NEOA Neo Aeronautics, Inc. S-1/A amended IPO prospectus section summaries

Neo Aeronautics, Inc. — IPO cover summary

Neo Aeronautics, Inc. filed Amendment No. 2 to its S-1 on October 22, 2026, for an initial public offering of Class A common stock. No public market for the shares exists, and completion of the firm-commitment offering depends on NYSE American’s final approval of the company’s listing application; if approval is not obtained, the offering will be terminated.

The offering comprises 3.75 million newly issued shares from the company and 1.25 million shares sold by existing stockholders. At the assumed midpoint price of $5.00 per share (within a $4.00–$6.00 range), gross proceeds would be approximately $18.75 million for the company and $6.25 million for selling stockholders. The company will receive no proceeds from secondary shares. Underwriting discounts are 7.5% of gross proceeds, with a 1% non-accountable expense allowance payable by the company and selling stockholders. The company estimates approximately $1.1 million in offering cash expenses, excluding discounts and commissions; the cover does not specify final net proceeds.

Post-offering, founder Neo Kok Beng is expected to hold 13.28% of total shares but 69.12% of voting power; if the underwriters’ option is exercised in full, those figures would be 13.03% and 68.65%, respectively. He will own all Class B shares, which carry 15 votes each versus one vote per Class A share and generally convert to Class A upon transfer, subject to permitted-transferee exceptions. The resulting voting control means the company expects to be a controlled company, presenting concentrated-control and governance considerations for investors.

The company identifies as an emerging growth company, smaller reporting company, and non-accelerated filer, and is eligible for reduced public-company disclosure requirements.

Definitions and presentation conventions

• Financial information is prepared in accordance with U.S. GAAP unless otherwise stated. Currency amounts default to Singapore dollars (S$ or SGD); “US$” denotes U.S. dollars. The fiscal year ends December 31. Tables may have rounding differences.
• The estimated IPO price is US$4.00–US$6.00 per Class A share. The offering comprises 5,000,000 shares before underwriting discounts and commissions: 3,750,000 shares sold by the Company and 1,250,000 shares sold by existing stockholders. The prospectus distinguishes Class A and Class B common stock, but this section does not describe their voting rights or capitalization.
• Business terminology describes an advanced air mobility focus, including industrial-grade eVTOL and conventional VTOL aircraft for industrial logistics and customized solutions. Passenger-grade eVTOL aircraft are defined as intended for sports and recreation.

This section provides no operating results, balance-sheet or cash-flow figures, quantified business risks, or updates on specific products, commercial launches, revenue, or strategic development.

Business and strategy

Neo Aeronautics is a pre-revenue, early-stage advanced air mobility company developing electric and conventional vertical take-off and landing (VTOL) aircraft and supporting systems. It has devoted substantial resources to development and commercialization but has not generated product revenue. Its planned businesses are:

• Crimson: A service-based personal and recreational aviation business aimed at U.S. tourism and sports customers. Neo plans flight tests and market entry in 2028, targeting operations under the FAA Part 103 ultralight framework. The company estimates the U.S. market could support more than 200 Crimson clubs and generate over $1 billion in potential revenue; this is an estimate, not demonstrated demand or contracted revenue.
• Pegasus: Industrial logistics products for uses including maritime, agriculture, and mining. Its reference aircraft targets payloads of up to 200 pounds, compared with many competing low-altitude vehicles designed for payloads under 100 pounds.
• SeaArcher: Customized solutions for firefighting, oil-spill response, emergencies, maritime response, and other specialized applications, with commercialization expected in 2028.

Neo says it will consider urban air mobility (UAM) only when regulation is clear and the opportunity is economically viable. Its broader strategy includes pursuing aircraft certification and regulatory conformity, building partnerships with governments and institutions, developing its team, and establishing flight-operations infrastructure. It cites U.S. state-agency engagement through SelectUSA and a joint research laboratory with Singapore Institute of Technology, but cannot assure that suitable sites or partnerships will be available on schedule.

The prospectus cites third-party forecasts of an advanced air mobility market of approximately $11.74 billion in 2024, reaching $68 billion by 2032 (35% CAGR), and Morgan Stanley projections of a $1 trillion eVTOL market by 2040 and $9 trillion by 2050. These are industry forecasts, not Neo results. UAM remains nascent: commercial air-taxi operations require appropriate aircraft certification and FAA Part 135 operations, while maintenance requirements include Part 145. Regulatory and technological hurdles could delay deployment.

Financial condition and funding

Neo reported a H1 2026 net loss of S$408,916 (US$315,984) and negative operating cash flow of S$470,135 (US$363,290). FY2025 net loss was S$1,334,660 (US$1,031,342), compared with S$1,270,108 in FY2024; negative operating cash flow was S$689,098 (US$532,492) in FY2025, compared with S$1,400,225 in FY2024. Its accumulated deficit was S$5,042,948.

Auditors cited recurring losses and negative operating cash flows as raising substantial doubt about the company’s ability to continue as a going concern, including its ability to meet obligations over the 12 months after issuance of the financial statements. Management plans to fund operations through new loans, stockholder advances, and distributor order payments, and targets self-sustaining cash flow by 2028. Funding availability on acceptable terms and achievement of that target are uncertain; further financing could dilute shareholders.

Principal risks and corporate structure

Commercialization depends on unvalidated launch schedules, customer demand, pricing, and monetization. Multiple potential certification pathways—ultralight, light sport, certified private and commercial, and military—create regulatory and execution risk; rule changes could constrain or prevent operations. Neo also depends on securing operating sites, airspace, infrastructure, institutional and government partnerships, and scarce aerospace engineering talent. Other risks include technology obsolescence, customer adoption, growth execution, key-person dependence, cybersecurity incidents, litigation, and intellectual-property protection or infringement claims.

Neo Aeronautics, Inc. was incorporated in Delaware in August 2024 as a holding company; VTOL research and development and operations began through its Singapore subsidiary. A December 12, 2025 share-exchange reorganization transferred ownership of Neo Aeronautics Pte. Ltd. to the Delaware parent, which owns 100% of it. The U.S. subsidiary had no operations as of the prospectus. The company lists its principal executive office in Singapore; enforcement of U.S. judgments against it and related persons may be difficult, U.S.-subsidiary dividend distributions may be restricted, and its U.S. tax-residency status is uncertain.

Public-company, governance, and share risks

After the offering, Neo Kok Beng is expected to own 13.28% of issued shares—0.41% of Class A and 100% of Class B—while controlling 69.12% of total voting power. Neo expects to qualify as a NYSE American “controlled company” and may opt out of certain governance requirements. Dual-class control can limit Class A shareholders’ influence, impede control transactions, and exclude the shares from some indexes.

No public market for Class A shares existed before the offering, and an active market may not develop. The shares may be volatile, the company may fail to maintain its NYSE American listing, and future equity or convertible-security issuance or lock-up expirations could cause further dilution and price declines. The company has discretion over offering proceeds, does not expect to pay dividends in the foreseeable future, and future debt would rank ahead of Class A shares in bankruptcy or liquidation.

Neo reports material weaknesses in financial reporting controls and warns that failure to remediate them could impair reliable reporting. As an emerging growth company (EGC), it may provide only two years of audited financial statements and related MD&A, is exempt from auditor attestation of internal controls under Section 404, and has reduced executive-compensation disclosure and voting requirements. It elected the extended transition period for new or revised accounting standards, which may reduce comparability with companies adopting on public-company timelines. EGC status ends upon the earliest of annual gross revenue exceeding $1.235 billion, the fiscal year-end following the fifth anniversary of the offering, becoming a large accelerated filer (including non-affiliate market value exceeding $700 million at the specified measurement date), or issuing more than $1.00 billion of non-convertible debt over three years.

Other disclosed risks include public-company compliance demands, possible unavailability of financing, geopolitical and capital-markets disruption, changes in U.S. GAAP or errors in critical estimates, and limited or unfavorable analyst coverage. After the offering, Neo intends to disclose material information through SEC filings, its investor-relations website, press releases, public conference calls, and webcasts.

Offering

NEOA plans to offer 5,000,000 Class A shares in its IPO: 3,750,000 newly issued shares sold by the company and 1,250,000 shares sold by existing stockholders. The underwriters have a 45-day option to buy up to 562,500 additional newly issued shares from the company. If fully exercised, the offering would total 5,562,500 shares, including 4,312,500 company-issued shares.

