decades of experience in the sales and rental of heavy construction equipment business, we have established ourselves to be a reliable supplier of a wide variety of new and used heavy construction equipment to our customers from Singapore, Australia, UAE, Maldives, Indonesia and the Philippines. Our operation is based in Singapore.

Most of the heavy construction equipment in our fleet available for sales and rental by our customers comprise of used construction equipment which we have purchased from reliable suppliers whom we have established relationships with over the years in this business, and are located in various geographical locations in the region.

Our wide variety of new and used heavy construction equipment for sale and rental by our customers range from: (i) earth-moving equipment such as bulldozers, off-terrain dump trucks, excavators and wheel loaders; (ii) material-handling equipment such as crawler cranes, rough terrain cranes, scissor lifts, forklifts, boom-lifts and telescopic handlers; (iii) road-building equipment such as motor graders, vibrating compactors, asphalt finishers, skid loaders, backhoe loaders, hand rollers and mini excavators; and (iv) generators and compressors, such as air compressors, generators, lighting towers and welding machines.

Complementary to the heavy construction equipment products offered for sale and rental by us, we also offer services to our customers, such as servicing and maintenance services for heavy construction equipment, customization of heavy construction equipment to meet specific needs of certain customers, machinery cleaning which meet the standards required for quarantine-free import to Australia and New Zealand for customers based in those regions, provision of qualified crane operators to our customers to operate the cranes and transportation of heavy construction equipment, both within Singapore and cross-border transportation to desired ports.

With our wide variety of heavy construction equipment in our inventory and complementary equipment refurbishment and cleaning services, we are well-positioned to serve customers as a one-stop shop.

Our Customers

Our customers operate in various industries which range from the infrastructure and building construction industry, including piling and land reclamation, to the mining industry, marine industry and oil and gas industry. For example, our crawler cranes may be deployed at construction sites for lifting general construction materials and erection and dismantling of tower cranes for customers in the infrastructure and building construction industry. Another example is that our dump trucks may be deployed at jobsites to transport earth and soil between various areas within the jobsite for customers in the construction and mining industry. Such customers are generally contractors involved in construction or suppliers of equipment or services in the building construction sector. Customers in the oil and gas industry are generally suppliers of equipment and process modules for use in offshore oil and gas exploration, which may use our crawler cranes and rough terrain cranes to undertake installation and assembly of oil and gas structures and equipment. Customers in the mining industry are typically contractors involved in surface or underground mining, which may use our excavators and dump trucks.

Our key customer base operates in the following key industries:

Industry	Key Geographic Location
Infrastructure and Building Construction	Singapore, Malaysia, Indonesia, Vietnam, Bangladesh and Maldives
Mining	Australia and Indonesia
Oil and Gas	UAE
Marine	Indonesia

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Our Products

Most of our heavy construction equipment available for sales and rental by our customers are used equipment. Some of our used heavy construction equipment available for sales and rental to our customers are as follows:

(i) Earth-moving Equipment

Excavator	Mini Excavator
Excavators are essential for digging, material handling, demolition and are used in most construction projects. We have a range of excavators with varying operating capacities to cater to different needs of our customers.	We also offer mini excavators, with operating weight capacity of under 10 tonnage, which are able to work in small spaces.

Wheel Loader	Bulldozer
Wheel loaders are used for scooping and transporting earth and sand and run on wheels. Our selection of wheel loaders has varying operating capacities to cater to differing needs of customers.	Bulldozers flatten the ground by pushing materials such as earth, sand, rubble or rock with a heavy and broad blade or plate during construction work and travel on tracks. We offer a range of bulldozers with varying operating capacities.

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Dump Truck

Dump trucks are used for transporting loose material for construction and are typically filled with earth, sand, dirt, waste and other materials by another machine, where it then transports and dumps its load at a specified location. We offer a range of dump trucks with varying operating capacities.

(ii) Material-handling Equipment

Crawler Crane

Rough Terrain Crane

Cranes are machines generally equipped with chains and sheaves that can be used to lift and lower loads and to move them horizontally. Crawler cranes are used to lift and lower loads around construction sites safely and economically. The crawler crane comprises of a lattice boom mounted on an undercarriage with tracks. The heavy tracks provide the crane stability and mobility over undulating terrains. As such, it can move within jobsites easily and perform lifting with very minimal set-up. In addition, a crawler crane is capable of travelling while lifting a load at the same time. We have a wide range of crawler cranes with maximum load capacities ranging from 50 tonnage to 300 tonnage.

