As filed with the U.S. Securities and Exchange Commission on June 5, 2026.

Registration No. 333-[•]

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

_________________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________________

MSAV HOLDINGS LTD
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

_________________________

No. 35-1, Jalan 2/115a,
Taman Pagar Ruyung,
Jalan Kuchai Lama,
58200 Kuala Lumpur, Malaysia
(+6) 03 7972 3025
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________________

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED JUNE 5, 2026

PROSPECTUS

MSAV HOLDINGS LTD

5,000,000 Ordinary Shares

This is the initial public offering of ordinary shares, par value US$0.00001 per share (“Ordinary Shares”), of MSAV HOLDINGS LTD, a Cayman Islands exempted company. Throughout this prospectus, unless the context indicates otherwise, references to “MSAVH” refers to MSAV HOLDINGS LTD, a holding company, and references to “we”, the “Company” or “our company” are to MSAVH and/or its combined subsidiaries.

We anticipate that the initial public offering price of the Ordinary Shares to be in the range of US$4.00 and US$6.00 per Ordinary Share.

Prior to this offering, there has been no public market for our Ordinary Shares. We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MSAV”. At this time, Nasdaq has not yet approved our application to list our Ordinary Shares There can be no assurance our application for listing will be approved by Nasdaq. If our application is not approved, we will not proceed with this offering.

Our authorized share capital is US$50,000.00 divided into 5,000,000,000 ordinary shares of par value US$0.00001 each (the “Ordinary Shares”).

We are a holding company incorporated in the Cayman Islands and conduct all our operations through our subsidiaries in Malaysia. 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 the Ordinary Shares do not represent or constitute equity interests in our subsidiaries.

Upon completion of this offering, our issued and outstanding shares will consist of 25,000,000 Ordinary Shares assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares. We will be a controlled company as defined under Nasdaq Stock Market Rules because, immediately after the completion of this offering, LYS (BVI) LTD (“BVI-1), our controlling shareholder, of which Low You Siong, our Director, is the beneficial owner and sole shareholder, will own approximately 52% of our total issued and outstanding Ordinary Shares. See “Principal Shareholders” and “Prospectus Summary — Implications of Being a Controlled Company.”

After this offering, LYS (BVI) LTD will control shares representing more than 50% of the total voting power of our issued shares. As a result, this concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our memorandum and articles of association, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. In addition, this may have anti-takeover effects and may prevent or discourage unsolicited acquisition proposals or offers for our share capital that you may feel are in your best interest as one of our shareholders.

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. Investing in our common stock involves a high degree of risk. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer”.

Investing in our Ordinary Shares is highly speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 15, for factors you should consider before investing in our Ordinary Shares.

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.

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(1)      Assuming an initial public offering price of US$5.00 being the mid-point of the initial public offering price range.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Neither we, nor any of the underwriters 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, nor the underwriters take responsibility for, or provide any assurance about the reliability of, any information that you may receive from other parties. 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.

You should not assume that the information contained in the registration statement of 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.

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.

For investors outside the United States: Neither we, nor any of the underwriters 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.

Until [•][•], 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

MARKET, INDUSTRY, AND CERTAIN STATISTICAL 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 including Independent Market Research report prepared for the Company by Frost & Sullivan, a third-party global research organization, commissioned by our Company. 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.

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 United States Securities and Exchange Commission (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, regional, national, international, or global political, economic, business, competitive, market and regulatory conditions, the risk factors set forth in “Risk Factors” including but not limited to the following:

•        our business strategies, operating plans, and business prospects;

•        our capital commitment plans and funding requirements and the availability of financing and capital to fund these needs;

•        our ability to effectuate and manage our planned business expansion;

•        the regulatory and political environment in the jurisdictions in which our we operate;

•        competition in the rental and installation of audiovisual and LED display equipment industry in which we operate;

•        our ability to attract clients and maintain client loyalty;

•        our ability to retain senior management team members and recruit qualified and experienced new team members;

•        breaches of laws or regulations in the operation and management of our current and future businesses and assets;

•        the overall global economic and general market conditions;

•        our ability to execute our strategies;

•        our ability to maintain our competitiveness and operational efficiency;

•        our ability to anticipate and respond to changes in the rental and installation of audiovisual and LED display equipment industry and in client demands, trends, and preferences;

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

•        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 market for rental and installation of audiovisual and LED display 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 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.

ENFORCEABILITY OF CIVIL LIABILITIES

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability and our affairs are governed by our Amended and Restated Memorandum and Articles of Association and the Companies Act, and the common law of the Cayman Islands.

All of our assets are located outside the United States. In addition, substantially all of our executive Directors and our senior management reside outside the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

We have appointed Puglisi & Associates as our agent to receive service of process with respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the United States of America or of any state of the United States of America.

Ogier, 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 officers that are predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state or other territory of the United States of America; 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.

We have been advised by Ogier that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. 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. Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Given that all of our assets are located in Malaysia and that most of our directors and officers are Malaysian nationals or residents whose assets are predominantly outside the United States, investors may encounter difficulties in effecting service of process in the United States on us or our directors and officers, or in enforcing United States court judgements, including those arising under the civil liability provisions of United States federal or state securities laws. There are currently no statutes, treaties, or arrangements between the United States and Malaysia providing for the reciprocal recognition and enforcement of court judgments. Under Malaysian law, a foreign judgment cannot be directly enforced and must first be recognized by a Malaysian court in accordance with applicable statutory or common law principles.

Recognition and enforcement of a foreign judgment in Malaysia require that the foreign jurisdiction be a reciprocating country listed under the Reciprocal Enforcement of Judgments Act 1958 (“REJA 1958”), the Maintenance Orders (Facilities for Enforcement) Act 1949, or the Probate and Administration Act 1959. The United States is not included, and therefore any United States judgment must be enforced through fresh proceedings in a Malaysian court.

Under REJA 1958, for a foreign judgment to be recognized and enforced in Malaysia, the judgment must: (i) be monetary in nature, excluding sums payable for taxes, fines, or penalties; (ii) be rendered by a foreign court with jurisdiction recognized by a Malaysian court; (iii) not have been obtained by fraud; (iv) not contravene Malaysian public policy; (v) have been issued in proceedings consistent with natural justice; and (vi) be final and conclusive.

DEFINITIONS

“Amended and Restated Articles of Association” means the Amended and Restated Articles of Association of our Company, adopted on and effective as of November 27, 2025, and as further supplemented, amended, or otherwise modified from time to time.

“BVI” refers to the British Virgin Islands;

“BVI-1” refers to LYS (BVI) LTD a company incorporated under the laws of British Virgin Islands on November 12, 2025.

“CAGR” means compound annual growth rate.

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

“Controlling Shareholder” means LYS (BVI) LTD, a company incorporated under the laws of British Virgin Islands of which Low You Siong, our Director, is the beneficial owner and sole shareholder.

“COVID-19” means the Coronavirus Disease 2019.

“Group” means MSAV HOLDINGS LTD, and its subsidiaries MSAV (BVI) LTD (“MSAV BVI”) and Mekar Subur AV Sdn. Bhd.

“MSAV” means Mekar Subur AV Sdn. Bhd. a company incorporated in Malaysia with limited liability in 2013, an indirectly wholly owned subsidiary of MSAVBVI and our operating subsidiary in Malaysia.

“MSAVH” means MSAV HOLDINGS LTD, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on November 4, 2025.

“Amended and Restated Memorandum of Association” means the Amended and Restated Memorandum of Association of our Company adopted on and effective as of November 27, 2025, and as further supplemented, amended, or otherwise modified from time to time.

“Amended and Restated Memorandum and Articles of Association” means the Amended and Restated Memorandum and Articles of Association of our Company adopted on and effective as of November 27, 2025, and as further supplemented, amended, or otherwise modified from time to time.

“Operating Subsidiary” refers to Mekar Subur AV Sdn. Bhd., a company incorporated in Malaysia with limited liability, an indirectly wholly owned subsidiary of MSAV BVI and our operating subsidiary in Malaysia;

“$”, “US$”, “USD” or “US dollars” refers to the legal currency of the United States.

“Ringgit”, “MYR” or “RM” refers to the legal currency of Malaysia.

“Warehouses” refers collectively to the two warehouse facilities, located at Lot 5746B and Lot 5746C, Batu 4½, Jalan Kelang Lama, 58000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.

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 the 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.

Risks Related to Our Business and Industry

Our business success depends significantly on our ability to maintain technological competitiveness and adapt to evolving market trends

Our competitive position is substantially dependent on our ability to maintain pace with technological advancements in the audio-visual industry and provide cost-effective solutions to our customers. The audio-visual technology sector is characterized by rapid technological evolution, and there can be no assurance that we will consistently anticipate or adapt to such changes effectively.

The Operating Subsidiary’s capacity to service clients is linked to the relevance and capabilities of our LED panel and audio-visual equipment portfolio. Our equipment procurement decisions are influenced by anticipated customer requirements, specific customer specifications, technological advancement trajectories, market trend analysis, and projected equipment utilization rates based on our management’s industry experience.

We depreciate our equipment over their estimated useful lives. Failure to accurately anticipate market trends or customer requirements when investing in new equipment could result in suboptimal utilization rates while fixed depreciation costs continue to impact our financial performance. Such circumstances might necessitate equipment impairment provisions, adversely affecting our financial position.

Furthermore, rapid technological advancement may render our existing equipment portfolio obsolete faster than anticipated, potentially requiring accelerated replacement cycles or leading to impairment charges. Should we fail to maintain technological competitiveness, accurately predict market trends, or secure necessary equipment financing, our competitive position, profitability, and financial performance could be materially and adversely affected.

Our operating results are affected by changes in market trends of the hotel and event management industry, marketing and/or entertainment industry, and we may not be able to adapt to changing market demands effectively

The Operating Subsidiary’s business and our operating results are significantly influenced by changes in both the hotel and event management industry and the marketing and entertainment industry in Malaysia. Changes in how business conduct meetings, conferences, corporate events, product launches, and entertainment shows could materially affect the demand for our services. For instance, shifts in marketing preferences toward digital platforms or alternative promotion methods could reduce demand for traditional in-person events requiring audio-visual equipment and solutions. Such change in business and marketing practices could adversely affect demand for our services.

The Operating Subsidiary provides audio-visual solutions primarily to convention centers, hotels, corporate clients, and entertainment event organizers. Changes in how these clients choose to present content, engage audiences, conduct marketing activities, or utilize their spaces could affect demand for our services. If our clients shift away from traditional audio-visual presentations or live events toward alternative methods of content delivery, marketing, or audience engagement, they may reduce their audio-visual equipment requirements or seek different technological solutions.

Our clients’ preferences regarding audio-visual installations are also subject to change. Convention centers, hotels, and event venues may alter their audio-visual requirements based on evolving customer expectations or cost considerations. Similarly, changes in marketing trends, such as a shift from live product launches to digital campaigns, or changes in entertainment preferences could affect demand for our equipment and services.

In providing our services, we are often required to implement our clients’ specific requirements for their corporate events, conferences, marketing activities, and entertainment shows through our audio-visual solutions. Our ability to meet these requirements depends on our technical capabilities and understanding of our clients’ needs across different industries.

Given the evolving nature of technology and changes in both the hotel and event management industry and marketing/ entertainment industry requirements, there is no assurance that we will continue to anticipate or respond effectively to our clients’ changing preferences. Our failure to adapt our services to such changes could reduce our competitive advantage and materially affect our business, results of operations and financial condition.

Our continued success depends on our ability to retain the services of our key management personnel and key technicians, and any loss of their services may impair our ability to maintain our continued success

Our success has been largely attributable to the contributions, commitment, and experience of our key management personnel and key technicians, particularly their familiarity with our business operations and their experience in the audio-visual industry. Our director and Controlling Shareholder, Low You Siong, has over 20 years of experience in the audio-visual industry.

The Operating Subsidiary’s continued success is dependent on our ability to retain the services of our key management personnel, including our directors and members of our senior management, as well as key technicians who possess the necessary experience and expertise in the audio-visual industry. If we fail to retain any of our key management personnel and key technicians, we may not be able to recruit experienced or qualified personnel in a timely manner or at all. Our ability to maintain business relationships with existing customers and suppliers, and to secure new business opportunities, particularly in the hotel and event management industry and for corporate events, may be negatively affected. We may also need to incur additional costs in the recruitment and training of new staff. This is particularly critical given the technical nature of our audio-visual equipment and the specialized knowledge required to operate and maintain such equipment effectively. The loss of key personnel could result in operational disruptions and reduced technical capability. In such events, our competitiveness, business performance, results of operations, and business prospects may be materially and adversely affected.

Any defect in the audio-visual equipment sourced from our suppliers may adversely affect the reliability and quality of our audio-visual solutions

The quality of our audio-visual equipment is pivotal to the reliability of the solutions we offer to our customers in Malaysia. While the Operating Subsidiary selects suppliers carefully based on various factors, including product quality, track record and business cale, and inspects equipment purchases after delivery, certain mechanical or technical defects may be latent and not detectable at the time of procurement. We cannot guarantee that our quality control measures would be effective in avoiding risks of substandard equipment purchases.

In the event of defective products, we may not be able to seek a timely replacement from our suppliers. We may also experience difficulties in finding alternative sources of supply readily available to provide equipment at comparable price, quality, and quantity in a timely manner to fulfil our requirements within the required timeline. Such supply chain disruptions may materially affect our ability to deliver our audio-visual solutions to our customers, particularly during periods when multiple events are scheduled. Equipment defects or failures during client events could damage our reputation and the audio-visual solutions industry and potentially lead to loss of future business opportunities. Additionally, any need to source replacement equipment on short notice could result in increased costs and reduced profit margins. As a result, our business reputation and results of operations may be materially and adversely affected by any significant issues with equipment quality or reliability.

Our business is highly related to the marketing and entertainment industry which is sensitive to changes in economic, political and social conditions in Malaysia

The Operating Subsidiary’s performance and financial conditions depend on Malaysia economy, to which substantially all of our revenue for the fiscal years ended June 30, 2025 and 2024 was attributable. If there is a downturn in the Malaysian economy, our existing and potential customers, including convention centers, hotels, corporate clients, and event organizers, may reduce their discretionary spending. This could particularly affect spending on marketing activities, corporate events, conferences, and entertainment-related shows and exhibitions. As a result, the overall market demand for our audio-visual services may be reduced, and our results of operations and financial position may be significantly and adversely affected.