The estimated IPO price is US$4.00–US$6.00 per share. At that range, gross proceeds to NEOA would be US$15.0M–US$22.5M before underwriting discounts and expenses, or US$17.25M–US$25.875M if the underwriters exercise their option in full. NEOA will receive no proceeds from the 1,250,000 secondary shares.

Shares outstanding and use of proceeds

After the offering, NEOA expects to have 29,500,002 common shares outstanding: 25,689,525 Class A and 3,810,477 Class B. If the option is fully exercised, Class A shares would increase to 26,252,025 and total shares outstanding to 30,062,502; Class B shares would remain 3,810,477.

NEOA expects to allocate its net proceeds approximately as follows:

• 60% to PAV for geographic expansion, physical and IT infrastructure, and expansion of sales and marketing teams.
• 30% to LAV for geographic expansion and sales and marketing expansion.
• **10% to working capital and other corporate purposes.

The allocation indicates that growth investment is planned for both business lines, with the larger share directed to PAV.

Lock-ups and listing

NEOA agreed to restrictions on issuing or disposing of covered shares and securities for three months after closing, subject to exceptions. Directors, officers, and principal stockholders holding 5% or more (including specified securities) agreed to six-month restrictions, also subject to exceptions. The selling stockholders’ 1,250,000 offered shares are excluded from that restriction.

The proposed listing venue is NYSE American, under the ticker NEOA. The section refers investors to the prospectus’s Risk Factors section and provides no operating results or specific risk disclosures.

Business and financial overview

NEOA reported no revenue or gross profit in H1 2026 or H1 2025, and in FY2025 or FY2024. The company therefore remained pre-revenue and loss-making; operating expenses equaled operating losses.

Results

• H1 2026: Operating expenses and operating loss were S$432,267, down from S$577,569 in H1 2025 (25.1% lower). Net loss was S$408,916, compared with S$528,599, while other income, net, declined to S$23,351 from S$48,970. There was no income tax expense. Basic and diluted loss per share was S$0.02 in both periods; weighted-average shares were 25,687,275, versus 25,373,640 in H1 2025. The filing also presents H1 2026 equivalents of US$334,027 for operating expenses/loss, US$18,043 for other income, US$315,984 for net loss, and US$0.01 loss per share.
• FY2025: Operating expenses were S$1,381,235, compared with S$1,338,351 in FY2024 (up 3.2%). Net loss widened to S$1,334,660 from S$1,270,108 (up 5.1%), while other income, net, fell to S$46,575 from S$68,243. Basic and diluted loss per share was S$0.05 in both years; weighted-average shares were 25,373,640 in both years. The source table is inconsistent on FY2025 U.S.-dollar figures: it shows operating loss of S$1,381,235, but the translated operating-loss figure is US$1,031,342, the same as translated net loss; translated operating expenses are separately shown as US$1,067,332.

Balance sheet and funding

At June 30, 2026, total assets were S$1,225,134, up from S$806,496 at December 31, 2025. Total shareholders’ equity increased to S$612,468 from S$24,563, while total liabilities declined to S$612,666 from S$781,933. Cash rose to S$190,508 from S$658. Current assets were S$1,151,742 versus S$718,426, and current liabilities were S$564,620 versus S$721,983. Non-current assets consisted of operating lease right-of-use assets of S$73,392, compared with S$88,070. No separate goodwill or intangible-asset balances are provided. June 30, 2026 U.S.-dollar equivalents shown are US$946,708 of total assets, US$473,279 of total equity, US$473,429 of total liabilities, and US$147,213 of cash.

Cash flows and investor perspective

Operating cash outflow remained significant: S$470,135 in H1 2026 versus S$476,881 in H1 2025. Financing cash inflow was S$659,985, compared with S$458,652; investing cash flow was zero in both periods. Cash increased from S$658 at the start of H1 2026 to S$190,508 at period end.

For the full years, operating cash outflow was S$689,098 in FY2025 versus S$1,400,225 in FY2024; financing inflow was S$655,743 versus S$1,406,794. Investing cash flow was zero in both years. Year-end cash declined to S$658 in FY2025 from S$34,013 in FY2024. No separate capital-expenditure figure is provided.

The company continues to burn cash from operations despite lower H1 expenses and losses. Financing inflows funded the business and account for the sharp rise in cash and equity by June 2026; the summary does not identify the financing source or terms.

Risk factors

Financial runway and funding

NEOA is an early-stage VTOL developer with recurring losses, negative working capital, operating cash outflows and limited cash runway. Net loss was S$1.335 million (US$1.031 million) in FY2025, compared with S$1.270 million in FY2024, and S$408,916 (US$315,984) in H1 2026. Operating cash outflow was S$689,098 (US$532,492) in FY2025, versus S$1.400 million in FY2024, and S$470,135 (US$363,290) in H1 2026. The audited FY2024 and FY2025 financial statements expressed substantial doubt about the company’s ability to continue as a going concern within twelve months of issuance.

The company expects losses to continue until it achieves significant VTOL deliveries, and spending may increase beforehand for development, outsourced manufacturing, capacity, inventory, servicing, distribution, sales and marketing, pilot training, and public-company costs. Near-term funding plans include loans, stockholder advances and upfront distributor-order payments. Management targets self-sustaining cash flow by FY2028, but that depends on uncertain execution, market growth and financing. Capital may be unavailable or costly; shortfalls could force dilution, debt-service burdens, restrictions, spending cuts, delayed plans, restructuring, or curtailed or ceased operations.

Development, regulation and market adoption

The company has limited operating history, its aircraft remain in development, and it has not demonstrated high-volume manufacturing. Commercialization depends on completing lengthy and uncertain R&D, flight testing, FAA certification and other approvals. PAV indoor trials were completed by May 2025 and outdoor trials began in August 2025; after a November 2025 review, the company expected to complete the flight-trial series by 2028. This is a testing milestone, not a commercialization commitment. Certification, site availability, logistics, evolving rules or inadequate production capabilities could delay or prevent launches.

VTOL and drone regulation is evolving, and existing standards may not fit electric aircraft. U.S. operations may require aircraft and manufacturing certifications and operating authority; Singapore operations can require registration, permits and pilot training. Singapore permits for some R&D and testing are time-limited and may not be renewed. Adoption is unproven and depends on safety, performance, affordability, customer acceptance and timely fulfillment. Weak demand, price pressure or competitors’ earlier certification and stronger resources could undermine growth.

Product safety, suppliers and operations

Design, software, hardware or supplier-component failures could cause accidents, injuries, recalls, warranty expense, litigation, regulatory action and reputational damage. Lithium-ion batteries can ignite or spread fire, with incidents potentially disrupting facilities, delaying production and weakening public confidence in the broader technology. Insurance may be limited, unavailable or costly; the company has no business-disruption insurance, and claims may exceed coverage. Radio interference or cyberattacks could disrupt aircraft control and create safety and legal consequences.

The company relies on outside suppliers for components including chips, batteries, motors and displays; motor parts are predominantly supplied by T-motor. Supplier disruption, quality problems or price increases could impede production, and switching suppliers may be difficult. Production and prototype manufacturing are outsourced; the company has no current plans to build or acquire a production facility and has not demonstrated fully operational production facilities. Capacity, skilled-worker, equipment, utility, weather, disaster, pandemic or transportation constraints could interrupt output or prevent order fulfillment.

Brand trust, customer demand and growth also depend on product quality, partners’ conduct, and recruiting and retaining key personnel, including founder Dr. Neo Kok Beng. Negative publicity, weather-sensitive demand, data-privacy breaches, litigation, IP challenges or misuse of technology could increase costs or damage sales. International operations add foreign-exchange, tax and compliance uncertainty; the company generally does not hedge currency exposure and has not established whether it will be treated as a Singapore tax resident.

Ownership, public-market and governance risks

Dr. Neo Kok Beng is expected to retain approximately 69% of voting power after the offering; a detailed dual-class disclosure gives 68.99% immediately after the offering, with all Class B shares held by him. Class B shares carry 15 votes each, compared with one vote for Class A, and represent approximately 12.92% of total shares after the offering. This concentration may allow him to determine major actions and deter a change of control. Classified-board and other charter provisions may further limit shareholder influence or a potential control premium.