The rough terrain crane comprises a telescopic boom mounted on an undercarriage with rubber tires. The dual-cabin crane is capable of travelling on roads, thus eliminating the need for special equipment to transport the crane. When working on jobsites, outriggers are extended from the chassis of the crane to increase stability during lifting. The crane also has moving counterweights for additional stabilization. Rough terrain cranes are fitted with versatile steering capabilities to allow maneuvering of their extended chassis with ease.

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Forklift

Forklifts are powered industrial trucks used to lift loads and transport materials over short distances. Forklifts are used to carry goods and loads across distances of varying terrain. Although forklifts have lower load capacities than cranes, it is more compact and more easily maneuvered.

Boom Lift The boom lift is an aerial work platform providing temporary access for personnel or equipment to inaccessible areas, usually at height. It comprises a lift (or bucket) at the end of a hydraulic lifting system mounted on a self-moving platform. The boom lift is fitted with either a straight or an articulated boom, consisting of jointed sections, which can be controlled to extend the lift in a number of different directions. The boom lift is usually designed to be fully operated (including set-up) by a single person. Scissor Lift The scissor lift is another type of aerial work platform. It comprises a lift at the end of a set of linked, folding supports in a criss-cross ‘X’ pattern mounted on a self-moving platform. The lift is capable of vertical movements and can be extended horizontally to allow closer access to work areas. The scissor lift is also designed to be fully operated by a single person.

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(iii) Road-building Equipment

Motor Grader	Asphalt Finisher
Motor graders are used to flatten a surface during construction for fine grading, with a higher degree of precision than bulldozers.	Asphalt finishers are used to lay asphalt on roads by laying the asphalt flat and provides minor compaction.

Tire Roller Tire rollers are used to compact soils, hot mix and other materials and are typically used for pavements.	Vibratory Roller – Single Drum Vibratory rollers use the vibration of drums for compacting asphalt, soil and concrete to increase density and load-bearing capacity.	Vibratory Roller – Tandem Drum Tandem vibratory rollers are equipped with two steel drums on the front and back, and are used mainly to pave smooth surfaces like asphalt and rolled concrete.

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(iv) Generators and Compressors

Air Compressor	Generator
Air compressors are used to power tools on construction sites, such as power hammers, drills, saws, wrenches and other pneumatic tools by using compressed air as a form of energy.	Generators can be used to provide power to temporary buildings and construction machinery which require electricity to operate.

Our Equipment Sales Business

Our equipment sales business involves the sale of both new and used heavy construction equipment from our inventory, predominantly to our local or overseas customers in Singapore, Australia, UAE, Maldives, Indonesia and the Philippines.

Mr. James Lim, our Executive Director, Chairman and Chief Executive Officer, is primarily responsible for our equipment sales business. He and his team are in charge of sourcing for new and used construction equipment from various countries and regions such as Japan and the Middle East. Some of the construction equipment that we purchase are reserved for our rental business, and the rest are sold to our customers in Singapore and around the region.

We have a wide customer base in respect of our sales business, comprising more than 100 customers spanning Singapore, Australia, UAE, Maldives, Indonesia and Philippines.

We procure used construction equipment from our wide network of contacts. We have a reliable group of suppliers, whom we have long-standing relationships with. From these suppliers, we source good quality and competitively-priced used heavy construction equipment. Depending on the intended usage and regulatory requirements that our customers have to comply with, we recondition and refurbish our fleet of used heavy construction equipment prior to reselling them to our customers. The reconditioning and refurbishment of these used equipment are carried out at our servicing workshop situated at 3E Gul Circle, Singapore and is well-equipped to inspect, service, refurbish and repair used heavy construction equipment purchased from our suppliers. We also offer specific customization of any type of heavy construction equipment in our inventories, depending on the unique needs and requirements of our customers. Our reputation and experience in providing high quality reconditioning and refurbishment engineering services provide our customers with the confidence that used heavy construction equipment that they procure from us would be in good working condition. We believe that we have an established reputation amongst our customers for our reconditioned and refurbished heavy construction equipment and this has allowed us to expand our equipment sales business over the years. We have 55 employees in our maintenance and service team who are based in Singapore, comprising highly-skilled mechanics, technicians, painters and panel-beaters who are well-qualified to refurbish the wide range of heavy construction equipment in our inventories.

