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Other than the risk factors set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026.
Transfer between our common stock traded on the SGX-ST and our common stock traded on NYSE may adversely affect the liquidity and/or trading price of the other.
Our common stock is currently traded on the New York Stock Exchange ("NYSE") and on the Singapore Exchange Securities Trading Limited (the "SGX-ST"). Subject to compliance with U.S. securities laws and procedures of The Central Depository (Pte) Limited ("CDP"), holders of our common stock may use CDP’s procedures for cross-border securities transfers via The Depository Trust Company ("DTC") to transfer common stock traded on the SGX-ST to NYSE. Any holder of common stock traded on NYSE may also transfer such interests for trading on the SGX-ST. In the event that a substantial number of shares of common stock are exchanged, the liquidity and trading price of our common stock on the SGX-ST and common stock on NYSE may be adversely affected.
The time required for transfers of our common stock between the SGX-ST and NYSE may be longer than expected, and investors may not be able to settle or effect any sale of their securities during such transfer periods, furthermore, such transfers may involve significant costs.
There is no direct trading or settlement between NYSE and the SGX-ST. CDP both acts as central depositary for the SGX-ST and is a DTC participant and facilitates settlement between the two markets via its procedures for cross border securities transfers via DTC. In addition, the time differences between Singapore and New York, unforeseen market circumstances, temporary closure of the facilities offered by CDP for cross border securities transfers via DTC, the procedures of a stockholder’s brokers in Singapore and/or the United States or other factors may delay the transfer of common stock from trading on the SGX-ST to NYSE (and vice versa). Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, there is no assurance that any transfer of common stock from trading on the SGX-ST to NYSE (and vice versa) will be completed in accordance with the timelines that stockholders may anticipate. Furthermore, CDP and other DTC participants are entitled to charge holders fees for cross-border securities transfers via DTC. Brokers in Singapore and/or the United States may charge additional fees. As a result, stockholders who transfer common stock from trading on the SGX-ST to NYSE (and vice versa) may not achieve the level of economic return the stockholders may anticipate.
The different characteristics of the capital markets in Singapore and the U.S. may negatively affect the trading prices of our common stock.
Upon the listing of our common stock on the SGX-ST, we will be subject to Singapore and NYSE listing and regulatory requirements concurrently. The SGX-ST and NYSE have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of our common stock may not be the same, even allowing for currency differences. Fluctuations in the price of our common stock traded on NYSE due to circumstances peculiar to the U.S. capital markets could materially and
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adversely affect the price of our common stock traded on the SGX-ST, or vice versa. Certain events having significant negative impact specifically on the U.S. capital markets may result in a decline in the trading price of our common stock notwithstanding that such event may not impact the trading prices of securities listed in Singapore generally or to the same extent, or vice versa. Because of the different characteristics of the U.S. and Singapore capital markets, the historical market prices of our common stock may not be indicative of the trading performance of our common stock after the listing.
Stockholders who maintain, either directly or through depository agents, securities accounts with CDP in order to trade our common stock on the SGX-ST (“CDP Depositors”) may be diluted as they may not be able to participate in any additional equity fundraising or rights issue.
We may in the future require additional equity funding and stockholders may face dilution of their shareholdings should we issue new common stock to obtain such equity funding. Furthermore, if we were to conduct a follow-on offering or rights issue in the United States only, CDP Depositors may not be able to participate in such a follow-on offering or rights issue. Compliance with securities laws or other regulatory provisions in Singapore may prevent us from offering such securities or rights to CDP Depositors without us incurring substantial additional costs (over and above any requirements we must comply with in the United States) involved in the offering of such securities or rights to CDP Depositors, including having to lodge an offer information statement with the Monetary Authority of Singapore. If that is the case, CDP Depositors will face dilution of their beneficial shareholdings.