There is no existing public market, and a listing is not assured. A limited public float could mean sharp price swings, low volume and poor liquidity; failure to meet exchange standards could lead to delisting. At an assumed $5.00 offering price, the company reported net tangible book liabilities of approximately $570,000, or $0.02 per share, at December 31, 2025, and estimated immediate dilution to offering purchasers of $4.61 per share. Proceeds are intended for PAV and LAV development and expansion, infrastructure, sales and marketing, and working capital, but management has broad discretion. No dividends are expected in the foreseeable future. Future securities issuance could dilute holders; potential debt would rank ahead of common stock.

Reporting, legal and financing considerations

The company identified material weaknesses in financial-reporting controls, including insufficient personnel trained in U.S. GAAP and SEC reporting and inadequate record-management procedures. It has engaged an external consultant and is developing controls, but remediation may be delayed or inadequate; further deficiencies may exist. Errors could cause misstatements, late filings or increased fraud risk. The company also expects to use emerging-growth-company exemptions, including reduced disclosures and no auditor attestation under Sarbanes-Oxley Section 404 while eligible. Public-company compliance will increase costs and demands on management. Uncertain accounting estimates—including revenue recognition, reserves, taxes, contingencies and equity-award valuations—could materially affect reported results. Cross-border operations may also complicate enforcement of U.S. judgments.

Forward-Looking Statements

The prospectus’s forward-looking statements address the company’s business strategy and development; expected future financial condition, results, revenue, and costs; industry growth and competition; product demand and acceptance; business relationships; use of offering proceeds; economic conditions; and regulation.

These statements are subject to known and unknown risks, uncertainties, and assumptions—including the risks described in the prospectus’s Risk Factors section—and actual results may differ materially. They are not guarantees of future performance and speak only as of their stated dates. Although the company will have ongoing disclosure obligations under U.S. securities laws, it does not intend to update or revise these prospectus statements in response to later information or events.

Market, Industry, and Other Data

The section provides no specific market-size, industry-growth, or financial metrics. Market and industry information is based on third-party publications, research, surveys, and studies, as well as management estimates. These sources involve assumptions and limitations, and the company cautions investors not to give the estimates undue weight. The industry is highly uncertain and subject to risk; actual results may differ materially from both third-party and company estimates.

Use of Proceeds

At an assumed offering price of $5.00 per share—the midpoint of the estimated range—the company expects net proceeds of approximately US$15.89 million, after estimated underwriting discounts, commissions, and offering expenses. The company will receive no proceeds from Class A Common Stock sold by selling stockholders.

Management currently intends to allocate the net proceeds as follows:

• PAV business: 60% (US$9.534 million) for geographic expansion, physical and IT infrastructure, and expansion of the sales team and marketing.
• LAV business: 30% (US$4.767 million) for geographic expansion and expansion of the sales team and marketing.
• General working capital and other corporate purposes: 10% (US$1.589 million).

These are management’s current intentions, not fixed commitments. Management has broad discretion to reallocate or otherwise use the proceeds. Until they are used, the proceeds are intended to be invested in short-term, interest-bearing, investment-grade securities.

Dividend Policy

NEOA has never declared or paid cash dividends. It intends to retain available funds and future earnings, if any, to develop and expand its business, and does not expect to pay cash dividends in the foreseeable future.

Any future dividend decision would be at the board’s discretion and would depend on the company’s financial condition and operating results, contractual restrictions, capital requirements, business prospects, and other relevant factors. No dividend-related financial amounts are reported in this section.

Capitalization as of June 30, 2026

The company reported $147,213 in cash and cash equivalents, no borrowings, and no total liabilities. Actual total stockholders’ equity and total capitalization were each $473,279. Equity comprised:

• Class A common stock: $21,765; 21,939,525 shares issued and outstanding
• Class B common stock: $3,781; 3,810,477 shares
• Additional paid-in capital: $4,652,731
• Accumulated other comprehensive income: $7,862
• Accumulated deficit: $(4,212,860)

Proposed offering and as-adjusted capitalization

At an assumed offering price of $5.00 per share, the company proposes to sell 3,750,000 Class A shares, generating $18.75 million of gross proceeds. Estimated underwriter commissions are $1,406,250, and estimated offering expenses are $1,455,653.

The prospectus states net proceeds of $16,075,037, but gross proceeds less the stated commissions and expenses equal $15,888,097. That latter amount also matches the increase in total equity shown in the as-adjusted table, from $473,279 to $16,361,376. Despite the proposed proceeds, the table reports cash unchanged at $147,213.

As adjusted, the table reports 25,689,525 Class A shares outstanding, $25,515 of Class A common stock, $20,537,078 of additional paid-in capital, and total stockholders’ equity and capitalization of $16,361,376. Class B shares and the other equity components are otherwise unchanged.

Share issuance disclosure and inconsistencies

The filing also describes a February 2026 issuance of 376,362 Class A shares to independent third parties at $2.07 per share, for stated gross proceeds of $778,788.01. Multiplying the stated share count by the stated price instead gives $779,069.34. The capitalization table has no separate pro forma column for this issuance, and its as-adjusted share count reflects only the actual share count plus the 3.75 million proposed offering shares.

The offering amounts are illustrative and subject to the final price and terms. The capitalization table does not provide total assets, goodwill, or intangible-asset balances.

Dilution

As of June 30, 2026, net tangible book value was approximately $473,000, or $0.06 per share. The company’s calculation excludes operating lease right-of-use assets and deferred offering costs from tangible assets.

Assuming a primary offering of 3,750,000 Class A shares at $5.00 per share, the midpoint of the estimated price range, pro forma as-adjusted net tangible book value would be approximately $17.881 million, or $0.70 per share, after estimated underwriting discounts, commissions, and offering expenses. This would increase net tangible book value by $0.64 per share for existing stockholders, while new investors would incur immediate dilution of $4.30 per share.

The offering comparison attributes 21,939,525 shares (85.40%) and $4,707,755 of historical consideration (20.07%) to existing stockholders, an average of $0.21 per share. New investors purchasing 3,750,000 shares would provide $18.750 million (79.93%), at $5.00 per share. Together, the comparison shows 25,689,525 shares and $23,457,755 of consideration, or an average of $0.91 per share. These consideration figures are before estimated underwriting commissions and offering expenses.

The filing also presents a separate selling-stockholder scenario: after those sales, existing holders would own 20,689,525 shares (80.54%) and new investors 5,000,000 shares (19.46%) of shares outstanding. These secondary sales transfer ownership and do not generate proceeds for the company.

The dilution calculation is illustrative and will vary with the final IPO price and offering terms. Future issuance of options, restricted stock units, other compensation-plan securities, or additional Class A shares could further dilute IPO investors.

Corporate Structure and History

Neo Aeronautics, Inc. was incorporated in Delaware on August 20, 2024, as a holding company. On December 12, 2025, it completed a share-exchange reorganization with the stockholders and convertible-debt holders of Singapore-based Neo Aeronautics Pte Ltd. Following the exchange, Neo Aeronautics, Inc. owns 100% of the Singapore entity, and its former holders became stockholders of the Delaware parent.

Neo Aeronautics Pte Ltd, incorporated on April 7, 2018, conducts the group’s VTOL research, development and engineering. Its target markets include passenger-grade eVTOLs for tourism, sports and recreation in the United States, and industrial-grade eVTOL and cVTOL solutions worldwide.

The group’s other subsidiary, Neo Aeronautics (USA), Inc., was incorporated in Delaware on October 7, 2024, and is wholly owned by the parent. It had no operations as of the prospectus date. The section reports no financial results, balance-sheet information or operating metrics.

Business and commercialization

NEOA is a pre-revenue development-stage company and has not begun operating its aircraft business. It expects to commercialize Personal Aerial Vehicle (PAV) services and Logistics and Customized Aerial Vehicle (LAV and CAV) products in 2028, after flight trials and other development work. Its planned portfolio includes the Crimson PAV, marketed through membership-based “clubs and flights” rather than equipment sales; Pegasus LAV platforms; and the SeaArcher CAV, designed for precision spraying or jetting, including potential firefighting, maritime, and agricultural uses. Pegasus Model C’s targets of up to 170 lb payload and 1.5 hours’ flight time remain unconfirmed. Engineering, prototyping, testing, manufacturing, software, certification, and operating sites will require substantial further investment.