Besides used heavy construction equipment, we also source new heavy construction equipment from reputable dealers all over the world to satisfy our customers’ needs. This ensures our competitiveness of supplying established brands of heavy construction equipment to them.

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It is in our business practice not to take speculative positions in our equipment sales business. We typically purchase equipment if there is an existing purchase commitment or serious indication of purchase interest from our customers, or if, based on our decades of experience, is likely to be popular for rental. However, to maintain our position as one of the leading suppliers of a wide range of new and used construction equipment, we do maintain an inventory of such equipment which are more popular with our customers and which, in our view, are easier to resell.

Equipment sales business constitutes approximately 83.8% and 70.2% of our Group’s total revenue for the six months ended June 30, 2022 and 2021 respectively. In the six months ended June 30, 2021, our Group’s total revenue generated from equipment sales business was $8.9 million, of which approximately 44.3% and 55.7% were sales from Singapore and overseas markets respectively. In the six months ended June 30, 2022, our Group’s total revenue generated from equipment sales business was $16.8 million, of which approximately 26.6% and 73.4% were sales from Singapore and overseas markets respectively.

Equipment sales business constitutes approximately 78.1% and 73.8% of our Group’s total revenue for the financial years ended December 31, 2021 and 2020 respectively. In the financial year ended December 31, 2020, our Group’s total revenue generated from equipment sales business is $22.0 million, of which approximately 63.0% and 37.0% are sales from the Singapore and overseas markets respectively. In the financial year ended December 31, 2021, our Group’s total revenue generated from equipment sales business is $26.1 million, of which approximately 27.0% and 73.0% are sales from the Singapore and overseas markets respectively.

Sales Process Flow

The process flow pertaining to our sales business activities can be generally illustrated diagrammatically as follows:

 

Purchase of Equipment from Suppliers

Our Executive Director, Chairman and Chief Executive Officer, Mr. James Lim’s wide network of contacts has allowed us to build a reputation and rapport with a network of trusted suppliers from around the region. Our suppliers constantly update us with information on equipment availability in the market. Our suppliers will typically provide us with digital photographs of the available used equipment for sale, and will inform us of the state and condition of such equipment. Subject to expected demand for the equipment and refurbishment works needed, our sales team further negotiates sales terms with our suppliers before committing to purchases.

Customer Inquiries for Equipment Purchases

Through our commitment to deliver quality equipment which are customizable based on our customer’s needs, we have firmly established ourselves as a preferred equipment supplier to our customers. Our existing customers, together with potential new customers through referrals and through online inquiries via our website at https://www.multiways.com.sg, approach us with inquiries whenever they need to purchase heavy construction equipment for their projects. Subject to equipment availability and acceptable sales terms, our customers enter into sales agreement confirming their equipment purchases with us.

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Functionality Testing, Inspection and Refurbishment of Equipment

Upon arrival of the equipment at our workshop in Singapore, our experienced maintenance service team conducts thorough inspections on every aspect of equipment functionality and usability. We have designated diagnostic testing and inspection checklists for different types of heavy construction equipment, as each type of equipment has different functionality testing and maintenance needs such as bulldozers, cranes, excavators, generators and compressors, wheel loaders and motor graders. For example, functionality testing and inspection of our bulldozers will involve visual checks on the general appearance of equipment, inspection of operator’s cockpit, testing of braking system and various engine parts such as the radiator, engine filter and exhaust system. Thereafter, our maintenance service team will note the various refurbishment or maintenance works required for specific equipment and schedule the approximate completion time for each of the works required. For used equipment, our maintenance service teams will proceed to conduct the necessary refurbishment and maintenance works such as replacing worn parts, which is typically followed by a fresh coat of paint or paint touch-ups such that our equipment is visually pleasing.

Our team of technicians conducts a final round of testing and inspection of the refurbished equipment for functionality and usability after refurbishment and maintenance works are completed, prior to delivery to our customers, so as to maintain quality standards of our equipment to our customers.

Delivery to Customers

Our equipment sales team arranges shipment in accordance with the delivery schedule as required by our customers. As a one-stop shop for services offered to our overseas customers, we provide container packing services and arrangement of transportation to our customer’s desired port.