Any change in Malaysia’s existing political environment may affect the stability of the economy, thereby affecting our results of operations and financial position. Political changes could impact various aspects of our business environment, including regulations affecting the hotel and event management industry, entertainment industry, and business events. Economic uncertainty or volatility could lead businesses to postpone or cancel events and marketing activities that require our audio-visual solutions. Social and economic factors, such as changes in consumer confidence, corporate spending patterns, or business sentiment, could also affect our clients’ willingness to invest in events and audio-visual presentations. Any significant reduction in corporate events, product launches, or entertainment shows could directly impact the demand for our services. As a result, any political and social instability in Malaysia, if significant and prolonger, could also have a material adverse effect on our business, financial condition, results of operations and prospects.

Any postponement or cancellation of our rental or installation engagements may affect the availability of our LED and audio-visual equipment, disrupt our operations and result in a loss of income

Due to the engagement-based nature of our business model, the Operating Subsidiary relies on careful scheduling of both rental and installation engagements to maximize the utilization of our LED displays and audio-visual equipment. However, engagements may be postponed or cancelled for reasons beyond our control, including, among others, delays in property construction or renovation projects, adverse weather conditions affecting installation work, or regulatory compliance issues regarding digital display installations.

While our standard service agreements include compensation provisions for event cancellations, these provisions may not fully protect our financial interests. Under our current terms, where a cancellation is made on or after the rehearsal date or the event date, clients are required to compensate us with 50% of the agreed fee. However, there is no assurance that we will be able to successfully enforce these compensation terms or that clients will honor these payment obligations in all circumstances.

For our installation projects and long-term rental engagements, the risk of financial impact from cancellations or postponement remains significant. While we may have already incurred costs in equipment preparation, transportation, or preliminary installation work, the compensation terms may not fully recover our actual costs and potential loss of alternative business opportunities. Furthermore, sudden cancellations or postponements can create operational challenges, as our LED and audio-visual equipment portfolio and technical personnel may have been specifically allocated for these engagements. Even with compensation, we may face difficulties in quickly redeploying these resources to alternative projects, potentially resulting in underutilization of our assets and personnel. Additionally, while our compensation terms may provide some financial protection, it does not mitigate the potential long-term impact on client relationships and future business opportunities that may arise from engagement cancellations or postponements. Market reputation and client confidence could be materially and adversely affected regardless of compensation received.

Delays in equipment logistics and delivery could significantly disrupt our operations and adversely affect our business performance

Our Operating Subsidiary’s LED and audio-visual solutions business depends heavily on the timely transportation and delivery of equipment from its warehouses to various event venues and installation sites throughout Malaysia. We rely on third-party logistics providers to transport our Operating Subsidiary’s sensitive and valuable LED displays, audio systems, and related equipment. This dependence on external logistics services exposes the Operating Subsidiary’s operations to factors beyond its direct control.

The transportation of our Operating Subsidiary’s equipment may be subject to various disruptions including severe weather conditions, traffic congestion, road accidents, vehicle breakdowns, or labor disputes affecting the logistics providers. These disruptions could result in significant delays in equipment delivery. Equipment delivery delays could have cascading effects on our Operating Subsidiary’s project timelines. Late arrivals of LED displays and audio-visual equipment could delay installation schedules, potentially causing our Operating Subsidiary to miss contracted setup deadlines. This could result in client dissatisfaction, contractual penalties, or damage to our Operating Subsidiary’s reputation for reliability in the LED and audio-visual solutions market.

The risk of logistics disruption is particularly acute for engagements requiring simultaneous delivery of multiple sets or coordinated deliveries across different locations. Our Operating Subsidiary’s ability to serve multiple clients or manage multiple events could be compromised by logistics delays, potentially resulting in lost business opportunities or damage to client relationships.

Furthermore, delivery delays may require our Operating Subsidiary to incur additional costs for expedited shipping or alternative logistics arrangements to meet project deadlines. These unexpected costs could reduce the Operating Subsidiary’s profit margins on affected projects. In cases where equipment cannot arrive in time, our Operating Subsidiary might need to source substitute equipment at higher costs.

Our Operating Subsidiary’s warehouse management and logistics planning processes aim to minimize these risks, but we cannot guarantee that our processes will be sufficient in all circumstances. The nature of LED and audio-visual equipment transportation, combined with time-sensitive nature of many of the Operating Subsidiary’s engagements, makes it particularly vulnerable to logistics disruptions. These logistics-related risks could materially and adversely affect our business operations, financial performance, and market reputation in the LED and audio-visual solutions industry.

We may not be able to obtain adequate financing for our LED and audio-visual equipment business in the future

Our business requires substantial working capital for daily operations, including equipment maintenance, technical staff salaries, and execution costs. Additionally, significant capital investment is required to purchase new LED displays and audio-visual equipment to maintain technological competitiveness and support our business growth in both rental and installation segments. The advancement in LED and audio-visual technology necessitates regular equipment updates to meet evolving client demands and industry standards.

For the fiscal years ended June 30, 2025, and 2024, and the six months ended December 31, 2025, we have utilized cash generated from our operations and bank borrowings to maintain our cash flow and finance our capital expenditure. Our ability to raise additional capital will depend on various factors, including our business performance, market conditions, and the overall economic environment in Malaysia. We are unable to assure you that we will be able to obtain bank borrowings and other external financing on commercially acceptable terms or in a timely manner in the future.

If we are unable to obtain necessary financing or are required to repay our bank borrowings on demand or to pledge additional cash deposits as securities, or we fail to obtain such financing on favorable terms due to factors beyond our control, we may face working capital constraints. This could force us to defer essential equipment upgrades, limit our ability to make on new installation projects or large-scale rental engagements, or result in a net current liabilities position. Such limitations could materially and adversely affect our competitive position and growth prospects in the LED and audio-visual solutions market.

The availability and terms of financing are critical for our ability to maintain an up-to-date inventory of LED displays and audio-visual equipment, which is essential for securing and executing both rental and installation engagements. Any limitation in our ability to finance equipment upgrades could adversely affect our service quality and market competitiveness.

We may, on occasion, not enter into full formal agreements with our customers for the supply and rental of our audio-visual equipment and accessories.

In certain cases, our Operating Subsidiary previously entered into formal agreements with customers for the supply and rental of our audio-visual equipment and accessories, but some of these agreements have since expired. These arrangements are now renewed on an event-by-event basis through the issuance of purchase orders.

Operating without formal agreements may expose us to contractual and operational risks. In the absence of a binding contract, disputes or disagreements with customers may arise regarding the terms of supply, rental, and payment, even after our equipment has been delivered and services rendered. Such disputes could result in delayed payments, non-payment, or reputational harm.

While our Operating Subsidiary intends to minimize reliance on informal arrangements and will use its best efforts to enter into formal agreements prior to providing equipment or services, there can be no assurance that this will always be feasible. This is particularly true in cases involving long-standing customers whom we consider reputable and strategically important. In such instances, we may proceed with supplying equipment and services without a formal agreement, which may increase our exposure to legal and financial risks

Our equipment in Malaysia is placed in our warehouses which are vulnerable to natural disasters or other unforeseeable events which may severely disrupt our business operations

The Operating Subsidiary relies primarily on our equipment for the provision of audio-visual solutions to our customers in Malaysia. Our equipment could be damaged or ruined by flooding, outbreak of fire, electricity outage, and/or other unforeseeable events while they are stored in our warehouses in Malaysia. They are also exposed to risks of theft, burglary, robbery, or human sabotage at our warehouses or event venues, including convention centers, hotels, and other commercial properties where our equipment is deployed. The risk of equipment damage or loss is significant given that Malaysia experiences periodic monsoon season and flooding in certain regions. Our warehouses may still be susceptible to extreme weather conditions, natural disasters, or other catastrophic events that could result in damage to our inventory of audio-visual equipment.

There is no assurance that all risks are adequately insured under our insurance policies. Even if a certain risk is covered by insurance currently maintained by us, there may be terms in our insurance policies which will render the insured loss irrecoverable under such policies. Insurance claims, if any, may also be subject to lengthy processing times and may not fully compensate us for the replacement cost of our equipment or business interruption losses.

If the quantity of our available equipment is reduced because of the occurrence of any of the aforementioned events and our suppliers are not able to provide us with replacements promptly, our operations may be severely interrupted. Any significant loss or damage to our equipment could result in project delays, customer dissatisfaction, and potential loss of business opportunities. Furthermore, the customized nature of our audio-visual equipment means that immediate replacement may not always be possible, as certain equipment may need to be specially ordered or customized to meet our specifications. Our business, financial condition, and results of operations may therefore be materially and adversely affected by any significant disruption to our equipment portfolio or warehouse operations.

We face intense competition in the LED and audio-visual solutions industry and may not be successful in competing against our competitors

The LED and audio-visual solutions industry in Malaysia is becoming increasingly competitive, with service providers expanding their capabilities to offer comprehensive solutions encompassing both rental and installation services. We anticipate that more competitors may evolve into one-stop solution providers, offering integrated services spanning from equipment rental to semi-permanent installations, thereby enhancing their client retention capabilities.

Competition in our industry may intensify as both local and international players expand their presence in the Malaysian market. The increased competition may result in downward pressure on our rental and installation service fees, reduced profit margins, loss of market share in both rental and installation segments, increased marketing and customer acquisition costs, price competition in equipment rental and installation projects, and higher costs in maintaining technological competitiveness.

Our competitors may possess certain competitive advantages over us, including more extensive equipment portfolio, greater financial resources for equipment acquisition and technological upgrades, stronger relationships with corporate clients, more comprehensive service offerings, more competitive pricing structures, and broader geographical coverage.

There is no assurance that we can maintain our current market position in either the rental or installation segments. New competitors may emerge with superior technology, better financing, or stronger client relationships. Existing competitors may substantially expand their operations or enhance their technical capabilities, potentially affecting our ability to secure new contracts or retain existing clients. The rapidly evolving nature of LED and audio-visual technology also means that competitors who successfully adopt new technologies or business models may gain significant advantages. If we fail to keep pace with technological advancements or adapt our service offerings to changing market demands, our competitive position may be materially weakened.

Additionally, market consolidation through mergers and acquisitions among our competitors could create larger, better-resourced entities that may compete more effectively against us. Our business strategy and market positioning, which focuses on providing high-quality LED and audio-visual solutions for both rental and installation segments, may become less effective as competitors enhance their service offerings and technical capabilities. The success of our business model relies heavily on maintaining technological competitiveness and service quality, which requires continuous investment in new equipment and technical expertise.

If we fail to compete effectively in this dynamic market environment, we may lose potential customers and market share. Such competitive pressures could materially and adversely affect our business prospects, financial condition, and results of operations. Furthermore, the need to remain competitive may require us to reduce our service fees or increase our investment in equipment and technology, which could negatively impact our profitability.

Our safety measures and procedures may not fully prevent industrial accidents, which could result in significant liability and adversely affect our operations

The installation and dismantling of LED displays and audio-visual equipment, along with general stage setup activities, involve inherent occupational risks due to the nature of heavy manual operations, working at heights, and handling of electrical equipment. While we maintain safety protocols, we cannot guarantee that these measures will prevent all workplace accidents.

The risks are particularly significant in our installation projects, where work often involves complex equipment setup in various commercial environments. Even with safety measures and supervision, accidents may occur due to various factors including human error, equipment malfunction, or challenging installation conditions. Such incidents could result in serious injuries to our employees.

Under Malaysian employment and workplace safety laws, we may be liable for injuries sustained by both our direct employees and workers employed by our subcontractors during the course of installation or dismantling work. This liability could extend to compensation for medical expenses, loss of income, permanent disability, or fatal accidents. Additionally, we could face regulatory penalties and enforcement actions for workplace safety violations.

The occurrence of workplace accidents could result in compensation claims and legal expenses, increased insurance premiums, delays and additional costs. Such incidents could significantly damage our reputation in the LED and audio-visual solutions industry. We may also face regulatory investigations and penalties, potentially requiring temporary suspension of installation operations and additional costs for implementing enhanced safety measures.

While we maintain insurance coverage for workplace injuries, such insurance may not fully cover all potential claims and liabilities. Moreover, serious accidents could lead to temporary work stoppages, affecting our ability to complete projects on schedule and potentially resulting in contract breaches or client dissatisfaction. The impact of workplace accidents could extend beyond immediate financial costs. Any serious incidents could damage our reputation as a reliable LED and audio-visual solutions provider, potentially affecting our ability to secure new contracts, particularly for large-scale installation projects. Furthermore, heightened regulatory scrutiny following accidents could result in more stringent safety requirements, increasing our operational costs and affecting our project execution capabilities.

We may face intellectual property claims related to our LED and audio-visual solutions, which could adversely impact our operations and financial performance

Our LED and audio-visual solutions business involves the integration of various technologies and content in delivering visual displays for our clients. In providing these services, we may inadvertently infringe upon patents, copyrights, or other intellectual property rights owned by third parties. The complexity of intellectual property rights in the LED and audio-visual industry creates inherent risks. When providing rental services or installing fixed location LED displays, we integrate various technological components and systems. The technological solutions we implement may unknowingly incorporate elements that are subject to third-party intellectual property rights, exposing us to potential infringement claims.

A significant portion of our business involves displaying content provided by our clients through our LED systems and audio-visual equipment. While our clients are responsible for ensuring they have the necessary rights to use and display such content, we may become involved in disputes regarding content rights or usage. Our involvement in content display, even as a service provider, could result in our being named in intellectual property infringement

claims. Intellectual property litigation can be lengthy and expensive, requiring significant management attention and financial resources to defend. Such proceedings could divert our focus from core business operations and development initiatives. Legal defense costs, settlement payments, or adverse judgments in intellectual property cases could substantially impact our financial performance. If we are found to have infringed intellectual property rights, we may be required to pay substantial damages or ongoing royalty fees, modify our technical solutions or service offerings, invest in developing or acquiring alternative solutions, or restructure certain aspects of our business operations. The costs associated with these remedial measures could significantly impact our financial position and operational capabilities. Furthermore, adverse outcomes in intellectual property disputes could harm our reputation in the LED and audio-visual solutions market, potentially affecting our ability to retain existing clients or attract new business. The need to modify our solutions or service offerings in response to intellectual property claims could also impact our ability to deliver services effectively and maintain our competitive position in the market. These intellectual property risks and potential consequences could materially and adversely affect our business operations, financial condition, and market position in the LED and audio-visual solutions industry.