The advanced-air-mobility market remains largely undeveloped, and demand and successful product completion are uncertain. Unmanned eVTOL/cVTOL operations require CAAS and FAA approvals; NEOA expects to begin applications in 2028. Evolving requirements for safety, testing, accessibility, batteries, and environmental standards could increase costs or delay development. Competition also exists in ultralight services and emerging aerial mobility products.

Results of operations (SGD)

NEOA reported no revenue and no income-tax expense in the periods summarized.

• Six months ended June 30, 2026: Operating expenses and operating loss were S$432,267, compared with S$577,569 in the first half of 2025. Other income, net, fell to S$23,351 from S$48,970, while net loss narrowed to S$408,916 from S$528,599.

  • Salaries and benefits increased 20% to S$262,532 from S$218,870; employees increased from 7 to 10.
  • Selling expense fell 93% to S$1,339 from S$19,762, following prototype completion and lower prototype-related freight and courier costs.
  • General and administrative expense rose 6% to S$135,828 from S$127,740, mainly due to consultant and travel costs.
  • R&D fell 92% to S$16,141 from S$198,530 as major prototype work was completed and spending shifted to in-house refinement and regulatory documentation.
  • Operating lease expense rose 30% to S$16,427 from S$12,667, attributed to new office space.

• FY2025: Operating expenses and operating loss increased 3% to S$1,381,235 from S$1,338,351 in FY2024. Net loss increased 5% to S$1,334,660 from S$1,270,108, partly reflecting lower other income.

  • Salaries and benefits rose 27% to S$533,875 from S$420,220; headcount peaked at 10 during 2025 and was 7 at year-end and the prospectus date.
  • Selling expense rose 63% to S$36,608 from S$22,516, reflecting eVTOL prototype completion costs.
  • General and administrative expense rose 65% to S$542,160 from S$328,639, largely due to IPO-related professional and audit fees.
  • R&D fell 55% to S$243,739 from S$539,525 after major prototype development was completed.
  • Depreciation was nil, compared with S$728 in FY2024, as equipment became fully depreciated; operating lease expense declined 7% to S$24,853 from S$26,723.
  • Other income, primarily government grants, fell 32% to S$46,575 from S$68,243. Management expects grant income to continue declining as the company matures and pandemic-related grants wane.

Liquidity, cash flows, and obligations

NEOA has incurred recurring losses and negative operating cash flow since inception and expects both to continue until it achieves sustainable commercial operations. Auditors cited recurring losses, an accumulated deficit of S$5,042,948, and negative operating cash flow as raising substantial doubt about the company’s ability to continue as a going concern for the twelve months after issuance of the financial statements.

Through December 31, 2025, NEOA had raised S$5.068 million net from stock issuances, but year-end cash was only S$658. A one-time S$1,379,950 Singapore Ministry of Education grant was disbursed over 2020–2022. Director/stockholder advances are interest-free and repayable on demand; S$11,000 was due to Neo Kok Beng at June 30, 2026. The founder indicated willingness to provide further working-capital advances, but future support and financing are not assured. Management expects adequate funds for current liabilities and working capital over the next twelve months while acknowledging execution and capital-market risks.

For the six months ended June 30, 2026, operating cash used was S$470,135, versus S$476,881 in the comparative-period cash-flow table; the MD&A narrative instead states S$470,881 for 2025. Financing cash provided was S$659,985 versus S$458,652. Cash increased from S$658 at the start of 2026 to S$190,508 at June 30, 2026, compared with S$34,013 to S$15,784 in the comparable 2025 period. 2026 financing included borrowing proceeds, partly offset by IPO-cost and stockholder repayments.

For FY2025, operating cash used fell 51% to S$689,098 from S$1,400,225 in FY2024, despite the higher net loss. FY2025 operating cash use reflected S$620,709 of net cash outflows from changes in operating assets and liabilities; FY2024 included S$157,568 of such outflows. Financing cash provided declined to S$655,743 from S$1,406,794. Cash decreased by S$33,355 in FY2025, versus an increase of S$6,569 in FY2024; year-end cash was S$658 versus S$34,013. The company may rely on short-term funding from financial institutions and related parties to cover liquidity shortfalls.

In February 2026, S$986,647 of third-party borrowings was converted to equity through issuance of 376,362 Class A common shares. Public-company legal, reporting, accounting, audit, and due-diligence costs are expected to increase. Operating leases were the only listed contractual obligations: the December 31, 2025-based schedule lists S$28,121, S$29,339, and S$30,611 for the periods shown; the June 30, 2026-based schedule lists S$28,723, S$29,968, and S$18,078. NEOA intends to fund obligations from working capital and reports no significant off-balance-sheet arrangements.

Other risks and accounting matters

Management concluded that no projects met capitalization criteria at June 30, 2026, December 31, 2025, or December 31, 2024; research and non-qualifying development costs are expensed as incurred. NEOA reports limited foreign-currency exposure and no material exchange-rate impact to date, though future revenue and expenses are expected mainly in U.S. dollars and Asia-Pacific currencies, including SGD. Inflation has not materially affected results so far, but higher labor, rent, and other costs could do so. The company is an emerging growth company and smaller reporting company and elected the extended transition period for adopting new or revised accounting standards.

Business overview and financial position

NEO Aeronautics is a pre-revenue advanced air mobility (AAM) and eVTOL developer. It has no established revenue stream and targets commercial rollouts in 2028; those are plans dependent on development, testing, approvals, infrastructure and execution, not completed deployments. Operating expenses were S$1.338351 million in FY2024 and S$1.381235 million in FY2025 (FY2025 also stated as US$1.067332 million), an increase of approximately 3.2%, primarily reflecting product development and marketing. The company also received a one-time S$1,379,950 grant from Singapore’s Ministry of Education, disbursed from 2020 to 2022 for aerospace/VTOL innovation and talent development.

Products, development and commercialization

The company is developing three product lines:

• Crimson personal aerial vehicle (PAV): A single-seat aircraft intended initially for U.S. recreational and tourism experiences under FAA Part 103 ultralight rules. Prototypes have been developed since 2019; the third version began development in 2023 and was exhibited at Oshkosh AirVenture. The company plans further flight testing and a 2028 market entry, initially through “Crimson Clubs” at tourism and recreation locations. Part 103 offers a potential route to market but imposes limits including single-seat, weight, fuel, speed and sport/recreational-use restrictions. Broader urban air mobility (UAM) would require a separate regulatory path, and management sees that opportunity as more likely around 2030 as rules, infrastructure and acceptance develop.

• Pegasus logistics aerial vehicle (LAV): An autonomous platform for industrial and logistics uses, including maritime, agriculture and mining. Model A completed flight trials with Singapore’s CAAS in 2024; a Singapore rollout is targeted for 2028, with planned U.S. FAA testing and certification activity from 2027–2028. Specifications vary by model and description: the filing cites payload capabilities of up to 200 pounds for medium- to long-distance missions and approximately 220 pounds in one design description; a separate Model C specification gives 80 kg maximum payload, 149 kg maximum take-off weight and 90 minutes maximum endurance. The current CAAS-registered test model weighs approximately 50 pounds and operates under a UAPL Class B license.

• SeaArcher customized aerial vehicle (CAV): Bespoke aircraft for specialized missions, potentially including national security, firefighting, emergency response and disaster relief. Proof-of-concept work and commercialization are targeted for 2028. The SeaArcher firefighting drone is described as capable of up to 1.5 hours of operation. The company is negotiating with potential customers but reports no signed CAV customers or CAV revenue.

Other prospective systems include an Integrated Aerial Logistics System designed for a potential Middle East client, and an Integrated Aerial Maritime System being developed conceptually with a port authority. Neither is reported as a commercial deployment.

Business model, strategy and market opportunity

Crimson is intended to use a membership and “Club and Flight” model, with annual membership and discounted per-flight fees at recreational and tourism sites. Geofenced, automated flights are designed to make the experience accessible to beginners, with training and options for more experienced users. The company hopes to build adoption through suburban and community locations before any broader UAM opportunity. For LAVs, it proposes either single-client, single-location operations or multi-node systems with logistics vertiports and control centers; CAV deployments would be tailored to each customer and mission.

Management emphasizes simple, manufacturing-oriented aircraft designs, use of established aviation supply chains for commodity components, and vertical integration of key enabling technologies. Planned technology areas include high-specific-energy batteries, electric propulsion, fly-by-wire controls and low-acoustic-signature rotors. The company is also designing toward U.S. DoD Blue UAS requirements, but reports no Blue UAS designation. Third-party estimates cited in the filing put the AAM market at $19 billion in 2024, potentially reaching $68 billion by 2032; these are industry estimates, not company revenue or contracted demand. Management’s estimate of more than 200 potential U.S. Crimson Clubs and over $1 billion in revenue potential is likewise prospective.