Warranty for new equipment is covered by the original equipment manufacturers. For used equipment, whilst we do not provide any warranty, we are dedicated to deliver equipment to the satisfaction of our customers.

Our Rental Business

Our rental business comprises the rental of our full suite of heavy construction equipment, mainly to customers within Singapore.

We have a comprehensive fleet of heavy construction equipment to support our customers who need to comply with regulations relating to the use and operation of heavy construction equipment, such as those stipulated by the MOM, BCA, HDB and LTA in Singapore. For example, our cranes deployed on LTA and HDB worksites must not exceed 15 years from the date of manufacture. Another example is that for HDB worksites, only HDB-approved crane erectors are allowed to operate cranes, and such cranes are required to be registered with the HDB. We have more than 30 cranes which are currently registered with the HDB and 15 of our employees are approved as crane erectors by the MOM.

Our customers who deploy our construction equipment for rent are predominantly in the infrastructure and building construction industry in Singapore. For example, in the infrastructure industry, our cranes are used for piling and foundation works for constructing highways and train tunnels. As another example, in the construction industry, our customers typically rent our cranes which are utilized in the construction of buildings and upgrading works to hoist and lift heavy equipment at construction sites, excavators to lift smaller loads and for digging as well as dump trucks to transport loose materials during the construction process.

The crane rental contracts which we enter into with our customers are of varied durations which are typically monthly leases or such other periods as required by our customers depending on their construction work schedule, for flexibility and convenience. Rental contracts for other types of equipment are typically for a shorter duration, ranging from a few days to several months, depending on project requirements.

Our Group also provides crane operation services to our customers, to complement the provision of crane rental service. We have 15 operators who are qualified to operate crane machinery in Singapore. Larger cranes also require dismantling for transportation to a job site, followed by erection of crane machinery at desired locations within the job site. We offer transportation service of cranes to our customers’ desired location, and crane erection services, where the crane is transported and installed at the job site and the erection and dismantling of cranes.

Our rental business constitutes approximately 10.3% and 18.9% of the Company’s total revenue for the six months ended June 30, 2022 and 2021 respectively. Our rental business constitutes approximately 13.2% and 17.0% of the Company’s total revenue for the financial years ended December 31, 2021 and 2020 respectively.

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Rental Process Flow

The process flow pertaining to our equipment rental business activities can be illustrated diagrammatically as follows:

Customer Inquiries on Rental

Customers approach us for our comprehensive equipment fleet and responsive service. As a result, our existing customers, as well as prospective customers, approach us with inquiries when they need to rent equipment for their jobsites. In addition, our equipment rental team actively communicates with our customers and offers our equipment and services to them according to their requirements. This also enables us to obtain first-hand feedback on the equipment rental demand situation in the market.

Submission of Quotation and Confirmation of Rental Order

Based on our customers’ requirements, our rental team will prepare and provide a quotation and present our product offerings and service solutions to our customers for their consideration. Thereafter, our customers sign and return the quotations or issue purchase orders to confirm their equipment rental orders.

Functionality Testing, Inspection and Maintenance of Equipment

To ensure minimal disruptions due to mechanical faults or breakdown, our experienced maintenance service team inspects and services the equipment thoroughly at our workshop prior to each mobilization and delivery to our customers’ jobsites based on specific checklists as part of our quality control processes.

Services Rendered to Rental Customers

Our rental team plans and coordinates the mobilization and delivery of our equipment to our customers’ jobsites.

If required, our crane operators are able to offer crane operation services per customers’ specifications. Our crane operators adhere strictly to stipulated work safety requirements and ensure that the equipment is used safely and properly, with no excessive wear and tear to the machinery and equipment.

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In the event of any equipment breakdown or malfunction, our customers reach us at our hotline in which our maintenance service response team will be dispatched as soon as possible to assist during working hours from Mondays to Saturdays. Our servicing technician will assess and troubleshoot the equipment breakdown at our customers’ jobsites and rectify the issues on-site, where practicable, for time and cost efficiency. If such equipment cannot be repaired on-site, it will be transported to our workshop for repairs.

Return of Equipment and Inspection

At the end of the rental period, our liaison person will make arrangements with the customer for return of the equipment. Most of our customers engage our transportation service in which we assist to transport the rental equipment from the jobsites for return to our storage facilities. Once towed into our storage facilities, our trained team of mechanics and technicians will inspect and test each rental equipment for functionality and usability as per our designated checklists, and recommend and coordinate appropriate servicing and maintenance works (including any refurbishment or painting works) to be done at our workshop.