Our insurance coverage may not be adequate to cover potential liabilities

Certain risks disclosed elsewhere in this section such as risks in relation to customer concentration, our ability to obtain new contracts, our ability to retain and attract personnel, availability and performance of subcontractors, project and cost management, our ability to maintain and renew our registrations, credit risk and liquidity risk, are generally not covered by insurance because they are either uninsurable or it is not cost justifiable to insure against such risks. Insurance policies covering losses from acts of war, terrorism, or natural catastrophes are also either unavailable or cost prohibitive.

Further, we may be subject to liabilities against which we are not insured adequately or at all or liabilities against which cannot be insured. Should any significant liabilities arise due to accidents, natural disasters, or other events which are not covered or are inadequately covered by our insurance, our business may be adversely affected, potentially lead to a loss of assets, lawsuits, employee compensation obligations, or other forms of economic loss.

We cannot guarantee that our current levels of insurance are sufficient to cover all potential risks and losses. In addition, we cannot guarantee that we can renew our policies or can renew our policies on similar or other acceptable terms. If we suffer from severe unexpected losses or losses that far exceed the policy limits, it could have a material and adverse effect on our business, financial position, results of operations and prospect.

Our business plans and strategies may not be successful or be achieved within the expected time frame or within the estimated budget

Our business objectives and strategies as set out in this prospectus are based on our existing plans and intentions. They are based on prevailing circumstances and the development trend of the visual and audio solutions industry currently known to our directors and senior management. These plans are subject to inherent risks and uncertainties at different development stages. We intend to expand our existing business in accordance with our business objectives. We also intend to further increase our capital reserve for financing our equipment purchases, enhancing our equipment, strengthen or manpower in order to cope with the expected increase in demand for our services. The implementation of our strategies and plans will result in significant capital expenditure incurred by us, which may or may not be recoverable, and may divert management’s attention from other business concerns. Our plans and strategies may be hindered by risks including but not limited to those mentioned elsewhere in this section.

There is no assurance that we will successfully implement our strategies or that our strategies will be able to achieve our business objectives. The execution of our future plans may also be hindered by other broader factors beyond our control, such as general market conditions, the economic and political environment of Malaysia. There is also no assurance that we will be able to successfully maintain or increase our market share or grow our business successfully after deploying our management and financial resources. Any failure in maintaining our current market position or implementing our plans could materially and adversely affect our business, financial condition and results of operations.

We and the Operating Subsidiary are exposed to potential disruptions and risks from unforeseen disasters or crises.

The operations and business continuity of our Operating Subsidiary depend on its ability to operate without significant interruption. Unforeseen events such as natural disasters, pandemics, power outages, or other catastrophic events could potentially disrupt their operations, leading to business interruption, financial loss, and damage to

our reputation. While our Operating Subsidiary has in place business continuity plans, these plans might not be sufficient to mitigate all potential disruptions. Furthermore, in the context of a global pandemic, our operations may be severely impacted due to government-imposed restrictions, widespread illness among the employees of the Operating Subsidiary, or disruptions in supply chain. There is no guarantee that the contingency plans could fully prevent or remediate the effects of such unforeseen disasters or crises. Thus, our financial condition, results of operations, and business prospects may be adversely affected.

We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business.

We may be involved in claims and litigations in respect of various matters from our customers, subcontractors, workers and other parties concerned with our works from time to time. Such claims may include in particular employees’ compensation claims and personal injury claims in relation to personal injuries suffered by workers as a result of accidents arising out of and in the course of employment of the injured workers. There is no assurance that we will not be involved in any claims or legal proceedings, nor can we assure you that any such claims or legal proceedings would not have a material adverse impact on our business. Should any claims against us fall outside the scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits of any outstanding and potential claims, we need to divert management resources and incur extra costs to handle these claims, which could affect our corporate image and reputation if they were published by the press. If the aforesaid claims were successfully made against us and are not covered by insurance policies, we may need to pay damages and legal costs, which in turn could adversely affect our results of operations and financial position.

We may not be able to obtain or maintain the necessary certificate of registration to import regulated equipment as well as certificates of approval for our audio-visual equipment and related accessories.

Under Malaysian law, certain categories of communication and multimedia equipment are subject to certification by the Energy Commission.

We are currently in the process of applying for the Certificate of Registration (“CoR”) to import certain regulated equipment as well as the required Certificates of Approval (CoA) for some of our equipment. There can be no assurance that we, or any agents engaged to assist in the certification process, will be able to obtain or maintain such certificates in a timely manner, or at all. The certification process may involve technical testing, documentation review, and compliance with applicable standards.

Failure to obtain or maintain the required CoR and CoAs could result in regulatory non-compliance and subject us to regulatory fines, prevent us from importing, supplying, or renting affected equipment in Malaysia, and materially and adversely affect our business, financial condition, results of operations, and prospects.

We may be required to relocate our warehouse operations if the tenancy for our current premises is not renewed.

Our Operating Subsidiary, MSAV, currently utilizes the premises located at Lot 5746B and Lot 5746C, Batu 4½, Jalan Klang Lama, 58000, Wilayah Persekutuan, Kuala Lumpur (“Warehouses”) as warehouses for storage purposes. The tenancy agreement commenced on April 1, 2026 and will expire on March 31, 2028, whereupon the landlord may, if it so desires, offer to renew the tenancy for an additional period of two (2) years, subject to MSAV’s acceptance. Accordingly, there can be no assurance that the tenancy will be renewed.

If we are unable to secure a renewal or enter into new tenancy arrangement for these premises upon expiration of the term (including any renewal term), we may be required to relocate our warehouse operations. Such relocation could result in temporary disruption to our logistics and inventory management, increased operating costs, and potential delays in fulfilling customer orders, which could adversely affect our business, financial condition, and results of operations.

Our Warehouses tenancy agreement may be subject to unilateral termination by the landlord, which could disrupt our operations.

The tenancy agreement for the Warehouses contains provisions that allow the landlord to unilaterally terminate the agreement under certain circumstances, including but not limited to the sale or development of the Warehouses or for any reason whatsoever. In such instances, the landlord may terminate the tenancy by providing MSAV with one (1) month’s written notice, without any compensation payable to MSAV. If the landlord exercises this right, we

may be required to vacate the premises on short notice. Any such termination could result in the loss of access to our warehouse facilities, disruption of storage and logistics operations and increased costs associated with securing alternative premises, all of which could adversely affect our business, financial condition, and results of operations.

We may face risks that our landlords may terminate our tenancy agreements due to non-compliance with applicable laws and tenancy covenants.

The tenancy agreements entered into by our operating subsidiary, MSAV, contain covenants requiring MSAV, among others, to comply with all applicable laws, rules, regulations, directions, and guidelines affecting the demised premises, the landlord, and MSAV’s employees, as well as to conduct its business in a proper manner. These covenants further require MSAV to obtain, maintain and ensure the continued validity of all necessary approvals and relevant licences, and not to take any action that would result in a breach of any conditions attached thereto.

There are certain instances of non-compliance with laws relating to the business activities carried out by MSAV, including the absence of the required CoR and CoA. Such non-compliances may constitute breaches of the covenants under its tenancy agreements and could entitle the respective landlords of the demised premises to terminate those tenancy agreements. In the event of any such termination, MSAV may be required to relocate its operations to alternative premises, which could result in operational disruptions, increased costs, and could adversely affect our business and results of operations.

Failure to comply with local regulatory requirements may result in fines, penalties and adverse effects on our operations.

Our Operating Subsidiary is required to comply with various Malaysian laws and obtain necessary licenses and approvals to lawfully carry out its business, the failure of which may subject us to the imposition of material fines and penalties. We are specifically subject to several key regulatory regimes on business licensing, workplace safety and equipment approval. See “Regulatory Environment” on page 83.

As at the date of this prospectus, our Operating Subsidiary is not in full compliance with the requirements to secure certificates of approval for regulated equipment and certain workplace safety requirements. The Operating Subsidiary is currently implementing remedial measures and expects to achieve compliance. Failure to achieve compliance may affect our business, cash flows, financial condition, results of operations and/or result in the imprisonment of members of our management, which would adversely affect our operations and financial performance.

We may face risks that our landlords may terminate our tenancy agreements due to non-compliance with applicable laws and tenancy covenants.

The tenancy agreements entered into by our operating subsidiary, MSAV, contain covenants requiring MSAV, among others, to comply with all applicable laws, rules, regulations, directions, and guidelines affecting the demised premises, the landlord, and MSAV’s employees, as well as to conduct its business in a proper manner. These covenants further require MSAV to obtain, maintain and ensure the continued validity of all necessary approvals and relevant licenses, and not to take any action that would result in a breach of any conditions attached thereto.

There are certain instances of non-compliance with laws relating to the business activities carried out by MSAV, including the absence of the required CoR and CoA. Such non-compliances may constitute breaches of the covenants under its tenancy agreements and could entitle the respective landlords of the demised premises to terminate those tenancy agreements. In the event of any such termination, MSAV may be required to relocate its operations to alternative premises, which could result in operational disruptions, increased costs, and could adversely affect our business and results of operations.

We are subject to risks associated with loan and financing arrangement

In the ordinary course of business, our Operating Subsidiary has obtained loans and financing facilities to support its liquidity during the COVID-19 outbreak, as a prudent move to safeguard operations amidst heightened uncertainties during the COVID-19 period.

As of June 30 and December 31, 2025 our Operating Subsidiary has three (3) outstanding banking facilities, as follows: (a) On or about 22 April 2020, MSAV obtained a term loan of RM860,000 from AmBank (M) Berhad (“Ambank”) (“AmBank TL”). The AmBank TL carries a tenure of seven (7) years, with repayments commencing on the 5th day of the month following full drawdown, which took place on 18 June 2020. The interest rate is 4.5% per

annum above AmBank’s base lending rate, which is currently 6.45% (as at the date of this prospectus); (b) On or about 24 February 2020, MSAV obtained a term loan of RM700,000 from RHB Bank Berhad (“RHB”) (“RHB TL”). The RHB TL carries a tenure of seven (7) years from the date of full drawdown, which occurred on 4 May 2020, and bears a flat interest rate of 7.19% per annum, subject to variations in RHB’s base lending rate; and (c) On or about March 2020, MSAV obtained a business instalment loan of RM1,000,000 from Standard Chartered Bank Malaysia Berhad (“Standard Chartered”) (“SC Loan”). This SC Loan carries a tenure of seven (7) years from the date of full drawdown, which occurred on 30 March 2020, and bears a spread interest rate of 6.75% per annum above Standard Chartered’s base lending rate, which is currently 6.45% (as at the date of this prospectus).

During the Movement Control Order (“MCO”) imposed by the Government of Malaysia, the following moratoriums on the repayment of these banking facilities as part of the relief measures were granted by the respective banks: (a) Ambank TL: a moratorium for the period from July 2021 to March 2022 (both months inclusive); (b) RHB TL: a moratorium for the period from April 2021 to December 2021 (both months inclusive); and (c) SC Loan: a moratorium for the period from May 2021 to November 2021 (both months inclusive). These moratoriums resulted in the deferment of instalments during the respective periods and the repayment tenures of the AmBank TL, RHB TL and SC Loan were correspondingly extended. No additional fees or penalties were imposed on MSAV in connection with these moratoriums. As at the date of this prospectus, the outstanding amounts under the AmBank TL, RHB TL and SC Loan were RM350,400, RM367,041and RM234,000, respectively.

While these facilities were obtained as a precautionary measure to strengthen our financial position during that period, they nonetheless expose us to various risks, including fluctuations in interest rates, compliance with financial and operating covenants, liquidity constraints, exposure to changes in credit ratings, regulatory and legal risks and potential loss of ownership over receivables or assets in the event of default.

Any of these risks could materially and adversely affect our financial condition, operating results, and business prospects.

The agreements governing these loans and financing facilities also impose certain operating and financial restrictions on our Operating Subsidiary. These restrictions include, among other things, limitations on (a) changes in ownership and/or management structure; (b) incurrence of additional indebtedness, (c) mergers, acquisitions, or corporate reorganization; and (d) declaration and distribution of dividends.

Additionally, the RHB Loan was under the Working Capital Guarantee Scheme for Bumiputera Companies, which the Government of Malaysia guarantees 80% of the facility. Following the completion of our corporate reorganization in connection with this offering, we are no longer classified as a Bumiputera company. As a result, RHB may terminate this RHB Loan.

These restrictions may pose obstacles to the Operating Subsidiary’s ability to obtain additional financing. There is no assurance that the Operating Subsidiary will be able to obtain the necessary waivers, consents, or approvals from its financiers, or that such approvals, if obtained, will be on terms favorable to us or our Operating Subsidiary.

A breach of any of these covenants or restrictions could result in an event of default. In such an event, the financier may accelerate repayment of the relevant loan or financing facility, and such default may also trigger cross-default provisions in other financing arrangements, further exacerbating our financial exposure.

Despite these risks, we note that these facilities were obtained solely in response to the unprecedented circumstances of the COVID-19 outbreak and the MCO imposed by the Government of Malaysia. In the absence of such extraordinary events, we have historically operated without reliance on external bank financing and have funded our day-to-day operations and equipment purchases through internal resources and related-party support.

We rely on freelance personnel to support our audio-visual equipment supply, rental, and installation business

We may occasionally engage freelance personnel on an as-needed basis to assist with lighting and sound system adjustments as part of our audio-visual equipment supply, rental, and installation services. If a freelancer breaches any applicable law or regulation while providing services, we may experience operational disruptions, reputational damage, or legal and financial liabilities. Furthermore, improper actions by freelancers, such as damage to equipment or violation of safety regulations could result in claims against us. In addition, if any freelancers are engaged without proper verification of their work permits or in contravention of applicable labor or immigration laws, we may be exposed to additional regulatory or enforcement risks, including fines, penalties, or prosecution, which could further adversely affect our operations and reputation.

Risks Related to Our Securities and This Offering

Recent changes to Nasdaq listing standards and Nasdaq’s expanded discretionary authority to deny initial listings may make it more difficult for us to qualify for or maintain a listing on Nasdaq, which could adversely affect the liquidity and market price of our Ordinary Shares.