Partnerships, operations and execution risks

AiMS Singapore was established at Singapore Institute of Technology in October 2024 following a March 2024 MOU. The company targets an integrated lab, vertiport and flight-test center there in 2028, and plans AiMS America in Pendleton, Oregon, in 2027, with a global flight-test and engineering center targeted for 2028. It also promotes AAM through a consortium, industry events and planned professional training; U.S. certification and training are targeted for 2028. These initiatives may support relationships and industry awareness, but do not demonstrate commercial scale.

The company operates leanly: it owns no real property, leases its Singapore office through December 2028, outsources prototype manufacturing and intends to outsource certified-product production. As of the prospectus, it had 7 employees and 2 consultants; the filing’s descriptions of team allocation differ slightly. It relies on external suppliers for chips, batteries, motors and displays, with Tiger Motor International/T-Motor identified as the principal or predominant motor-parts source. Supplier concentration and lead times could affect production. Other significant execution risks include recruiting specialized talent, expanding commercial capacity, securing regulatory approvals and building planned testing infrastructure. COVID-era flight restrictions in Singapore stalled development from 2020 to 2022.

Competition and intellectual property

Jetson, Pivotal Aero and LIFT Aircraft have developed FAA Part 103-compliant eVTOLs, creating a risk that competitors reach the market first. The filing cites Jetson’s ONE at approximately US$128,000, with more than 460 pre-orders, up to 20 minutes of flight and 11.02 miles of range; Pivotal’s Helix at approximately US$190,000–US$260,000; and LIFT’s HEXA offering 10–17-minute experiences at selected sites. NEO Aeronautics believes its club-based service model differs from competitors’ approaches, but its own commercial model remains unproven.

The company relies on patents, copyrights, trademarks, trade secrets and confidentiality procedures, but cannot assure that pending applications will be granted or that its intellectual property will prevent copying or provide a commercial advantage. Protecting its rights may require litigation.

Regulatory pathway and commercialization milestones

PAV (Crimson). The company says it completed the design to FAA Part 103 specifications and began flight testing on August 1, 2025. Commercialization depends on completing testing and achieving Part 103 compliance. The filing’s timing is inconsistent: its summary table expects compliance in 2027, while the detailed discussion says 2028. Crimson is intended to be the company’s first product and a proving ground for its broader PAV offering. The company states that Singapore currently has no regulations governing its PAV.

Part 103 applies only to qualifying single-occupant aircraft used for recreation or sport and imposes strict limits on weight, fuel capacity, speed and stall speed. Qualifying ultralights do not require FAA airworthiness certification or registration, and their operators do not need pilot certificates.

CAV and LAV. The company expects to submit U.S. FAA applications in 2028 under Part 47 or Part 48. Its discussion says it plans to pursue required Singapore approvals first, followed by U.S. requirements and/or exemptions. The company says its unmanned CAV and LAV models are not currently subject to U.S. certification requirements. The LAV is described as a heavy-payload aircraft of approximately 200 lb (90 kg), above Part 107’s 55 lb take-off-weight threshold. The company expects to seek an exemption under Part 11, relying on the FAA’s case-by-case authority under 49 U.S.C. §44807. Its stated goal of exempting the LAV and CAV from further FAA regulation is a proposed pathway, not an approval already obtained.

Singapore product milestones. The Pegasus Model A/B test mule completed flight testing in 2024, with CAAS unmanned-aircraft registration expected in 2028. Registration applications for Pegasus Model C (cVTOL) and SeaArcher are in process, with registration also expected in 2028. More broadly, the company expects to begin pursuing CAAS approvals for unmanned eVTOL/cVTOL aircraft in 2028.

Operating permits and execution risk

The company’s CAAS Unmanned Operator Permit is pending. Commercial unmanned-aircraft operations generally require both an operator permit and an activity permit. Commercial pilots, and pilots operating aircraft above 7 kg, must hold a CAAS UA pilot licence; aircraft above 250 kg generally must be registered before operation. Operators must meet CAAS safety and configuration requirements, subscribe to the Central Flight Management System and attach a UA tracker.

Operator permits last one year and require renewal. Activity permits generally cover a specified activity, although block permits may allow repeated operations subject to coordination. Depending on the circumstances, additional permits may be required for the operating location, activity, substances discharged, protected areas, events or radio use.

Investor implication: Commercialization remains contingent on flight testing and satisfying applicable aircraft and operational requirements. Product registrations, the pending operator permit, pilot licensing and activity-specific permissions are material regulatory gates. The projected 2028 milestones point to a lengthy path to market, and delays in testing or approvals could defer commercialization.

Management, Board and Governance

No financial results, balance-sheet information, cash-flow data, or quantitative operating metrics are provided in this section.

Founder Dr. Neo Kok Beng has served as CEO and Chairman of Neo Aeronautics Inc. since August 2024 and has led its Singapore operating subsidiary, NEO Aeronautics Pte. Ltd., since April 2018. The company intends to retain the combined CEO/Chairman structure, arguing that Dr. Neo’s experience supports clear direction and a focused chain of command. This arrangement also concentrates executive leadership and board oversight in the founder.

COO Tay Boon Chong brings aerospace-operations and military-pilot experience. CFO Ng Mui Hoon is expected to assume the company role when the registration statement becomes effective; her background includes finance, accounting, audit and M&A. Jeffrey Nels Williams, appointed Chief Test Pilot in August 2024 and designated President, has experimental flight-test and astronaut experience.

Four independent director nominees—Tan Chong Huat, Chay Yee Meng, Tan Thian Pong Lennon and Daniel C. Sloat—have accepted appointments effective upon the registration statement’s effectiveness. Their experience includes corporate law and governance, finance and audit, manufacturing and technology, and aviation/advanced air mobility. Sloat also holds aviation-industry leadership roles, including at Electro.Aero. The filing notes additional outside executive, advisory and business roles among management and nominees, which may be relevant to time-commitment and potential-conflict oversight; it does not identify a specific conflict.

Upon effectiveness of the registration statement, the board is expected to have six directors, four independent. Planned committees are:

• Audit: three independent directors, chaired by Chay Yee Meng, who is designated the audit committee financial expert.
• Compensation: three independent members, chaired by Tan Thian Pong Lennon.
• Nominating and corporate governance: three independent members, chaired by Tan Chong Huat.

Risk oversight is described as a collective board responsibility, with management handling day-to-day risk management and communicating regularly with directors. Committee responsibilities are divided among financial reporting, accounting and legal risks (audit); compensation-program risks and rewards (compensation); and management decisions and strategic direction (nominating and governance).

Before the registration statement becomes effective, the company intends to adopt a code of business conduct and ethics, an insider trading policy and an executive compensation recovery policy. Committee charters are to be filed with the registration statement and made available on the company’s website after the offering. The nominating committee is expected to evaluate board composition and candidates’ qualifications, including relevant expertise and diversity of background and perspective. Stockholder director nominations are subject to advance-notice requirements in the bylaws. These are proposed post-offering arrangements, not evidence that the committees and policies are already in effect.

Technical Capabilities and Other Disclosures

Technical personnel have experience in drone and VTOL design, avionics, propulsion, flight testing and UAV manufacturing. The section also describes urban-mobility and electric- and hydrogen-powered delivery concepts, including a morphing-UAV patent application pending in Singapore. Advisors bring emergency-management and fire-protection experience, as well as regional partnership and funding networks. These capabilities align with the company’s UAV, VTOL and advanced-air-mobility focus, but the section does not quantify development progress, commercialization, funding or revenue.

To the company’s knowledge, no director or executive officer was involved in the specified criminal, bankruptcy, securities-law, regulatory or self-regulatory disciplinary proceedings during the prior ten years. The filing reports no family relationships among officers and directors.

Executive compensation

In FY2025, CEO Neo Kok Beng received S$72,000 in salary and S$8,640 in other compensation, totaling S$80,640, compared with S$72,000 in salary, S$10,800 in other compensation, and S$82,800 total in FY2024. CFO Ng Mui Hoon, COO Tay Boon Chong, and Chief Test Pilot/President (Designate) Jeffrey Williams received no compensation in either year. No other director compensation was reported for FY2025 or FY2024.