If there is any defect arising from the rental usage of our equipment (other than fair wear and tear), our liaison person will contact the customer directly to make arrangements on repair costs and expenses to be borne by the affected customer for such defect.

Fleet Renewal Strategy

Our Group also makes conscientious efforts to upgrade and expand our fleet of heavy construction equipment regularly to ensure that our service continues to meet our customers’ evolving needs and requirements across various industries. Our constant communication with our customers across different geographical locations and industries offers us a real-time feedback mechanism which we believe puts us in good stead to enable us to proactively and pre-emptively consider new and upgraded forms and types of heavy construction equipment which will be sought after by our customers.

Before acquiring any heavy construction equipment, we will assess the development and outlook of the market for the particular type of equipment and analyze, amongst other things, the value and earnings potential of the equipment and investment time frame for recouping the investments. We regularly review the composition and fleet of heavy construction equipment to ensure that we continue to meet customers’ requirements and to monitor our operational needs against repair and maintenance costs. In order to maintain the reliability and safety track record of our heavy construction equipment and to minimize or reduce expenditure on major repair and maintenance works, we may dispose older equipment and replace them with newer ones.

With this fleet renewal strategy, we believe that we are able to ensure our heavy construction equipment remains relevant and efficient and able to consistently deliver reliable service to our customers.

Our Services

To complement our sales and rental of new and used heavy construction equipment, we offer the following services:

● Refurbishment and Servicing

● Troubleshooting and Repair

● Transportation and Erection

● Crane Operation

● Machinery Cleaning

Services constitute approximately 5.9% and 10.9% of the Company’s total revenue for the six months ended June 30, 2022 and 2021, respectively. Services constitute approximately 8.7% and 9.2% of the Company’s total revenue for the financial years ended December 31, 2021 and 2020, respectively.

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Refurbishment and Servicing

We offer service and maintenance packages to regularly maintain so as to keep the heavy construction equipment used by our customers in good working order and condition. Our servicing and maintenance services include following our designated checklists and manufacturer guidelines for periodic maintenance, preparing documentation detailing maintenance issues, visual inspection of general appearance of the equipment, testing and maintenance of braking system, engine and hydraulic system, as well as repainting works. As part of our after-sales service and maintenance package, we also provide inspection services, which include checking on the standard safety requirements, physical inspection, and physical load-lifting test for certain heavy construction equipment such as cranes. Our technicians will then sign off on the relevant checklist after functionality testing and examination of the particular heavy construction equipment.

We also offer customization refurbishment services, in which we remodel and customize certain heavy construction equipment to fit the specific needs and requirements of our customers. For example, our customers may approach us to spray-paint their heavy construction equipment in their corporate colors and include logo embellishment. We also offer customization of specific technical specifications of our equipment, such as changing the length of the boom or arm of an excavator and installing additional piping and attachments to equipment to suit our customers’ requirements.

We seek to provide timely and effective after-sales services, and are available to assist our customers to ensure prompt response to our customers’ needs.

Troubleshooting and repair

In the event that our customers face any technical issues or machinery breakdown, we are able to provide troubleshooting and repair services with our team of skilled technicians and mechanics from our workshop located at 3E Gul Circle, Singapore. Typically, upon receiving our customers’ request for troubleshooting works, we will dispatch one of our technicians or mechanics as soon as practicable to the jobsite where the equipment is situated, who will assist to troubleshoot on-site. In the event that the equipment cannot be repaired on-site, we will arrange for it to be transported to our workshop for further testing and repair works.

Transportation

We offer domestic transportation services within Singapore, as well as overseas transportation of heavy construction equipment to our overseas customers. We offer a one-stop service for our overseas customers, in which we provide container packing services and arrange shipment of heavy construction equipment to our customers’ desired port.

Crane Erection and Operation

We have 15 crane operators who are qualified and certified by the MOM to erect and operate cranes in Singapore. Some of our customers in our equipment rental business require our assistance to erect the cranes on the jobsite, and operate the cranes based on their needs and requirements.

Machinery Cleaning

We provide thorough cleaning services for heavy construction equipment. Our machinery cleaning services meet the stringent import cleaning conditions of Australia and New Zealand for quarantine-free import.