On December 18, 2025, the SEC approved amendments to Nasdaq’s listing rules that increased the minimum market value of unrestricted publicly held shares required for new listings under the net income standard. Under the amended rules, companies seeking to list on either the Nasdaq Global Market or the Nasdaq Capital Market must have a minimum public float of $15 million, consisting of unrestricted publicly held shares that are not held by officers, directors or 10% shareholders and are not subject to resale restrictions. This represents a significant increase from the prior thresholds applicable to these markets. These amendments became effective on January 17, 2026.

In addition, on December 19, 2025, the SEC approved Nasdaq’s proposal to expand its discretion to deny initial listings, even when an applicant otherwise meets all applicable quantitative and qualitative listing requirements. Under new Rule IM-5101-3 (Application of Discretion to Deny Initial Listing), Nasdaq may deny an initial listing if it determines that the company’s securities may be particularly susceptible to manipulation or present risks to investors or the orderly functioning of the market. In making this determination, Nasdaq may consider, among other factors, the company’s business profile, geographic nexus, ownership structure, and relationships with professional advisors such as auditors, underwriters, law firms, brokers, clearing firms or other service providers, as well as similarities to previously listed companies that experienced problematic or unusual trading patterns identified by Nasdaq or other regulators. This rule became effective immediately upon approval and applies to companies in the listing application process.

To list our Ordinary Shares on Nasdaq, including under the net income standard, we must satisfy the increased minimum public float requirement and successfully complete Nasdaq’s initial listing review, which includes the application of Nasdaq’s discretionary authority under Rule IM-5101-3. There can be no assurance that we will be able to meet these requirements or that Nasdaq will approve our listing, based on the size, structure or pricing of this offering, prevailing market conditions, investor demand for our Ordinary Shares, or Nasdaq’s assessment of factors relating to potential market manipulation risk. If our application is denied or delayed, we may be required to pursue an alternative listing venue or delay or restructure this offering, which may be less favorable and could involve additional costs, delays, or regulatory uncertainty.

Any failure to qualify for or maintain a listing on Nasdaq could materially reduce the liquidity of our Ordinary Shares, impair the ability of investors to buy or sell our Ordinary Shares at desired prices or at all, increase volatility in the trading price of our Ordinary Shares and adversely affect our visibility and credibility with investors, analysts and other market participants. Any of these outcomes could have a material adverse effect on the market price of our Ordinary Shares and on our ability to raise additional capital in the future.

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 initial public offering price for our shares in this offering was determined by negotiation between us and the representative of the underwriters based on 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.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the company. and which may have resulted from market manipulation activities by unrelated third parties. Such volatility may make it difficult for prospective investors to assess the value of our Ordinary Shares and may result in a significant decline in the value of our Ordinary Shares.

The trading price of our Ordinary Shares could fluctuate widely due to factors beyond our control and may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business or may be the direct result of unrelated third parties engaged in prohibited market manipulation activities. Recently, companies with

comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines due to market and industry factors as well as to factors specific to a company’s own operations including the following:

1.      General market and industry conditions including the following:

•        Tariffs

•        Disruptions in logistics

•        Global geopolitical and military actions such as currently occurring in Ukraine and the Middle East

2.      The Company’s 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.

3.      Actions by unrelated third parties over whom the Company has no control including:

•        Coordinated social media “pump and dump” schemes whereby third party adverse actors seek to artificially increase the price or a stock, which immediately causes a price collapses potentially resulting in adverse effects on our financial condition and operations, loss of investor confidence, regulatory scrutiny, and potential trading suspensions

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

Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few unrelated shareholders, over whom we have no control, have on the price of our Ordinary Shares. Such actions which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Ordinary Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, and which may have resulted from market manipulation activities by unrelated third parties or the result of unrelated third parties, over whom we have no control engaging in prohibited market manipulation activities, such as “pump and dump schemes,” prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares. In addition, investors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines after this offering or if such investors purchase our Ordinary Shares prior to any price decline.

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, and therefore, investors may experience losses on their investment in our Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities, even if such instability is the result of third parties over whom the company has no control and who are engaged in prohibited market manipulation activities. 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.

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

We intend to list our Ordinary Shares on Nasdaq concurrently with this offering. In order to continue listing our shares on Nasdaq, we must maintain certain financial and share price levels, and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on Nasdaq in the future.

If Nasdaq 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:

•        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.

Moreover, if we were no longer listed on Nasdaq or another national securities exchange, we would be subject to state securities laws of each state in which we offer our shares.

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 Ordinary 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 of our shares to decline.

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

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering, 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 20,000,000 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 our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There will be 25,000,000 Ordinary Shares outstanding immediately after this offering (or 25,750,000 if the over-allotment is exercised in full). In connection with this offering, our directors and officers and any other holder of five percent (5%) or more of the outstanding Ordinary Shares of the Company have agreed not to sell any shares until 180 days following the date of the commencement of sales of this offering without the prior written consent of the representative of the underwriters, subject to certain exceptions. However, the representative of the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by any shareholders or the availability of these securities for future sale will have on the market price of our shares.

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 they 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 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 Cayman 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 subsidiaries, 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.

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.

Immediately prior to the completion of this offering, the controlling shareholder, LYS (BVI) LTD, of which Low You Siong, our Director, is the beneficial owner and sole shareholder, directly controls an aggregate of approximately 52% of our issued and outstanding Ordinary Shares. Upon completion of this offering LYS (BVI) LTD will, indirectly control approximately 52% of our issued and outstanding Ordinary Shares.

Accordingly, our controlling shareholder will have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including (i) mergers, consolidations, (ii) the election or removal of Directors, (iii) the sale of all or substantially all of our assets, (iv) making amendments to our Amended and Restated Memorandum and Articles of Association, (v) whether to issue additional shares, including to him, (vi) employment, including compensation arrangements, and (vii) 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 or your ability to influence corporate matters. See “Principal Shareholders”.

Following this Offering, our Controlling Shareholder will continue to own more than a majority of the voting power of our outstanding Ordinary Shares. As a result, our Controlling Shareholder has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Upon completion of this Offering, LYS (BVI) LTD, of which Low You Siong, our Director, is the beneficial owner and sole shareholder, will indirectly control approximately 52% of our issued and outstanding Ordinary Shares (assuming no exercise of the over-allotment option) of the aggregate voting power of our outstanding Ordinary Shares. As a result, our Controlling Shareholder will have the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.

Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

•        the requirement that our director nominees must be selected or recommended solely by independent directors; and

•        the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules even if we are deemed to be a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

In the event that our Board decides to declare and pay dividends, they may be prohibited from doing so due to certain regulations and contractual restrictions.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the Cayman Islands or Malaysia, that would affect the payment or remittance of dividends. However, if Malaysia or any country in which we operate introduces such restrictions in the future, our ability to repatriate dividends or other payments from our Operating Subsidiary or other countries may be adversely affected. Furthermore, current Malaysia regulations permit a Malaysian subsidiary to pay dividends to its respective shareholders only out of its profits, if any, determined in accordance with Malaysian accounting standards and regulations.

As our Company is a holding company and relies primarily on dividends and other payments from its Operating Subsidiary to meet its cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition, and results of operations.

Because our public offering price per Ordinary 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$4.10 per share, representing the difference between our as adjusted net tangible book value per share of US$0.90 as of December 31, 2025, 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 initial public offering price of US$5.00 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.

Our Pre-IPO Investors have purchased their shares at a price less than the purchase price of the shares in this offering and will be able to sell their shares after completion of this offering subject to restrictions under the lock-up requirement.

Our Pre-IPO shareholders have purchased their Ordinary Shares at an average price of approximately US$0.20 per share, which is substantially lower than the assumed initial public offering price of US$5.00 per share being the mid-point of the initial public offering price range. The Ordinary Shares issued to the Company’s existing shareholders are “restricted” securities under applicable U.S. federal and state securities laws and are being registered to provide the Pre-IPO Investors the opportunity to sell those Ordinary Shares. The Pre-IPO Investors who own more than 5% of the Company’s shares are subject to lock-up or leakage agreements. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their Pre-IPO shares, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the Ordinary Shares following completion of the offering, to the detriment of participants in this offering.

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 any 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.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our combined and consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

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 the provisions of our Amended and Restated Memorandum and Articles of Association (as amended from time to time), and by the provisions of the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary duties of our directors and officers 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, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company’s memorandum and articles of association. A Cayman Islands exempted company may maintain its principal register of members and any branch registers in any country or territory, whether within or outside the Cayman Islands, as the company may determine from time to time. There is no requirement for an exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available at its registered office, in electronic form or any other medium, such register of members, including any branch register of member, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (Revised) of the Cayman Islands. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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

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

We are a Cayman Islands exempted company and 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. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them 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 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, see “Enforcement 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 or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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

We are an “emerging growth company” in the U.S. federal securities laws, 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.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”.

Upon consummation of this Offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company”, as defined in the U.S. federal securities laws will remain an emerging growth company until the earlier of (1) the last day of the financial year (a)following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior March 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. 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 exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company”, or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of Sarbanes-Oxley and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We will incur additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

USE OF PROCEEDS

Assuming an initial public offering price of US$5.00 per Ordinary Share, being the mid-point of the initial public offering price range, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately US$21.61 million if the Underwriters do not exercise their Over-Allotment Option, and US$25.06 million if the Underwriters exercise their Over-Allotment Option in full, after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed IPO price of $5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by $4.6 million, assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1 million in the number of Shares we are offering would increase (decrease) the net proceeds to us from this offering by $4.6 million, assuming the assumed IPO price remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

The primary purpose of this offering is to create a public market for the Shares for the benefit of all shareholders. We plan to use the net proceeds of this offering as follows:

•        Approximately 35% for expansion of audio-visual equipment portfolio;

•        Approximately 30% for enhancement of technical capabilities and manpower; and

•        Approximately 35% for strengthening operational infrastructure and logistics

The actual allocation of proceeds realized from this offering will depend upon our operating revenues and cash position and our working capital requirements and may change. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs, or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Risk Factors.”

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing obligations, investment-grade instruments, or certificates of deposit.

CAPITALIZATION

The following table sets forth our capitalization and our indebtedness as of December 31, 2025, as follows:

•        on an actual basis;

•        on a pro forma basis to reflect the issuance and sale of 5,000,000 Ordinary Shares by us in this offering at an assumed initial public offering price of US$5 per Ordinary Share being the mid-point of the initial public offering price range, assuming the underwriters do not exercise the over-allotment option.

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,” “Selected Combined and consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined and consolidated financial statements and related notes included elsewhere in this prospectus.

____________

​(1)      In the event that the underwriters’ over-allotment option is not exercised in this offering, pro forma as-adjusted total ordinary shares outstanding would be 25,000,000 shares, pro forma as-adjusted additional paid-in capital would be approximately US$21.93 million, and pro forma as-adjusted total equity would be approximately US$22.43 million, reflecting the sum of net proceeds of this offering in the approximate amount of US$21.61 million and the actual equity of US$0.83 million.

​(2)      In the event that the underwriters’ over-allotment option is exercised in full in this offering, pro forma as-adjusted total ordinary shares outstanding would be 25,750,000 shares, pro forma as-adjusted additional paid-in capital would be approximately US$25.38 million, and pro forma as- adjusted total equity would be approximately US$25.88 million, reflecting the sum of net proceeds of this offering in the approximate amount of US$25.06 million and the actual equity of US$0.83 million.

DIVIDENDS AND 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.

Any future determination to declare cash dividends would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors.

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws. Our board of directors will take into account general economic and business conditions; our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors

Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may authorize payment of a dividend to shareholders at such time and of such an amount out of profits and/or our share premium account, if shares have been issued at a premium, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

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 upon the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares. When making recommendations on the timing, amount, and form of future dividends, if any, our board of directors will consider, among other things:

•        our results of operations and cash flow;

•        our expected financial performance and working capital needs;

•        our future prospects;

•        our capital expenditures and other investment plans;

•        other investment and growth plans;

•        dividend yields of comparable companies globally;

•        restrictions on the payment of dividends that may be imposed on us by our financing arrangements; and

•        the general economic and business conditions and other factors deemed relevant by our board of directors and statutory restrictions on the payment of dividends.

We are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares. There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the Cayman Islands, or the places of incorporation of our significant subsidiaries, or contractual restrictions that would affect the payment or remittance of dividends save for restrictions on the payment of dividends imposed on us by our financing arrangements. In the event that the group strategy is to have the subsidiaries raise capital and retain such financing for their operations, such loan or financing agreements may contain covenants which could restrict the payment of dividends. Furthermore, current Malaysia regulations permit a Malaysia subsidiary to pay dividends to its respective shareholders only out of its profits, if any, determined in accordance with Malaysian accounting standards and regulations.

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.

As of December 31, 2025, we had a historical net tangible book value of US$0.83 million or US$0.04 per share. 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 assumed initial public offering price of US$5.00 per share, being the mid-point of the initial public offering price range, after deducting estimated underwriting discounts and commissions, the non-accountable expense allowance and offering expenses payable by the Company, the pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately US$22.43 million, or US$0.90 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.86 per share to our existing shareholders and an immediate dilution of US$4.10 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.

If the underwriters exercise the option to purchase additional shares to cover over-allotments in full, the pro forma net tangible book value per Ordinary Share after giving effect to this offering would be approximately US$1.00 per share, and the dilution to investors in this offering would be approximately US$4.00 per Ordinary Share.

The following table illustrates our pro forma proportionate ownership, upon completion of this offering, by (i) the Existing shareholders; and (ii) investors purchasing Ordinary Shares in this Offering, assuming the underwriters do not exercise their over-allotment option, together with the total price and average price per Ordinary Share paid by each of these groups of shareholders.

____________

(1)      Represents the percent ownership after this offering.

(2)      Prior to the offering, the Existing shareholders, together, own an aggregate of 100% of the outstanding Ordinary Shares of the Company.

(3)      Assumes no exercise of the over-allotment option by the underwriters.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the combined and consolidated financial statements and the notes to those statements included elsewhere in this prospectus. The discussion in this prospectus contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this prospectus should be read as applying to all related forward-looking statements wherever they appear in this prospectus. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” as well as those discussed elsewhere. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements and Industry Data.”

Overview

Founded in late 2013 and based in Malaysia, we are a diversified technology and media partner delivering end-to-end solutions in audio-visual (AV) system consulting and design.