Planned compensation after the offering

The company plans to enter into three-year employment agreements with the four executives, effective when its Class A common stock first trades on NYSE American. Annual salaries are $144,000 for the CEO, $120,000 for the CFO, and $144,000 each for the COO and Chief Test Pilot/President (Designate). The CEO’s cash bonus will depend on specified company performance metrics; bonuses for the other three executives will be determined by the board. The agreements also provide standard benefits, indemnification, and directors’ and officers’ insurance, and generally permit company termination on at least 60 days’ notice.

These planned salaries represent substantially expanded prospective compensation commitments relative to the executives’ limited historical compensation. Historical compensation is reported in S$, while agreement amounts are stated as “$”; the currencies should not be assumed to be comparable.

The company also plans to pay each of five named independent directors—Tan Chong Huat, Chay Yee Meng, Tan Thian Pong, Lennon, and Daniel C. Sloat—$10,000 annually under agreements effective upon the first NYSE American trading date, subject to specified termination events.

Equity compensation

The company has no equity incentive plan. It reported no plan-based grants, outstanding equity awards, or option exercises to date.

Principal and Selling Stockholders

Offering, ownership and resale overhang

Shares outstanding are stated as 25,750,002 before the offering—21,939,525 Class A and 3,810,477 Class B—and 29,500,002 after the offering—25,689,525 Class A and 3,810,477 Class B—an increase of 3,750,000 shares. Separately, 1,250,000 existing Class A shares are registered for resale by selling stockholders; the company receives no proceeds from those resales. Registration gives holders an opportunity to sell and could add shares to the public market, but does not mean a sale is assured.

Notable pre-offering holders include Imperium Biotech Pte. Ltd. (3,109,022 Class A shares, or 14.17%), Tan Lay Hwee Doris (2,125,827 shares, or 9.69%), and several individuals holding 1,174,480 shares each (5.35%). Among the selling stockholders, Imperium will sell 96,154 shares and retain 3,012,868; Neo Hock Hwa, the founder’s sibling, will sell 668,094 of 1,174,480 shares and retain 506,386. The filing also identifies family relationships to the founder among principal and selling stockholders.

Dual-class voting control

Class A shares carry one vote each, while Class B shares carry 15 votes each. Class B shares are convertible into Class A at the holder’s option and generally convert automatically upon transfer or a change in beneficial ownership. Founder and chairman Neo Kok Beng owns all 3,810,477 Class B shares and 106,293 Class A shares. His voting power is reported at 72.40% before and 69.12% after the offering; directors and executive officers as a group retain 75.19% before and 71.78% after. Thus, despite the offering, public investors have limited influence over stockholder votes. The group holds 2,317,084 Class A shares, representing 10.55% before and 9.01% after the offering, in addition to all Class B shares.

Convertible-loan investor protection and other related-party disclosures

In December 2025, S$992,000 of convertible loans converted into 376,362 Class A shares. Neo Kok Beng granted the 16 investors a put option under which he must personally repurchase all those shares for their original S$992,000 principal if the shares trade below the IPO price during the six-month post-IPO moratorium. The option lapses if the stock trades at or above the offering price for five consecutive trading days; otherwise, it may be exercised within 10 calendar days after the moratorium. This is a contingent personal obligation of the founder and may affect investor incentives and alignment.

The company also discloses SAFE agreements with Tan Poh Suan, the founder’s spouse, dated August 30, 2024, and Yek Tiew Ming, dated June 12, 2024. It reports no outstanding options or warrants.

Related-party transactions

Director and stockholder Neo Kok Beng provided the company with interest-free working-capital advances repayable on demand. Amounts due to him were S$70,000 at December 31, 2024, S$61,000 at December 31, 2025, and S$11,000 (US$8,500) at June 30, 2026. The related-party balance table also reports US$47,437 at June 30, 2025. At December 31, 2024, the company separately owed stockholder Chandruth Javasiriwardena S$41,028 for accrued reimbursements; no later balance was reported. Total related-party balances were S$111,028 at December 31, 2024, S$61,000 at December 31, 2025, and S$11,000 (US$8,500) at June 30, 2026. The company reported no other related-party transactions or balances for 2024, 2025, or the six months ended June 30, 2026.

Founder’s put option

In December 2025, convertible borrowings of S$992,000 were converted into 376,362 Class A shares. Founder Dr. Neo Kok Beng personally agreed to purchase all the converted shares for investors’ original S$992,000 principal if the option is triggered; this is the founder’s personal commitment, not a stated company repayment obligation.

Investors may exercise the option during the 10 calendar days after the six-month post-IPO moratorium if the share price remains below the IPO price throughout that moratorium. The option expires earlier if the share price equals or exceeds the IPO price for five consecutive trading days. The arrangement protects investors against a fall in the market price while creating contingent personal exposure for the founder.

The disclosure has an inconsistency: it identifies 376,362 shares in the option terms but refers to 376,762 shares in its illustrative mechanics. The example uses a $5.00 midpoint of an estimated $4.00–$6.00 IPO price range and illustrates recovery of the full S$992,000 principal even if the market price falls to $3.00 per share.

Governance

The company states that related-party transaction terms were comparable to arm’s-length terms. Before the IPO, it plans to adopt a policy requiring approval or ratification by the audit committee or another independent committee for transactions exceeding $120,000 involving directors, executives, holders of more than 5% of a class of common stock, or their immediate family members.

Capital stock and voting control

Immediately before the offering closes, the company’s authorized capital stock will consist of 600.0 million shares, all with $0.001 par value: 450.0 million Class A common shares, 50.0 million Class B common shares, and 100.0 million undesignated preferred shares. The board may establish preferred-stock rights and preferences, which could create senior claims or future dilution.

Outstanding common shares grew from 1 Class A share at September 30, 2025 to 21,563,163 Class A and 3,810,477 Class B shares at December 19, 2025. As of the prospectus date, 21,939,525 Class A and 3,810,477 Class B shares were outstanding. Class A has one vote per share; Class B has 15. CEO and Chairman Neo Kok Beng owns all Class B shares, giving him approximately 57.2 million votes, or about 72% of approximately 79.1 million total votes at the prospectus-date share counts. Thus, founder control is concentrated despite Class B representing a minority of outstanding shares.

Class A and Class B have equal per-share economic rights, including dividends, liquidation distributions, and specified merger and tender- or exchange-offer consideration. Class B generally converts one-for-one into Class A at the holder’s option or upon transfer, with exceptions for specified estate-planning transfers; death or disability of a natural-person holder generally also triggers conversion, subject to a limited founder-specific transition arrangement. Converted Class B shares cannot be reissued. As of December 31, 2025, the company reported no outstanding options or restricted stock and no other convertible securities, except stockholder loans convertible into common stock before the offering; the summaries do not state the loan amounts or resulting dilution.

Governance and takeover provisions

The dual-class structure and other provisions may make it difficult to replace directors or management, deter unsolicited bids and proxy contests, and prevent public shareholders from realizing a takeover premium. Directors may be removed only for cause with approval of at least 66⅔% of total voting power, and cumulative voting is prohibited, allowing holders of a majority of voting power to elect all directors standing for election. Stockholders cannot act by written consent; special meetings may be called only by specified executives or the chair, or by board majority resolution; and advance notice is required for director nominations and stockholder proposals.

Delaware General Corporation Law Section 203 generally restricts business combinations with stockholders owning 15% or more for three years, subject to specified exceptions. The charter provisions are described as potentially supporting board negotiations, but they may also entrench management or impede transactions shareholders consider beneficial. Amendments to the described charter provisions require approval by at least two-thirds of total voting power.

Forum provisions and listing

Effective immediately before closing, the charter designates Delaware courts as the exclusive forum for specified derivative, fiduciary-duty, charter/bylaw, and internal-affairs claims. The federal district court in Delaware is the exclusive forum for Securities Act claims unless the company consents to another forum; claims subject to exclusive federal jurisdiction are outside the general Delaware forum provision. Holders of company securities are deemed to have notice of and consented to these provisions.

VStock Transfer LLC will serve as transfer agent and registrar. Class A common stock is not currently exchange-listed; the company has applied to list it on NYSE American under “NEOA.”