COMPETITIVE STRENGTHS

We have a long and proven track record in the supply of heavy construction equipment in Singapore

We have been supplying heavy construction equipment and related materials to our customers for over two decades and have accumulated extensive industry experience. We believe our strong industry knowledge, reputation and consistent delivery of quality products and services have contributed to our success over the years.

We believe our strong track record in the supply of heavy construction and related equipment will facilitate the promotion and demand for our products with both existing and new customers, as well as the expansion of our business.

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Skilled maintenance and servicing team who respond promptly to customers’ requests and are flexible in adapting to their needs and requirements

We pride ourselves in having a skilled team of technicians, mechanics, painters and panel-beaters who have relevant skills and expertise in refurbishment of heavy construction equipment and troubleshooting and repair works, who have accumulated experience over the years. We have a team of 27 mechanics, 22 technicians and 6 painters and panel-beaters in our maintenance and servicing team, who are able to respond promptly to our customers’ requests, in terms of providing troubleshooting services, customization of equipment and refurbishment works. Our maintenance and servicing team have the required expertise and experience in conducting refurbishment works to the heavy construction equipment, and are able to customize specific parts or technical specifications to suit our customers’ needs and requirements, as various types of construction work have varying requirements. Our accumulated experience enables us to provide such value-added services to our customers.

We have the ability to source for and offer a wide and diversified range of heavy construction equipment for sales and rental to our customers

We have a wide range of heavy construction equipment which are typically required for construction projects across various industries such as infrastructure, building construction, mining, offshore and marine, and oil and gas. This enables us to reach out to a wider group of customers in varying industries in different geographical locations in the region. We constantly maintain and renew our wide fleet of heavy construction equipment, so as to remain relevant and adaptable to our customers’ requirements.

We have strong and stable relationships with our suppliers and customers

Since the commencement of our Group’s business over the last two decades, we have developed strong and stable relationships with our key suppliers and customers in the region. We have identified and maintained good relationships with reliable suppliers, who will typically notify us of used heavy construction equipment for sale. This enables us to source for and purchase used heavy construction equipment which are in good condition, and which are serviceable in which we refurbish prior to selling or renting such equipment to our customers. Our equipment rental and sales customers regularly return to us for repeat business and from time to time, they also refer other prospective customers to us. We have a wide customer base comprising more than 100 customers from Singapore, Australia, UAE, Maldives, Indonesia and the Philippines.

We have strived to maintain stable business relationships with our key customers. For the six months ended June 30, 2022 and 2021, our top five customers accounted for 48.6% and 37.9% of total sales respectively. For the financial years ended December 31, 2021 and 2020, our top five customers accounted for 43.6% and 26.6% of total sales respectively, and three of our top five customers have more than 10 years of business relationships with us.

We have an experienced management team

We have an experienced management team, led by Mr. James Lim, our Executive Director, Chairman and Chief Executive Officer who has been instrumental in spearheading the growth of our Group. Mr. James Lim has over 30 years of experience in the supply of heavy construction equipment industry in Singapore and is primarily responsible for planning and execution of our Group’s business strategies and managing our Group’s customer relationships.

Our Group is supported by an experienced management team with substantial experience in the supply of heavy construction equipment. Our experienced management team includes members such as Mr. James Lim, Ms. Lee NG, Ms. Maggie Lim, Mr. Nick Tan and Ms. Nancy Lee.

BUSINESS STRATEGIES

We intend to strengthen our market position in the sales and rental business of heavy construction equipment within Singapore and the region, by implementing the following business strategies and plans.

Expand and renew our fleet of heavy construction equipment

We intend to continue to acquire both new and used heavy construction equipment to expand and renew our fleet available for sales and rental by our customers. With a wider range of equipment fleet available, we believe that we will be able to target a larger pool of customers and further expand our customer base and strengthen our market position. With a newer fleet of construction equipment, we believe that equipment downtime caused by wear and tear would be reduced, thereby resulting in an equipment fleet that is more reliable.

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Increase our storage facilities and capabilities

As we plan to increase our fleet size, we will need additional physical storage facilities to house our heavy construction equipment. We intend to look for opportunities to acquire or lease properties so that we will have sufficient space to house our equipment. In the event that our business continues to grow, we may need to expand our workshop to accommodate increasing refurbishment works and customization orders from our customers.