We operate through three primary business activities, each providing a distinct revenue stream:

(i)     sales of equipment to customers, recognized upon receipt by the customer,

(ii)    short-term event-driven rental arrangements, generally ranging from 1 day to 3 months, with revenue determined by the equipment employed and the length of the event;

(iii)   long term semi-permanent installations at customer facilities, generally ranging from 2 – 7 years, with revenue determined on a usage-based lease calculated by the number of days and the specific configuration the equipment is used.

For the years ended June 30, 2024 and 2025, we served 153 customers in each year through our short-term, event-driven rental stream and 54 and 64 customers, respectively, through our long-term, usage-based lease stream. Customers may be included in both categories if they engaged the Company under both business streams during the relevant period. For the years ended June 30, 2024 and 2025, we completed 571 and 519 short-term event engagements (i.e., individual events for which equipment is rented for a limited period, typically days) and 1,805 and 2,116 long-term contract usages (i.e., billable usage periods under long-term, usage-based leases arrangements), respectively.

For the six months ended December 31 2025, we served 70 customers in this period through our short-term, event-driven rental stream and 56 customers through our long-term, usage-based lease stream. Customers may be included in both categories if they engaged the Company under both business streams during the relevant period. For six months ended December 31 2025, we completed 266 short-term event engagements (i.e., individual events for which equipment is rented for a limited period, typically days) and 1099 long-term contract usages (i.e., billable usage periods under long-term, usage-based leases arrangements), respectively.

Our operations align with the robust growth of Southeast Asia’s digital economy, while the booming commercial and cultural events are boosting demand for AV rentals. We leverage three key strengths: deep local market insights to meet customized needs, integrated AV rental and on-site technical support capabilities, and ongoing technology upgrades to maintain service quality.

Key Factors that Affect Our Results of Operations

Our business and results of operations are affected by a number of factors. While these factors present significant opportunities for our business, they also pose important risks and challenges we need to successfully address in order to growth our business.

Macroeconomic Conditions in Malaysia

Our results of operations are significantly influenced by Malaysia’s macroeconomic performance, particularly the synergistic effect of economic growth and consumption upgrading, which directly fuels demand for the LED rental industry. Driven by robust domestic economic momentum, Malaysia’s GDP grew by 5.1% year-on-year in 2024, significantly exceeding expectations. This growth has propelled a significant rebound in demand for business events, cultural entertainment activities, and brand marketing initiatives, all of which are core application scenarios for our LED rental services.

Additionally, rising disposable income has strengthened consumers’ willingness to pay for high-end audio-visual experiences. This trend has translated into sustained expansion in the scale of LED equipment rentals for large-format events such as concerts and sports tournaments, further supporting our revenue growth.

However, during periods of economic uncertainty or downturn, enterprises often cut expenditures on exhibitions and promotions. This directly impacts event management companies’ demand for LED rental services, thereby affecting our revenue. To address such cyclical demand fluctuations, we have developed strategies to enhance our resilience — for instance, expanding our service scope to include areas with relatively stable demand, such as livelihood services and government projects, and establishing long-term customer relationships to ensure a steady stream of projects.

Additionally, we have learned from past crisis, such as the COVID-19 pandemic, which highlighted the industry’s vulnerability in the face of unforeseen events. In response, we have implemented comprehensive emergency response measures to mitigate risks, including partial retention of the advance payments in the event of customer order cancellations (to be credited against future orders), regular equipment checks and maintenance to prevent damage from idleness, and flexible employee placement arrangements. These measures ensure a rapid response when a crisis occurs, helping to minimize losses.

Growth of Malaysia’s Tourism Industry

The robust development of Malaysia’s tourism industry has emerged as a critical driver of our LED rental business, as its recovery and expansion directly boost demand from core sectors like shopping malls and high-end hotels — key clients for our services.

In recent years, against shifting global dynamics, Malaysian cities such as Kuala Lumpur and Penang have surpassed destinations in Thailand and Myanmar to become top tourism choices in Southeast Asia. This trend was underscored by Malaysia’s 28 million international tourist arrivals in 2024, representing a 35% year-on-year increase. Concurrently, foot traffic in prime commercial districts — including Kuala Lumpur’s Petronas Twin Towers (KLCC) area and Penang’s George Town — rose by 42% year-on-year, fueling heightened business activity for local merchants. To attract tourist spending amid this influx, large shopping malls frequently host themed promotions, cultural exhibitions and interactive events. These initiatives create strong demand for our LED rental services, including large LED screens (for event promotion), small-sized LED modules (for in-store counter displays), and supporting audio equipment — all aimed at enhancing the visual experience for tourists and driving engagement.

Meanwhile, the tourism recovery has lifted hotel occupancy rates, spurring a surge in events such as corporate meetings and cross-border business receptions. High-end hotels (e.g., luxury international chains) are prioritizing service quality upgrades, leading them to seek LED rental solutions tailored to their specific needs. This includes LED display systems (for meeting live streams and brand logo showcases) and stage lighting equipment, with a clear preference for customized rental plans — such as LED video walls adapted to the size of conference halls — to align with their venue requirements and event standards.

Collectively, the growth of Malaysia’s tourism industry expands the addressable market for our LED rental services, while the rising demand for tailored solutions also supports higher service value and revenue potential.

Rising Equipment Upgrade Costs

The rapid evolution of LED display technology directly impacts the rental market by driving demand for high-end solutions and increasing equipment obsolescence risks. Clients now prioritize advanced LED technologies for events — such as Mini LED screens (for superior image quality and durability) and XR-compatible displays (for immersive visual effects). To meet this demand, we must continuously invest in new, high-tech equipment. At the same time, older LED models quickly become obsolete (as clients no longer prefer them), forcing us to replace or upgrade existing equipment portfolio sooner. These mandatory equipment upgrades require significant capital expenditure, which directly impacts our operating expenses and cash flow.

Key Components of Results of Operations

Revenues

We are principally engaged in the business of renting LED equipment. Ancillary to the principal LED equipment rental business, we also sell the audio-visual equipment and offer certain services to support our customers.

Cost of Revenues

The following are the primary components of our cost of revenue.

Cost of Revenue consists of costs for equipment sold and other costs for renting. For the six months ended December 31, 2024, and 2025, the Group recorded costs for equipment selling of MYR 30,669 and MYR 9,000 (USD 2,219), respectively. For the years ended June 30, 2024, and 2025, the Group recorded costs for equipment selling of MYR 167,226 and MYR 233,534 (USD 55,492), respectively. Other costs for renting included costs directly related to revenue generating activities, which primarily includes payroll costs including salaries and related social insurance costs for operations personnel, depreciation of property and equipment, outsourced labor costs related to operation. Such costs also include amounts paid to third-party suppliers for rental of sound and lighting systems and certain specialized equipment when required, as well as transportation costs and other miscellaneous costs.

Gross Profit and Gross Profit Margin

Gross profit represents revenues less cost of revenues. Gross profit margin represents gross profit as a percentage of our revenues. Our gross profit is primarily affected by our ability to generate revenues and the fluctuation of our costs. The following table below sets forth our gross profit and gross profit margin in respect of revenue streams for the years/periods indicated.

Operating Expenses

Selling and Marketing Expenses

Selling and marketing expenses primarily consist of (i) commission fees paid for third-parties, and (ii) employee compensation for sales and market-development activities.

General and Administrative Expenses

General and administrative expenses primarily consist of (i) payroll expenses including salaries, allowances, bonus, expenses paid for over-time, and related social insurance expenses for management and administrative personnel, (ii) office and utilities expenses, (iii) rental expenses for office space, (iv) travelling expenses, (v) depreciation and amortization expenses for property and equipment used for office purpose, and (vi) other miscellaneous administrative expenses.

Financial Expenses, Net

Our financial expenses, net primarily consist of interest expenses for borrowings and miscellaneous bank charges, partially offset by interest income from bank deposits.

Results of Operations

The following table sets forth a summary of our combined and consolidated results of operations, in absolute amount and as a percentage of our revenues for the years/periods indicated. This information should be read together with our combined and consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future periods.

For the six months ended December 31, 2024 and 2025

Revenues

For the six months ended December 31, 2025, our revenue was MYR7,484,447, a decrease of MYR315,921, or 4.05%, compared to MYR7,800,368 for the six months ended December 31, 2024. We derive a significant portion of our total revenue from the rental of LED equipment and other supporting system, which comprise MYR7,651,388 or 98.09% and MYR7,454,869 or 99.60% of our total revenue for the six months ended December 31, 2024 and 2025, respectively. The decrease of MYR196,519 or 2.57% for the six months ended December 31, 2025 was mainly attributable to a decrease in revenue from long-term contracts, partially offset by an increase in short-term event-based rentals. Specifically, rental revenue from long-term contracts decreased by RM466,441 (or 12.62%), primarily due to certain local social activities and temporary government-organized activities during the period, which led to clients not conducting business meetings or other activities, thereby reducing the utilization of our equipment. Revenue from short-term event-based rentals increased by RM269,922 (or 6.83%), mainly attributable to the Company undertaking several integrated short-term events during the period, where clients required additional audio equipment configuration. These audio devices were rented from third-party providers and then sub-leased to our clients, resulting in an increase in short-term rental revenue. Apart from providing the rental of LED equipment and other supporting system, we generated revenue from the sale of LED and other equipment. During the six months ended December 31, 2024 and 2025, we recognized sales revenue of MYR148,980 or 1.91% and MYR29,578 or 0.40% of our total revenue, respectively. The decrease of MYR119,402 or 80.15% for the six months ended December 31, 2025 was mainly due to a reduction in customer orders compared with the corresponding period of the prior year.

Cost of Revenues

We recorded a total cost of revenues of MYR2,744,772 for the six months ended December 31, 2025, representing an increase of MYR729,193, or 36.18% compared to MYR2,015,579 for the six months ended December 31, 2024. This was primarily driven by two key factors:

(i)     Depreciation costs increased by MYR 189,284, primarily due to the acquisition of new equipment to support our core leasing business.

(ii)    Subcontracted rental expenses increased by MYR 677,973, mainly in connection with the short-term rental of audio equipment that was subcontracted from third-party suppliers to fulfill the requirements of integrated short-term events.

Gross Profit and Gross Profit Margin

Our gross profits were MYR5,784,789 and MYR4,739,675 for the six months ended December 31, 2024 and 2025, respectively, representing a gross profit margin of 74.16% and 63.33%, respectively, primarily attributable to the decreased utilization under long-term contracts, partially offset by additional revenue from short-term event-based rentals, and the corresponding increase in subcontracted rental expenses for audio equipment.

Selling and Marketing Expenses

Our selling and marketing expenses decreased by 33.64%, from MYR1,016,728 for the six months ended December 31, 2024, to MYR674,681 for the six months ended December 31, 2025. The decrease was primarily driven by lower commission expenses, as sales incentive payments to marketing personnel declined following a more stable proportion of recurring customers.

General and Administrative Expenses

Our general and administrative expenses increased by 105.54% from MYR1,525,663 for the six months ended December 31, 2024, to MYR3,135,837 for the six months ended December 31, 2025, primarily due to an increase in professional service fees. The increase was mainly driven by audit and professional service expenses incurred during the six months ended December 31, 2025, in preparation for our initial public offering.

Expected credit losses

Our expected credit losses primarily relate to accounts receivable arising from our equipment rental business. The expected credit losses increased from MYR 498,251 for the six months ended December 31, 2024, to MYR 663,633 for the six months ended December 31, 2025, primarily due to an increase in the outstanding accounts receivable balance and the aging of certain customer accounts.

Financial Expenses, Net

Our financial expenses, net remained relatively stable at MYR 193,014 and MYR 203,313 for the six months ended December 31, 2024 and 2025, respectively, primarily reflecting interest expenses on bank borrowings and interest on lease liabilities under operating leases.

Net income

As a result of the foregoing, we recorded a net income of MYR 1,937,736 and net loss of MYR 380,230 for the six months ended December 31, 2024, and 2025, respectively, primarily attributable to an increase in audit and professional service fees of approximately USD 0.4 million related to the Company’s initial public offering during the period.

For the years ended June 30, 2024 and 2025

Revenues

For the fiscal year ended June 30, 2025, our revenue was MYR15,194,767, an increase of MYR736,387, or 5.09%, compared to MYR14,458,380 for the fiscal year ended June 30, 2024. We derive a significant portion of our total revenue from the rental of LED equipment and other supporting system, which comprise MYR14,162,565 or 97.95% and MYR14,768,987 or 97.20% of our total revenue for the fiscal year 2024 and 2025, respectively. The increase of MYR606,422 or 4.28% for the fiscal year 2025 was mainly attributable to stable growth of the rental of LED equipment, driven by the increase in the number of recurring customers and a steady recovery of event-related demand in Malaysia. Specifically, revenue from short-term event-based rentals increased by RM255,073 (or 3.54%), mainly attributable to a growing number of new customers compared to fiscal 2024; Revenue from long-term contracts increased by RM351,349 (or 5.06%), primarily due to a higher volume of events arranged during the year, and both business arrangements contributed effectively to the overall revenue growth. Apart from providing the rental of LED equipment and other supporting system, we generated revenue from the sale of LED and other equipment. During the fiscal years ended June 30, 2024, and 2025, we recognized sales revenue of MYR295,815 or 2.05% and MYR425,780 or 2.80% of our total revenue, respectively. The increase of MYR129,965 or 43.93% for the fiscal year 2025 was mainly attributable to the expansion of this business activities.

Cost of Revenues

We recorded a total cost of revenues of MYR4,539,441 for the year ended June 30, 2025, representing a decrease of MYR1,943,043, or 29.97% compared to MYR6,482,484 for the year ended June 30, 2024. This was primarily driven by two key factors:

(i)     Labor costs for outsourced personnel decreased by MYR 833,201, while in-house employee costs increased by MYR 141,809. This net reduction resulted from our improved utilization of in-house employees and the optimization of our workforce structure, which reduced our reliance on external outsourcing and enabled more efficient overall cost control.

(ii)    Subcontracted rental expenses decreased by MYR 1,328,300. Previously, we rented specialized LED equipment from external suppliers to meet certain customer requirements. Benefiting from a series of equipment purchases initiated at the end of fiscal year 2024, we were able to satisfy more orders using our own assets, which reduced the need for external rentals and lowered subcontracted rental costs.