Shares Eligible for Future Sale

Following the offering, NEOA expects to have 25,689,525 Class A common shares issued and outstanding, assuming an IPO price of $5.00 per share, the midpoint of the estimated offering range. The 1,250,000 Class A shares sold in the offering will be freely tradable. Previously issued shares not sold in the offering are restricted securities and generally can be resold only through registration or an applicable exemption. NEOA has no prior public market for its Class A shares.

Potential additional selling pressure could come from shares issued upon conversion of convertible notes or exercise of outstanding options and warrants. Actual or anticipated substantial resales could pressure the share price and make future equity fundraising more difficult.

The company, its directors and officers, and holders of at least 5% of outstanding common shares are subject to lock-ups, with exceptions and underwriter consent provisions. The company’s lock-up runs for 180 days after the offering closes; those of directors, officers, and 5% holders run for six months after the prospectus date. Selling stockholders are excepted from the lock-up for the 1,250,000 shares sold in the offering.

Under the resale rules described, eligible non-affiliates generally may resell restricted shares after a 12-month holding period, reduced to six months if NEOA has been an Exchange Act reporting company for at least 90 days before the sale. Affiliates remain subject to Rule 144 restrictions, including limits on volume, manner of sale, and notice. Certain non-affiliate holders of compensatory-plan shares may rely on Rule 701 without Rule 144’s public-information, holding-period, volume, or notice requirements, but must wait 90 days after the prospectus date.

Material U.S. Federal Income Tax Consequences

The discussion concerns non-U.S. investors holding Class A common stock as a capital asset and excludes investors subject to special tax rules and other tax regimes. The company does not expect to pay dividends in the foreseeable future. If it makes a distribution, amounts treated as dividends are generally subject to 30% U.S. withholding on the gross payment, potentially reduced by treaty if the investor provides valid documentation. Distributions exceeding current or accumulated earnings and profits are generally treated as a return of capital up to the investor’s tax basis, with any excess treated as capital gain.

Dividends effectively connected with a U.S. trade or business are generally exempt from withholding but taxed on a net basis at regular U.S. rates. A corporate non-U.S. holder may also owe a 30% branch-profits tax, potentially reduced by treaty.

Non-U.S. holders generally are not subject to U.S. federal income tax on gains from selling the shares, except where the gain is effectively connected with a U.S. trade or business; an individual holder is present in the United States for at least 183 days in the taxable year and other requirements apply; or the shares constitute a U.S. real property interest. The company believes it is not, and does not expect to become, a U.S. real property holding corporation (USRPHC), but cannot assure this because the determination depends on the relative fair values of U.S. and non-U.S. real property and other business assets. If it were a USRPHC, an exception may apply to holders owning 5% or less where the shares are regularly traded on an established market, subject to applicable holding-period rules.

Certain dividends and payments to foreign financial institutions or non-financial foreign entities may also be subject to 30% FATCA withholding. Proposed regulations would eliminate FATCA withholding on gross sale proceeds, subject to final regulations.

Singapore Tax Considerations

Singapore tax treatment depends on the investor and the facts. Dividends from a Singapore tax-resident company are generally exempt in shareholders’ hands under the one-tier system; tax residence depends on where strategic control and management are exercised. Gains on share disposals may be taxed as income depending on the circumstances and “badges of trade,” while capital gains are generally not taxable unless relevant rules apply.

Section 13W provides conditional non-taxation for qualifying disposals. Generally, a company must hold at least 20% of the shares continuously for 24 months. For disposals from January 1, 2026, the threshold may be assessed on a group basis, and qualifying preference shares are included. Effective January 1, 2024, Section 10L can tax certain foreign-asset disposal gains received in Singapore by relevant-group entities, including where economic-substance requirements are not met, subject to exceptions.

Certain taxpayers using FRS 109 or SFRS(I) 9 for financial reporting must, subject to exceptions, calculate Singapore taxable profit, loss, or expense relating to financial instruments in accordance with that standard. This may require recognition of tax consequences without a share sale. Singapore companies are generally taxed at 17% of chargeable income.

For GST, a sale by a GST-registered investor belonging in Singapore to another person belonging in Singapore is generally exempt. Input GST on related expenses, such as brokerage, is generally unrecoverable unless conditions or concessions apply, and may therefore add to the investor’s cost. A sale to, and for the direct benefit of, a person belonging outside Singapore may qualify for 0% GST, subject to conditions, with associated input GST potentially recoverable. Related arranging, brokering, underwriting, or advisory services are generally subject to 9% GST when supplied to a Singapore-based investor; qualifying overseas-benefit arrangements may be zero-rated.

Stamp duty on transfers of certificated shares acquired in Singapore is 0.2% of the consideration or market value, whichever is higher, and is generally borne by the purchaser. An instrument executed outside Singapore may still incur duty if received in Singapore. Electronic documents may be deemed received there if accessed or retrieved in Singapore, stored on a device brought into Singapore, or stored on a computer there. Transfers of NYSE American-traded shares are expected not to attract Singapore stamp duty when executed through the U.S. transfer agent and registrar for registration in the U.S. branch register, provided the transfer instruments are not received in Singapore; the broad electronic-document rules create uncertainty.

The company has not sought IRS rulings, and tax authorities may interpret or change the rules, potentially retroactively. Investors should consult their own tax advisers.

Underwriting and offering terms

The proposed firm-commitment offering consists of 5,000,000 shares of Class A common stock at an assumed midpoint price of $5.00 per share: 3,750,000 primary shares issued by the company and 1,250,000 secondary shares sold by existing stockholders. ARC Group Securities LLC is the underwriters’ representative, and the underwriters must purchase all shares if they purchase any.

At the assumed price, gross proceeds are $18.75 million to the company and $6.25 million to selling stockholders. The 7.5% underwriting discount is $1.40625 million on the company’s shares and $468,750 on selling stockholders’ shares, leaving proceeds before expenses of $17.34375 million for the company and $5.78125 million for selling stockholders. A further 1.0% non-accountable expense allowance totals $250,000—$187,500 attributable to the company’s sale and $62,500 to selling stockholders’ sale. Underwriters may receive compensation beyond the stated discounts. The company also bears extensive offering expenses and specified underwriter costs, including legal and diligence expenses, and advances $50,000 for accountable expenses. If the offering does not close, the company’s responsibility for specified external counsel, background-check, diligence, and non-accountable expenses is capped at $100,000.

The $5.00 assumed offering price was negotiated, is not based on a prior public trading market, and does not indicate the price at which shares may trade. Resale at or above the offering price is not assured. The company intends to list its shares on NYSE American under NEOA and will not close the offering without listing approval.

Trading restrictions and underwriter arrangements

Directors, officers, and holders of at least 5% of the company’s shares are generally restricted from selling or otherwise disposing of shares for six months after the prospectus date. The company is generally restricted from issuing or disposing of shares and filing related registration statements for three months after closing; separate restrictions on share sales or repurchases apply for six months after closing, subject to exceptions and underwriter consent.

ARC receives an exclusive right of first refusal for specified future equity financings during its engagement and for 12 months afterward, subject to FINRA limitations and termination-for-cause provisions. A tail fee may also be payable if a financing closes, or is agreed, within 12 months after termination of the engagement, subject to stated protections for cause termination.

Underwriters may conduct stabilization, short-sale, syndicate-covering, and penalty-bid transactions under Regulation M. These activities may temporarily support or elevate the market price, may be discontinued without notice, and are not accompanied by a prediction of their effect. Underwriters and their affiliates may also trade or hold the company’s securities, creating potential conflicts.

Jurisdiction-specific securities restrictions

• Singapore: Shares acquired under the cited Section 275 offer generally cannot be transferred within six months by qualifying accredited-investor-owned corporations or qualifying trusts. Exceptions include certain transfers to institutional investors or relevant persons, statutory-offer transfers, transfers for no consideration, transfers by operation of law, and other transfers specified under Section 276(7).
• Hong Kong: The prospectus has not been reviewed by a Hong Kong regulator; prospective investors are advised to exercise caution and seek independent advice if uncertain. Offers and sales are restricted to professional investors or other circumstances permitted by Hong Kong law, and public-directed advertising or offering materials are generally restricted subject to legal exceptions.
• People’s Republic of China: The prospectus may not be circulated or distributed in the PRC, and shares may not be offered or sold there, including for direct or indirect resale to PRC residents, except as permitted by applicable law. The stated definition excludes Taiwan, Hong Kong, and Macau.
• Taiwan: The shares are not registered with Taiwan’s Financial Supervisory Commission and may not be offered or sold through a public offering or in a manner requiring registration or regulatory approval.