Gross Profit and Gross Profit Margin

Our gross profits were MYR7,975,896 and MYR10,655,326 for the years ended June 30, 2024 and 2025, respectively, representing a gross profit margin of 55.16% and 70.12%, respectively, primarily attributable to our efforts to optimize operational efficiency and leverage internal resources, which led to improvement in overall cost control, particularly the labor costs of outsourced personnel.

Operating Expenses

Selling and Marketing Expenses

Our selling and marketing expenses decreased by 4.4%, from MYR1,824,250 for the year ended June 30, 2024, to MYR1,743,973 for the year ended June 30, 2025. The decrease was primarily driven by lower commission expenses, as sales incentive payments to marketing personnel declined following a more stable proportion of recurring customers.

General and Administrative Expenses

Our general and administrative expenses increased by 14.67% from MYR2,612,092 for the year ended June 30, 2024, to MYR2,995,403 for the year ended June 30, 2025, primarily due to an increase in salaries and related benefits for administrative and management personnel. The increase was mainly attributable to the expansion of the Company’s operations, which required additional managerial and administrative support for daily operations, customer relationship management, and overall business coordination.

Expected credit losses

Our expected credit losses primarily relate to accounts receivable arising from our equipment rental business. The expected credit losses increased from MYR 746,746 for the year ended June 30, 2024, to MYR 911,706 for the year ended June 30, 2025, mainly reflecting the higher level of accounts receivable balance associated with the growth in rental revenue. We continuously monitor the aging and recoverability of receivables and assess the adequacy of the allowance by considering historical loss experience, current economic conditions, and forward-looking information.

Financial Expenses, Net

Our financial expenses, net slightly decreased from MYR405,756 for the year ended June 30, 2024, to MYR359,931 for the year ended June 30, 2025, primarily attributable to the slight decrease of interest expenses incurred for bank borrowings.

Net income

As a result of the foregoing, we recorded a net income of MYR1,784,051 and MYR3,390,022 for the years ended June 30, 2024, and 2025, respectively. The increase in net income was primarily attributable to our efforts to optimize operational efficiency and leverage internal resources, which led to improvement in overall cost control, particularly the labor costs of outsourced personnel.

Taxation

Cayman Islands

The Company incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands and accordingly, are exempted from Cayman Islands income and corporate tax. As such, the Company is not subject to tax on either income or capital gain. In addition, no withholding tax is imposed upon any payments of dividends by subsidiaries to the Company.

Malaysia

Our subsidiary MSAV is governed by the income tax laws of Malaysia. The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices. Under the Income Tax Act of Malaysia, enterprises incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays, and tax exemptions may be granted on a case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of MYR 2,500,000 or less, and gross income of not more than MYR 50 million) is 15% for the first MYR 150,000 (approximately USD37,500) taxable income, and 17% for taxable income between MYR 150,001 (approximately USD37,500) to MYR 600,000 (approximately USD150,000), with the remaining balance of taxable income being taxed at the 24% rate.

Liquidity and Capital Resources

Our primary sources of liquidity have been cash flows from our operating activities and borrowings from banks. As of June 30 and December 31, 2025, we had cash and cash equivalents of MYR 330,139 and MYR 382,261, respectively. Net working capital declined from a surplus of MYR 433,402 as of June 30, 2025 to a deficit of MYR 574,023 as of December 31, 2025. The decrease was primarily attributable to net losses incurred during the period, which impacted our overall liquidity position.

As of June 30, 2024, and 2025, we had cash and cash equivalents of MYR 551,191 and MYR 330,139, respectively. Net working capital improved from a deficit of MYR 1,349,255 as of June 30, 2024, to a positive working capital position of MYR 433,402 as of June 30, 2025. The improvement was primarily attributable to the steady increase in net income and operating cash inflows during the year, reflecting enhanced profitability.

We recorded a net income of MYR 1,937,736 and net loss of MYR 380,230 for the six months ended December 31, 2024, and 2025, respectively. We recorded net cash provided by operating activities of MYR 1,381,350 and MYR 1,296,635 for the six months ended December 31, 2024, and 2025, respectively. Due to the net loss incurred in the six months ended December 31, 2025, our retained earnings decreased from MYR 2,432,603 as of June 30, 2025, to MYR 2,052,373 as of December 31, 2025. This decrease was primarily driven by an increase in administrative expenses, specifically in audit and professional service expenses related to this offering.

We recorded net income of MYR 1,784,051 and MYR 3,390,022 for the years ended June 30, 2024, and 2025, respectively. We recorded net cash provided by operating activities of MYR 1,144,860 and MYR 2,031,413 for the years ended June 30, 2024, and 2025, respectively. As a result of sustained profitability, our accumulated deficit of MYR 957,419 as of June 30, 2024, turned into retained earnings of MYR 2,432,603 as of June 30, 2025, indicating an overall strengthening of our financial position.

Our liquidity is based on our ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds from financial institutions. Our future capital requirements depend on many factors including our growth rate, the continuing market acceptance of our offerings, the expansion of sales and marketing activities, and the expansion and penetration of our business into different geographies and markets. To enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, we may in the future seek equity financing or obtain credit facilities. The issue of additional equity securities would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to us, or at all. If we are unable to obtain sufficient funding, we could be required to delay our development efforts and limit activities, which could adversely affect our business and combined and consolidated financial statements.

Cash Flows

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

Operating Activities

For the six months ended December 31, 2024 and 2025

Our net cash provided by operating activities was MYR 1,381,350 for the six months ended December 31, 2024, which was primarily attributable to a net income of MYR 1,937,736, as adjusted for (i) certain non-cash items, primarily including amortization of right-of-use assets of MYR 12,576, depreciation of property and equipment of MYR 404,122, provision for expected credit losses of MYR 498,251 and an increase of MYR 126,147 in deferred taxes; and (ii) changes in working capital that positively affected the cash flow from operating activities, primarily an increase of MYR 159,108 in accrued liabilities and other payables, and an increase of MYR 730,293 in income taxes payable; partially offset by (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including a decrease of MYR 927,521 in amounts due to related parties, an increase of MYR 253,097 in prepaid expenses and other current assets, a decrease of MYR 12,576 in operating lease liabilities, and an increase of MYR1,041,395 in accounts receivable mainly due to the increased receivables for the rental of LED equipment.

Our net cash provided by operating activities was MYR 1,296,635 for the six months ended December 31, 2025, which was primarily attributable to a net loss of MYR 380,230, as adjusted for (i) certain non-cash items, primarily including amortization of right-of-use assets of MYR 12,146, depreciation of property and equipment of MYR 595,203, provision for expected credit losses of MYR 663,633, and an increase of MYR 137,728 in deferred taxes; and (ii) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of MYR 180,715 in accrued liabilities and other payables, a decrease of MYR 5,986 in prepaid expenses and other current assets, an increase of MYR 560,955 in income taxes payable, a decrease of MYR 178,844 in amounts due from relate parties primarily attributable to active repayments of outstanding loans from relate parties during the period; partially offset by (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including a decrease of MYR 12,146 in operating lease liabilities, a decrease of MYR 90,535 in amounts due to related parties, and an increase of MYR 280,208 in accounts receivable.

For the years ended June 30, 2024 and 2025

Our net cash provided by operating activities was MYR 1,144,860 for the year ended June 30, 2024, which was primarily attributable to a net income of MYR 1,784,051, as adjusted for (i) certain non-cash items, primarily including amortization of right-of-use assets of MYR 23,867, depreciation of property and equipment of MYR 852,316, provision for expected credit losses of MYR 746,746 and a decrease of MYR 421,327 in deferred taxes; and (ii) changes in working capital that positively affected the cash flow from operating activities, primarily an increase of MYR 118,091 in income taxes payable; partially offset by (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of MYR 131,650 in prepaid expenses and other current assets, a decrease of MYR 12,103 in accrued liabilities and other payables mainly due to the increased accrued payroll and welfare, a decrease of MYR 1,039,684 in amounts due to related parties, a decrease of MYR 23,867 in operating lease liabilities, and an increase of MYR1,594,234 in accounts receivable mainly due to the increased receivables for the rental of LED equipment.

Our net cash provided by operating activities was MYR2,031,413 for the year ended June 30, 2025, which was primarily attributable to a net income of MYR 3,390,022, as adjusted for (i) certain non-cash items, primarily including amortization of right-of-use assets of MYR 24,096, depreciation of property and equipment of MYR839,282, provision for expected credit losses of MYR 911,706, and an increase of MYR 8,998 in deferred taxes; and (ii) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of MYR 1,200,163 in income taxes payable; partially offset by (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of MYR 455,025 in prepaid expenses and other current assets, a decrease of MYR 24,068 in accrued liabilities and other payables mainly due to the decreased accrued payroll and welfare, a decrease of MYR1,403,885 in amounts due to related parties, a decrease of MYR 24,096 in operating lease liabilities, an increase of MYR 2,201,846 in accounts receivable mainly due to the increased receivables for the rental of LED equipment, and an increase of MYR 215,938 in amounts due from relate parties due to the increased receivables for loans borrowed to related parties.

Investing Activities

For the six months ended December 31, 2024 and 2025

Our net cash used in investing activities for the six months ended December 31, 2025, was MYR 1,015,742 primarily attributable to purchase of property, equipment of MYR 1,015,742.

Our net cash used in investing activities for the six months ended December 31, 2024, was MYR 1,452,162 primarily attributable to purchase of property, equipment of MYR 1,452,162.

For the years ended June 30, 2024 and 2025

Our net cash used in investing activities for the year ended June 30, 2025, was MYR1,778,952 primarily attributable to purchase of property, equipment of MYR 1,778,952.

Our net cash used in investing activities for the year ended June 30, 2024, was MYR960,260 primarily attributable to purchase of property, equipment of MYR960,260.

Financing Activities

As of June 30 and December 31, 2025, our Operating Subsidiary has three (3) outstanding banking facilities, as follows: (a) On or about 22 April 2020, MSAV obtained a term loan of RM860,000 from AmBank (M) Berhad (“Ambank”) (“AmBank TL”). The AmBank TL carries a tenure of seven (7) years, with repayments commencing on the 5th day of the month following full drawdown, which took place on 18 June 2020. The interest rate is 4.5% per annum above AmBank’s base lending rate, which is currently 6.45% (as at the date of this prospectus); (b) On or about 24 February 2020, MSAV obtained a term loan of RM700,000 from RHB Bank Berhad (“RHB”) (“RHB TL”). The RHB TL carries a tenure of seven (7) years from the date of full drawdown, which occurred on 4 May 2020, and bears a flat interest rate of 7.19% per annum, subject to variations in RHB’s base lending rate; and (c) On or about March 2020, MSAV obtained a business instalment loan of RM1,000,000 from Standard Chartered Bank Malaysia Berhad (“Standard Chartered”) (“SC Loan”). This SC Loan carries a tenure of seven (7) years from the date of full drawdown, which occurred on 30 March 2020, and bears a spread interest rate of 6.75% per annum above Standard Chartered’s base lending rate, which is currently 6.45% (as at the date of this prospectus).

We have implemented and plan to implement the following measures to address the material weaknesses:

(1)    We will recruit staff with knowledge of U.S. GAAP in our financial reporting department and are in the process of and establishing an ongoing program to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S. GAAP and SEC reporting requirement. Currently, we engaged a consulting firm with experience on U.S GAAP and SEC regulations to advise on complex accounting transactions and standardize our financial reporting function.

(2)    We are continuing to (i) set up a system of internal control framework with formal documentation of polices in place, appointing independent directors, establishing an audit committee, as well as strengthening corporate governance; (ii) develop a group-wide risk assessment process to allow early detection, prevention and resolution of potential risks related to internal control, and

(3)    strengthen the supervision and control on the IT functions, including the enhancement of IT security policies and procedures setup, logical security, data backup and cyber security training.

However, we cannot assure you that we will remediate our material weaknesses in a timely manner. See “Risk Factors — Risks Relating to Business and Industry — If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our ordinary shares may be materially and adversely affected.”

Recently Adopted or Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is stated in Note 2 to our combined and consolidated financial statements as of and for the fiscal years ended June 30, 2024, and 2025, included elsewhere in this prospectus.

Critical Accounting Estimates

We prepare our combined and consolidated financial statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. We continually evaluate these judgments and estimates based on our own experience, knowledge and assessment of current business and other conditions, and our expectations regarding the future based on available information and assumptions that we believe to be reasonable. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reading our combined and consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (1) revenue recognition, (2) expected credit losses and (3) income taxes. See “Note 2 — Summary of Significant Accounting Policies” to our combined and consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements: (1) provision of allowance for expected credit losses, and (2) valuation allowance for deferred tax assets.

Provision of Allowance for Expected Credit Losses

Our accounts receivable, amounts due from related parties, other receivables and deposits in prepaid expenses and other current assets are within the scope of ASC 326. We estimated provision of allowance for expected credit losses to reserve for potentially uncollectible receivable amounts periodically. We consider factors in assessing the collectability of the accounts receivable and related receivables and deposits in prepaid expenses and other current assets, such as historical distribution of the aging of the amounts due, historical collections data of the customers, creditworthiness, forward-looking adjustments to assess the credit risk characteristics. Additionally, external data and macroeconomic factors are also considered. We estimated the allowance by segmenting in-scope financial assets into groups based on their shared credit risk characteristics and the aging of the underlying receivables and assessed the

expected credit loss rate for each group periodically. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, we also make specific allowance in the period in which there is strong evidence that a loss is determined to be probable. We would consider factors such as the customer’s financial condition and liquidity, the customer’s willingness and ability to settle payment and historical and subsequent collections data in making specific allowance. Our estimate of the key assumptions did not change significantly throughout the periods presented. For the years ended June 30, 2024, and 2025, the Group recognized expected credit loss of MYR 746,746 and MYR 911,706 (USD 216,641), respectively.

Valuation Allowance for Deferred Tax Assets

Deferred income taxes are provided using assets and liabilities method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such a determination, we consider all positive and negative evidence, including future reversals of projected future taxable income and results of recent operation. We establish a valuation allowance against deferred tax assets to the extent we believe that recovery is not likely.

In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the combined and consolidated statements of operations become deductible expenses under applicable income tax laws, or loss or credit carry forwards are utilized. As we estimate the allowance for deferred tax assets by considering if sufficient future taxable income will be generated to utilize the existing deferred tax assets, it can be altered if we change our forecasts of future profitability. For the years ended June 30, 2024, and 2025, we did not record any valuation allowance for deferred tax assets.

Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Risk

We are exposed to interest rate risk on our interest-bearing assets and liabilities. As part of our asset and liability risk management, we review and take appropriate steps to manage our interest rate exposures on our interest-bearing assets and liabilities. We have not been exposed to material risks due to changes in market interest rates and not used any derivative financial instrument to manage the interest risk exposure during the years ended June 30, 2024 and 2025.

Inflation Risk

Inflationary factors, such as increases in raw materials, personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenues if the revenues do not increase with such increased costs.

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 Malaysian and worldwide economy and the underlying obligors and transaction structures. We consider many factors in assessing the collectability of our receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness and other specific circumstances related to the accounts.

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 other financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.

Foreign Currency Translation and Transaction

The accompanying combined and consolidated financial statements are presented in the Malaysia ringgit (“MYR”), which is the reporting currency of the Group. The functional currency of the Company and its subsidiary in the British Virgin Islands is United States Dollars (“USD” or “US$”), its other subsidiary which is incorporated in Malaysia are Malaysia ringgit (“MYR”), respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.

HISTORY AND CORPORATE STRUCTURE

Overview and Corporate History

We are a holding company incorporated in the Cayman Islands with operations conducted in Malaysia by our Operating Subsidiary MSAV, which was incorporated as a company with limited liability under the laws of Malaysia in 2013. With more than 10 years of operating history, our Operating Subsidiary has substantial expertise and strong capabilities in the sale, rental, and installation of audiovisual and LED display equipment for our customers in Malaysia.

We operate through three primary business activities, each providing a distinct revenue stream:

(i)     sales of equipment to customers, recognized upon receipt by the customer,

(ii)    short-term event-driven rental arrangements, generally ranging from 1 day to 3 months, with revenue determined by the equipment employed and the length of the event;

(iii)   long term semi-permanent installations at customer facilities, generally ranging from 2 – 7 years, with revenue determined on a usage-based lease calculated by the number of days and the specific configuration the equipment is used.

For the years ended June 30, 2024 and 2025, we served 153 customers in each year through our short-term, event-driven rental stream and 54 and 64 customers, respectively, through our long-term, usage-based lease stream. Customers may be included in both categories if they engaged the Company under both business streams during the relevant period. For the years ended June 30, 2024 and 2025, we completed 571 and 519 short-term event engagements (i.e., individual events for which equipment is rented for a limited period, typically days) and 1,805 and 2,116 long-term contract usages (i.e., billable usage periods under long-term, usage-based leases arrangements), respectively.

For the six months ended December 31 2025, we served 70 customers in this period through our short-term, event-driven rental stream and 56 customers through our long-term, usage-based lease stream. Customers may be included in both categories if they engaged the Company under both business streams during the relevant period. For six months ended December 31 2025, we completed 266 short-term event engagements (i.e., individual events for which equipment is rented for a limited period, typically days) and 1099 long-term contract usages (i.e., billable usage periods under long-term, usage-based leases arrangements), respectively.

Our Operating Subsidiary maintains inventories of professional equipment including LED screens, projection systems, and audio systems, and provides comprehensive technical support encompassing system design, installation, operational support, and maintenance that helps ensure enhanced equipment performance.

The LED display segment provides LED screens with specifications ranging from P2 to P10 (representing the concentration of pixels resulting in variances of image sharpness and resolution resulting in appropriateness for various applications) for both short term and semi-permanent installations. Our LED display solutions include indoor and outdoor applications, and floor LED systems, each configured in accordance with specific venue requirements and event objectives. Our Operating Subsidiary has executed LED screen installations at various commercial venues including international hotels, convention centers, and commercial buildings throughout Malaysia.

The audiovisual segment encompasses both audio and visual equipment sales, rental and installation services. The projection systems are equipped with various ANSI-lumens specifications and multiple lens configurations including short zoom, short throw, and long throw applications. The audio component includes professional-grade mixers, speakers, line-array systems, amplification equipment, and playback systems. Our equipment portfolio also supports multi-camera production setups and video conferencing functions that enable transmission of video images and audio between multiple locations.

The implementation methodology encompasses several key phases, beginning with technical feasibility assessment, followed by detailed system design and equipment specifications. The installation phase includes equipment deployment, system integration, and technical testing. For semi-permanent installations, this includes analyzing usage patterns to determine optimal structures. The installation phase includes equipment deployment, system integration, and technical testing. Our Operating Subsidiary provides ongoing technical support including system maintenance and technical supervision.

Our Operating Subsidiary has established a track record in providing equipment and technical capabilities through retail sales, short-term special event leases and semi-permanent installation usage-based leases at international hotels and convention centers for corporate functions, government events, exhibits, conferences, entertainment productions, and concerts. Our equipment and technical capabilities have been deployed at various commercial venues including convention centers, hotels, and event spaces across Malaysia.

Our Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors:

•        We have a stable customer relationship with commercial enterprises and government organizations;

•        Established market position as one of the largest audiovisual and LED display solutions in Malaysia;

•        Experienced and dedicated management with proven track record in audiovisual and LED display solutions; and

•        Substantial experience in supporting major concerts and events.

See “Business — Our Competitive Strengths” on page 68

Our Challenges

•        If we are unable to obtain or maintain the required Certificate of Registration to import regulated equipment or the required Certificate of Approval for certain of our equipment, we may be prevented from importing, supplying or renting certain equipment which may adversely affect our business, financial condition, results of operation, and prosects and non-compliance could subject us to regulatory fines.

•        Intense market competition

•        High fixed costs and significant capital investment required to maintain a broad inventory of professional audiovisual equipment

See “Business — Our Challenges” on page 70

Our Growth Strategies

We intend to pursue the following strategies to further expand our business:

•        Enhance our business presence in the hotel sector;

•        Resume and expand our full-service event technical operations; and

•        Expand our presence into the concert organization segment to capture growing market opportunities.

See “Business — Our Growth Strategies” on page 70

Trends and Market Opportunities

Our management believe that the prospects of our Group are encouraging for the following reasons:

Reorganization

Effective December 10, 2025 our Group completed a reorganization to consolidate our business operations into an offshore structure in anticipation of listing on a recognized securities market. MSAVH, our company, was incorporated on November 4, 2025.

Prior to the reorganization, MSAV, our operating subsidiary, was owned 100% by Low You Siong.

As part of the reorganization, MSAVH was incorporated on November 4, 2025, as the holding company of the Group. At incorporation, the authorized share capital of MSAVH was US$50,000 divided into (i) 4,000,000,000 Class A Ordinary Shares of par value US$0.00001 each and (ii) 1,000,000,000 Class B Ordinary Shares of par value US$0.00001 each. Upon incorporation, one Class A Ordinary Share was allotted and issued as fully paid to Ogier Global Subscriber (Cayman) Limited, the first subscriber. On November 7, 2025, the first subscriber transferred the one issued Class A Ordinary Share to Low You Siong.

On November 27, 2025, MSAVH re-classified and re-designated each issued and unissued Class A Ordinary Shares and Class B Ordinary Shares into Ordinary Shares of US$0.00001 each and all the Ordinary Shares shall rank pari passu with each other, such that the authorized share capital of the Company has become US$50,000 divided into 5,000,000,000 Ordinary Shares of US$0.00001 each (the “Share Re-designation”) and the one issued Class A Ordinary Share held by Low You Siong was re-designated to one Ordinary Share. As a result of the Share Re-designation, on the same day the Company adopted the Amended and Restated Memorandum and Articles of Association with immediate effect.

On December 10, 2025, MSAVH entered into a share swap agreement with (i) Low You Siong, the sole shareholder of MSAV; (ii) MSAV BVI, a wholly-owned subsidiary of MSAVH; (iii) LYS (BVI) LTD, company wholly-owned by Low You Siong, our Director, and (iv) MSAV. Pursuant to the share swap agreement, MSAV BVI acquired all of the issued and paid-up shares of MSAV and in consideration of this acquisition, MSAVH, as the parent holding company of MSAV BVI, allotted and issued an aggregate of 20,000,000 Ordinary Shares to LYS (BVI) LTD. Following the transaction, MSAV became an indirect wholly-owned subsidiary of MSAVH.

On December 10, 2025, Low You Siong surrendered one Ordinary Share held by him for no consideration in MSAVH.

On December 12, 2025, LYS (BVI) LTD transferred 2,400,000, 1,800,000, 1,600,000, 1,200,000 Ordinary Shares to E Team (BVI) Limited, CA (BVI) LIMITED, WP (BVI) LIMITED and other minority shareholders, respectively. Thereafter, MSAVH has become owned as to 13,000,000, 2,400,000, 1,800,000, 1,600,000, and 1,200,000 Ordinary Shares held by LYS (BVI) LTD, of which Low You Siong, our Director, is the beneficial owner and sole shareholder, E Team (BVI) Limited, CA (BVI) LIMITED, WP (BVI) LIMITED and other minority shareholders, representing 65%, 12%, 9%, 8%, 6% of the issued Ordinary Shares of MSAVH respectively.

Our corporate structure following the reorganization of the Company’s legal structure before and upon completion of this offering is set forth in the chart below(1).

____________

(1)      Assuming no exercise of the underwriter’s over-allotment option.

Holding Company Structure

MSAV HOLDINGS LTD (“MSAVH”) is a Cayman Islands holding company with no material operations of its own, and we conduct our operations primarily in Malaysia through Operating Subsidiary, Mekar Subur AV Sdn. Bhd. (“MSAV”.) This is an offering of the Ordinary Shares of MSAVH, an exempted company with limited liability incorporated under the laws of the Cayman Islands, instead of the shares of the Operating Subsidiary. Investors in this offering will not directly hold any equity interests in the Operating Subsidiary.

As a result of our corporate structure, MSAVH’s ability to pay dividends may depend upon dividends paid by the Operating Subsidiary. If our Operating Subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

the duration and complexity of the project, the required manpower for design and execution, and associated logistics or third-party service costs. This project-centric approach allows providers to offer a full spectrum of services, from initial consultation to final execution and post-project support.

Source: Frost & Sullivan

Value Chain Analysis

The upstream part of the industry consists of the suppliers and enablers. These are the organizations that provide the foundational components and creative assets required for any project. It includes equipment manufacturers who produce the physical hardware such as speakers, lighting fixtures, and video panels; software developers who create the control and design software that operates the hardware; component suppliers who provide the essential raw materials and electronics to the manufacturers; and content creation agencies that produce the video, graphic, or interactive media displayed on the systems. These upstream partners are the originators of the technology and content that is leveraged further down the chain.

The midstream segment represents the core service provision layer, where the products and services from the upstream suppliers are aggregated and transformed into client-specific solutions. The diagram distinguishes between independent providers who may specialize in only one area (visual, lighting, or audio) and the more comprehensive role of an integrated visual, lighting, and audio provider. The Group operates specifically as this integrated provider, undertaking a wide array of value-adding activities, including consultation & system design, project management, system integration, providing rental & staging services for events, offering technical operation & support, and handling media sales & management. The integrated approach allows the Group to deliver turnkey, multi-disciplinary solutions but also the capability to provide independent services for particular area.

Finally, the downstream segment is composed of the clientele or end-users who are the ultimate consumers of the integrated solutions. These clients are categorized into several key market sectors. The live events sector includes clients from concerts, festivals, and corporate events. The permanent installation sector consists of clients such as retail stores, museums, and corporate headquarters that require long-term visual, lighting, or audio systems. The media & advertising sector leverages these technologies for digital-out-of-home campaigns and brand activations.

A final category of others encompasses a broad range of additional clients like corporate entities, public venues, and government agencies. The needs of this diverse clientele drive the demand for the specialized and integrated services offered by the midstream providers.

Source: Frost & Sullivan

Market Size

The market size for visual, lighting, and audio solutions in Malaysia increased from MYR 1,022 million in 2020 to MYR 1,790 million in 2024, representing a CAGR of approximately 15.0%. The significant growth was primarily driven by a strong post-pandemic rebound; after a dip in 2021 due to event cancellations, the market experienced a dramatic recovery from 2022 onwards as live events, corporate functions, and MICE (“Meetings, Incentives, Conferences, and Exhibitions”) activities resumed with renewed vigor, leading to substantial investments in deploying and upgrading visual, lighting and audio systems.

Subsequently, the market is projected to continue its expansion from an estimated MYR 1,940 million in 2025 to MYR 2,930 million in 2030, reflecting a CAGR of approximately 8.6%, fueled by sustained economic development, the continuous expansion of the tourism and MICE sectors, and an increasing demand for more advanced and immersive technological solutions in both permanent installations and live productions.

Source: Frost & Sullivan

Market Driver

•        Resurgence and Modernization of the MICE and Live Events Sector

The Meetings, Incentives, Conferences, and Exhibitions (“MICE”) and live events industry in Malaysia is experiencing a powerful rebound. Following a period of global disruption, there is significant pent-up demand for in-person corporate functions, international conferences, and large-scale entertainment events since 2023 and 2024. Government bodies like the Malaysia Convention & Exhibition Bureau are actively promoting the country as a premier event destination, creating a dual-pronged driver including (i) venues such as convention centers, hotels, and event halls are aggressively upgrading their in-house visual, lighting and audio infrastructure including installing permanent high-resolution LED screens, integrated audio systems, and dynamic lighting to attract high-value events; and (ii) the sheer volume of returning events, from product launches and corporate dinners to major concerts and festivals, fuels immense demand for rental and staging services, requiring a vast equipment portfolio of cutting-edge, reliable equipment and skilled technical crews to execute flawless productions.

•        The Strategic Push for an “Experience Economy”

A strategic pivot from basic service provision to holistic experience curation is evident across Malaysia’s hospitality, retail, and entertainment sectors, serving as a critical competitive differentiator. Such trend directly fuels demand for sophisticated VLA solutions. Hospitality venues are allocating budgets for advanced visual, lighting and audio systems in ballrooms and public areas to create immersive ambiances and secure high-value event contracts that have complex technical requirements. Concurrently, property developers and commercial space operators are increasingly integrating large-format digital displays and architectural lighting into their building designs to increase asset value, enhance public engagement, and create landmark destinations. The core driver here is not functionality alone, but the strategic deployment of visual, lighting and audio technology as a tool to elevate brand perception, create engaging environments, and generate memorable content for patrons.

•        Accelerated Digital Transformation Across Corporate and Public Sectors

The national agenda for digitalization, outlined in frameworks such as the MyDIGITAL blueprint and reinforced by the widespread corporate adoption of hybrid work models, has substantially elevated demand for integrated visual, lighting and audio solutions. Malaysian enterprises are actively retrofitting corporate environments, including boardrooms, training facilities, and auditoriums, with advanced video conferencing hardware, interactive displays, and multi-camera production systems. The objective is to ensure effective and unified communication between on-site and remote teams. This impetus extends to the public sector, driving demand for digital signage networks in civic spaces, dynamic information displays in transportation hubs, and large-scale video walls for government functions and public communication campaigns, reflecting a broader move towards digital-first engagement.

•        Structural Growth of the Digital Out-of-Home Advertising Segment

Malaysia’s Out-of-Home advertising market is undergoing a structural shift from static media to dynamic digital formats. The replacement of traditional billboards with high-visibility Digital Out-of-Home LED displays is accelerating along major transportation corridors and in key urban centers. Advertisers are increasingly drawn to the format’s advantages, including the flexibility for real-time content updates, superior visual impact, and the efficiency of running multiple campaigns on a single digital asset. This directly generates consistent demand for the supply, installation, and maintenance of large-scale, weather-resistant outdoor LED systems. Such trend is further amplified by the emergence of niche mobile advertising platforms, such as LED-equipped vehicles, which provide brands with targeted, location-based marketing capabilities and create a distinct sub-market for specialized mobile visual, lighting and audio solutions.

Market Trends and Opportunities

•        Convergence of Technologies for Immersive and Experiential Environments

A significant long-term trend is the shift from deploying discrete visual, lighting, and audio components to creating fully integrated, multi-sensory immersive environments. Such evolution moves beyond simple functionality towards the strategic curation of experiences. The opportunity lies in the growing demand for advanced applications such as large-scale projection mapping on architectural facades, interactive floors and walls in public spaces, and spatial

Cost Analysis — Equipment Cost

The price index for visual, lighting, and audio equipment in Malaysia from 2020 to 2030 reveals distinctly different pricing trends for each equipment category. Monitors and projectors are experiencing sustained price inflation, with a historical CAGR of 6.7% from 2020-2024 and a projected continuation of this trend at 6.1% through 2030, culminating in prices that are nearly 90% higher than the 2020 baseline. In contrast, luminaires and lighting fittings show a significant deflationary trend, with prices dropping consistently at a CAGR of -9.7% between 2020 and 2024, suggesting that technology advancements and manufacturing efficiencies are making lighting equipment substantially cheaper over time. Sound systems exhibit the most volatility, with a dramatic price spike in 2022 where the index reached 225.5, more than double the 2020 price. While these prices have since moderated, they remain on an overall inflationary path with a 4.5% CAGR from 2020-2024. For market participants, this data indicates a challenging procurement environment where they must budget for fluctuating costs.

Source: Trade Map, Frost & Sullivan

Overview of Market Competition and Market Concentration

The visual, lighting, and audio solutions market in Malaysia is best described as highly fragmented, characterized by a large number of players and intense competition. The competitive landscape is composed of a diverse range of participants. It includes a vast number of small-scale, local rental companies that primarily serve smaller events like weddings and community functions, where competition is often based on price. Conversely, the market also features a select group of large, full-service providers who possess extensive state-of-the-art inventories, deep technical expertise, and the logistical capacity to handle major national and international events. While the overall market concentration is low due to the sheer number of smaller operators, these larger firms command a high share of the high-value project market and hold considerable influence.

Competition in this market hinges on a company’s ability to provide state-of-the-art equipment, from high-resolution LED screens to advanced audio systems. Beyond just hardware, success is determined by the quality of technical expertise, service reliability, and a proven track record in managing complex events from conception to execution. A strong reputation and established client relationships are crucial for securing high-value projects.

Entry Barriers

•        Factors Structural Lock-in with Key Technology Principals

The market is heavily influenced by exclusive distribution agreements between global visual, lighting and audio manufacturers and a few established Malaysian distributors. New entrants face a significant structural barrier as they are often unable to gain access to the top-tier, project-specified brands, forcing them to either work with less-desirable alternative brands or purchase equipment from the established distributors at a sub-dealer price, immediately placing them at a severe cost and credibility disadvantage.

BUSINESS

Overview

We are a holding company incorporated in the Cayman Islands with operations conducted in Malaysia by our Operating Subsidiary MSAV, which was incorporated as a company with limited liability under the laws of Malaysia in 2013. With more than 10 years of operating history, our Operating Subsidiary has substantial expertise and strong capabilities in the sale, rental, and installation of audiovisual and LED display equipment for our customers in Malaysia.

We operate through three primary business activities, each providing a distinct revenue stream:

(i)     sales of equipment to customers, recognized upon receipt by the customer,

(ii)    short-term event-driven rental arrangements, generally ranging from 1 day to 3 months, with revenue determined by the equipment employed and the length of the event;

(iii)   long term semi-permanent installations at customer facilities, generally ranging from 2 – 7 years, with revenue determined on a usage-based lease calculated by the number of days and the specific configuration the equipment is used.

For the years ended June 30, 2024 and 2025, we served 153 customers in each year through our short-term, event-driven rental stream and 54 and 64 customers, respectively, through our long-term, usage-based lease stream. Customers may be included in both categories if they engaged the Company under both business streams during the relevant period. For the years ended June 30, 2024 and 2025, we completed 571 and 519 short-term event engagements (i.e., individual events for which equipment is rented for a limited period, typically days) and 1,805 and 2,116long-term contract usages (i.e., billable usage periods under long-term, usage-based leases arrangements), respectively.

For the six months ended December 31 2025, we served 70 customers in this period through our short-term, event-driven rental stream and 56 customers through our long-term, usage-based lease stream. Customers may be included in both categories if they engaged the Company under both business streams during the relevant period. For six months ended December 31 2025, we completed 266 short-term event engagements (i.e., individual events for which equipment is rented for a limited period, typically days) and 1099 long-term contract usages (i.e., billable usage periods under long-term, usage-based leases arrangements), respectively.

Our Operating Subsidiary maintains inventories of professional equipment including LED screens, projection systems, and audio systems, and provides comprehensive technical support encompassing system design, installation, operational support, and maintenance that helps ensure enhanced equipment performance.

The LED display segment provides LED screens with specifications ranging from P2 to P10 (representing the concentration of pixels resulting in variances of image sharpness and resolution resulting in appropriateness for various applications) for both short term and semi-permanent installations. Our LED display solutions include indoor and outdoor applications, and floor LED systems, each configured in accordance with specific venue requirements and event objectives. Our Operating Subsidiary has executed LED screen installations at various commercial venues including international hotels, convention centers, and commercial buildings throughout Malaysia.

The audiovisual segment encompasses both audio and visual equipment sales, rental and installation services. The projection systems are equipped with various ANSI-lumens specifications and multiple lens configurations including short zoom, short throw, and long throw applications. The audio component includes professional-grade mixers, speakers, line-array systems, amplification equipment, and playback systems. Our equipment portfolio also supports multi-camera production setups and video conferencing functions that enable transmission of video images and audio between multiple locations.

The implementation methodology encompasses several key phases, beginning with technical feasibility assessment, followed by detailed system design and equipment specifications. The installation phase includes equipment deployment, system integration, and technical testing. For semi-permanent installations, this includes analyzing usage patterns to determine optimal structures. The installation phase includes equipment deployment, system integration, and technical testing. Our Operating Subsidiary provides ongoing technical support including system maintenance and technical supervision.

Our Operating Subsidiary has established a track record in providing equipment and technical capabilities through retail sales, short-term special event leases and semi-permanent installation usage-based leases at international hotels and convention centers for corporate functions, government events, exhibits, conferences, entertainment productions, and concerts. Our equipment and technical capabilities have been deployed at various commercial venues including convention centers, hotels, and event spaces across Malaysia.

Our operational strategy focuses on maintaining equipment quality standards and technical capabilities excellence. The technical and maintenance teams of our Operating Subsidiary undergo trainings to maintain proficiency with evolving technology and equipment specifications.

Reorganization

Effective December 10, 2025 our Group completed a reorganization to consolidate our business operations into an offshore structure in anticipation of listing on a recognized securities market.

Prior to the reorganization, MSAV, our operating subsidiary, was owned 100% by Low You Siong.

As part of the reorganization, MSAVH was incorporated on November 4, 2025, as the holding company of the Group. At incorporation, the authorized share capital of MSAVH was US$50,000 divided into (i) 4,000,000,000 Class A Ordinary Shares of par value US$0.00001 each and (ii) 1,000,000,000 Class B Ordinary Shares of par value US$0.00001 each. Upon incorporation, one Class A Ordinary Share was allotted and issued as fully paid to Ogier Global Subscriber (Cayman) Limited, the first subscriber. On November 7, 2025, the first subscriber transferred the one issued Class A Ordinary Share to Low You Siong.

On November 27, 2025, MSAVH re-classified and re-designated each issued and unissued Class A Ordinary Shares and Class B Ordinary Shares into Ordinary Shares of US$0.00001 each and all the Ordinary Shares shall rank pari passu with each other, such that the authorized share capital of the Company has become US$50,000 divided into 5,000,000,000 Ordinary Shares of US$0.00001 each (the “Share Re-designation”) and the one issued Class A Ordinary Share held by Low You Siong was re-designated to one Ordinary Share. As a result of the Share Re-designation, on the same day the Company adopted the Amended and Restated Memorandum and Articles of Association with immediate effect.

On December 10, 2025, MSAVH entered into a share swap agreement with (i) Low You Siong, the sole shareholder of MSAV; (ii) MSAV BVI, a wholly-owned subsidiary of MSAVH; (iii) LYS (BVI) LTD, a company wholly-owned by Low You Siong, our Director, and (iv) MSAV. Pursuant to the share swap agreement, MSAV BVI acquired all of the issued and paid-up shares of MSAV and in consideration of this acquisition, MSAVH, as the parent holding company of MSAV BVI, allotted and issued an aggregate of 20,000,000 Ordinary Shares to LYS (BVI) LTD. Following the transaction, MSAV became an indirect wholly-owned subsidiary of MSAVH.

On December 12, 2025, Low You Siong surrendered one Ordinary Share held by him for no consideration in MSAVH.

On December 12, 2025, LYS (BVI) LTD transferred 2,400,000, 1,800,000, 1,600,000, 1,200,000 Ordinary Shares to E Team (BVI) Limited, CA (BVI) LIMITED, WP (BVI) LIMITED and other minority shareholders, respectively. Thereafter, MSAVH has become owned as to 13,000,000, 2,400,000, 1,800,000, 1,600,000, and 1,200,000 Ordinary Shares held by LYS (BVI) LTD, of which Low You Siong, our Director, is the beneficial owner and sole shareholder, E Team (BVI) Limited, CA (BVI) LIMITED, WP (BVI) LIMITED and other minority shareholders, representing 65%, 12%, 9%, 8%, 6% of the issued Ordinary Shares of MSAVH respectively.

Our corporate structure following the reorganization of the Company’s legal structure before and upon completion of this offering is set forth in the chart below(1).

____________

(1)      Assuming no exercise of the underwriter’s over-allotment option.

Holding Company Structure

MSAV HOLDINGS LTD (“MSAVH”) is a Cayman Islands holding company with no material operations of its own, and we conduct our operations primarily in Malaysia through Operating Subsidiary, Mekar Subur AV Sdn. Bhd. (“MSAV”.) This is an offering of the Ordinary Shares of MSAVH, an exempted company with limited liability incorporated under the laws of the Cayman Islands, instead of the shares of the Operating Subsidiary. Investors in this offering will not directly hold any equity interests in the Operating Subsidiary.

As a result of our corporate structure, MSAVH’s ability to pay dividends may depend upon dividends paid by the Operating Subsidiary. If our Operating Subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Our Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors:

We have a stable customer relationship with commercial enterprises and government organizations

Our Operating Subsidiary has established stable and long-term business relationships with its customers comprised of end-customers and intermediaries which including reputable organizations and commercial enterprises such as event organizers, Malaysian government agencies, statutory bodies, multinational corporations, hotel operators

and chains, and convention centers. Our flexible business model, offering both usage-based long-term installations and equipment rental services, has enabled us to build lasting relationships with customers who value our comprehensive solutions and technical expertise.

Through the efforts of the management and sales and marketing team of the Operating Subsidiary, our Operating Subsidiary is able to maintain regular communication with customers to understand their requirements and identify potential business opportunities for both semi-permanent installations and equipment rental needs. By maintaining close relationships with customers, we are able to gain insights into their usage pattern, market trends and changing technological requirements in the audiovisual and LED display industry. This understanding allows us to align our service offerings and equipment portfolios with market demands and customer expectations. The technical team of our Operating Subsidiary work closely with customers during the installation and throughout the service period to ensure the outcomes meet or exceed their requirements.

Furthermore, our established relationships with major enterprises, hotel operators and organizations throughout Malaysia provide us with a stable source of revenue. Many of our customers operate multiple venues requiring our long-term audiovisual and LED display solutions, while others regularly rent equipment from our Operating Subsidiary for their operational needs. These relationships have contributed to our growth and market position in Malaysia’s audiovisual and LED display solutions industry. Our track record of successful execution for prominent customers has enhanced our reputation in the industry and positions us favorable for securing additional contracts from both existing and new customers. The stability of these business relationships demonstrates market recognition of our technical capabilities and service quality, which has often resulted in word-of-mouth referrals with customers recommending our installation and rental services to other potential clients within their business network. This creates a network effect that helps expand our customer base through recommendations, particularly among businesses seeking reliable long-term audiovisual solutions or regular equipment rental services.

Established market position as one of the largest audiovisual and LED display solutions in Malaysia

Our Operating Subsidiary has established itself as one of the largest audiovisual and LED display solutions providers in Malaysia, with an extensive inventory of professional equipment. For the fiscal years ended June 30, 2025 and 2024, our Operating Subsidiary supported visual display and audiovisual solutions across over 2,000 usage instances, arising from both short-term rental engagements and usage under long-term lease arrangements at customer venues. Such usage instances are typically event-related, may range from a single day to multiple days in duration, and include concerts featuring international and local artists at various prominent venues across Malaysia.