Enforceability of Civil Liabilities

NEOA is incorporated in Delaware, but most of its executive officers and directors, some named experts, and all or a substantial portion of the company’s and those individuals’ assets are outside the United States, primarily in Singapore. This may make it difficult for investors to serve process on them or collect in the United States on a U.S. judgment.

Singapore-law counsel advises that it is uncertain whether Singapore courts would recognize or enforce U.S. judgments based on U.S. federal or state securities-law civil-liability provisions, or hear original Singapore actions based solely on those provisions. Recognition would depend, among other factors, on whether the Singapore court has jurisdiction over the judgment debtor and the U.S. court had international jurisdiction under Singapore conflict-of-laws rules. The judgment must also be final, conclusive on the merits, and for a fixed monetary sum. Enforcement may be refused if the judgment conflicts with a qualifying prior judgment, violates Singapore public policy or natural justice, was obtained by fraud, or would enforce foreign penal, revenue, or other public law.

It remains unresolved whether Singapore would treat U.S. punitive-damages judgments as unenforceable foreign penal or public-law judgments; accordingly, such judgments may not be enforceable there. The filing states that investors’ U.S. securities-law rights remain fully enforceable, while noting the practical and legal uncertainty of enforcing related judgments in Singapore.

Legal Matters

Loeb & Loeb LLP represents the company on certain U.S. federal securities-law matters and will opine on the validity of the offered Class A common shares. The underwriters’ representative is represented by The Crone Law Group, P.C. on certain U.S. federal securities-law matters. RHTLaw Asia will advise on Singapore-law matters, and Loeb & Loeb LLP may rely on RHTLaw Asia for that advice.

The section reports no financial metrics, material legal disputes, or business developments.

The consolidated financial statements for the years ended December 31, 2024 and 2025 are included in the prospectus in reliance on the report of Audit Alliance LLP, an independent registered public accounting firm, acting as experts in auditing and accounting. The auditor’s office is in Singapore. This section provides no financial results, audit-opinion details, or business developments.

Where to Find Additional Information

After the offering closes, NEOA will become subject to the Exchange Act’s reporting requirements and will file reports, proxy statements, and other materials with the SEC. SEC filings, along with company filings made after the offering, will be available on the SEC’s website and, as soon as reasonably practicable after filing or furnishing, on the company’s website. The company’s website content is not incorporated by reference into the prospectus.

The prospectus forms part of the Form S-1 registration statement. For complete information about the company and the offering—including copies of contracts and other documents referenced in the prospectus—readers are directed to the registration statement and its exhibits.

NEO Aeronautics — FY2025 financial statements and notes

Unless otherwise noted, amounts are in Singapore dollars (S$); FY2025 and FY2024 are years ended December 31.

Business and operating performance

NEO Aeronautics is an investment holding company whose subsidiaries are developing engineering research and experimental-development capabilities for vertical takeoff and landing (VTOL) services, products, and solutions. The company remains pre-revenue: it reported no revenue and no cost of revenue in either FY2025 or FY2024. It has one operating and geographic segment, Singapore, and management evaluates performance on a consolidated basis; segment loss equals consolidated net loss.

Operating expenses were S$1.381 million, compared with S$1.338 million in FY2024, and operating loss widened to S$1.381 million from S$1.338 million. Salaries and benefits rose to S$533,875 from S$420,220; research and development fell to S$243,739 from S$539,525. General and administrative expense was S$542,160, compared with S$328,639; the FY2025 figure includes S$428,947 of legal and professional fees, versus S$172,225 in FY2024, and S$113,213 of other G&A, versus S$156,414. Selling expense was S$36,608 from S$22,516. Operating lease expense was S$24,853 from S$26,723.

Net loss was S$1.335 million, compared with S$1.270 million in FY2024; loss before tax was also S$1.335 million, and income tax expense was zero in both years. Other income declined to S$46,575 from S$68,243. FY2025 included S$32,401 from space-exploration workshops, a S$2,000 corporate tax rebate, and S$12,174 of government grants and incentives; FY2024 included S$16,080 of Enterprise Singapore grant income. Basic and diluted loss per share was S$0.05 in both years, based on weighted-average ordinary shares of 25,374,640 in each year.

Management’s initial commercial focus is a service-based business for the U.S. sports and recreational market, with possible later expansion into the urban air mobility community-air-market sector. Commercialization and the ability to fund continuing development remain central challenges.

Financial position and liquidity

At December 31, 2025, total assets were S$806,496, up from S$197,532 a year earlier; total equity was S$24,563, down from S$32,712. Goodwill and intangible assets other than goodwill were nil. Cash and cash equivalents fell to S$658 from S$34,013. Current assets of S$718,426 were below current liabilities of S$721,983, a S$3,557 working-capital deficit. Total liabilities rose to S$781,933 from S$164,820, primarily due to accruals and other payables of S$632,862, versus S$18,714. Accruals were S$489,373 from S$16,976 and other payables S$143,489 from S$1,738. Accumulated deficit increased to S$5.043 million from S$3.708 million.

Net cash used in operating activities improved to S$689,098 from S$1.400 million in FY2024, substantially reflecting a S$614,148 increase in accruals and other current liabilities, rather than revenue generation. Capital expenditures were nil. Cash was S$34,013 at the start of FY2025 and S$658 at year-end. Financing activities provided S$655,743: the company paid S$620,740 of deferred offering costs and repaid S$50,028 due to stockholders, while receiving S$334,511 from shares to be issued and S$992,000 in borrowings. The borrowings were converted into shares during FY2025; the company also issued S$74,511 of shares for professional services as a noncash transaction.

Amounts due to stockholders declined to S$61,000 from S$111,028. The remaining balance is an interest-free, repayable-on-demand working-capital advance from founder and director Neo Kok Beng; the prior-year balance also included S$41,028 due to another stockholder. In January 2026, the company received S$1.008 million of additional investor funding, converted into 376,362 Class A shares by the prospectus date.

Capital, risks, and other disclosures

At year-end, 21,563,163 Class A and 3,810,477 Class B shares were outstanding; these counts were unchanged from the beginning of the presented period. Class B shares carry 15 votes each versus one vote per Class A share, with otherwise identical rights. Following a December 2025 common-control reorganization, founder Neo Kok Beng held 15.4% beneficial ownership but 72.7% effective voting rights, giving him majority voting control.

The auditor’s opinion was unmodified, but the report highlights substantial doubt about the company’s ability to continue as a going concern. The company has incurred losses since inception and expects significant ongoing development costs. Management plans to seek funding through a proposed public offering, with no assurance it will be completed successfully or in time; the founder and a stockholder committed up to S$1.0 million for operating expenses if needed. The financial statements include no adjustments for a possible inability to continue as a going concern.

At year-end, the office operating-lease liability was S$88,071, versus S$35,078 a year earlier, with corresponding right-of-use assets of S$88,070 and S$23,966. The 36-month office lease had a three-year remaining weighted-average term, compared with one year, and a 4.25% discount rate, versus 5.49%. Future minimum payments totaled S$93,960, less S$5,889 of imputed interest. No capital commitments or contingencies were reported.

Net operating-loss carryforwards increased to S$4.201 million from S$3.141 million. Gross deferred tax assets rose to S$714,135 from S$533,982, but a full valuation allowance left no net deferred tax asset because management considers realization uncertain amid continuing losses. No long-lived-asset impairment was recorded in either year, and the company reported no material customer or supplier concentrations. The financial statements were not subject to an audit of internal control over financial reporting.

Business and operating results

NEO Aeronautics is a pre-revenue VTOL research and development company, focused on developing vertical takeoff and landing services, products, and solutions. It reported no revenue or cost of revenue in the six months ended June 30, 2026 (H1 2026) or H1 2025, and says it has generated no revenue in the past two financial years. The company has one operating and geographic segment, centralized in Singapore. Its stated plan is to initially serve the U.S. sports and recreational market, with longer-term expansion into urban air mobility.

In H1 2026, operating loss narrowed to S$432,267 from S$577,569, and net loss narrowed to S$408,916 from S$528,599. No income tax expense or benefit was recorded in either period. Operating expenses fell to S$432,267 from S$577,569, largely due to R&D expense declining sharply to S$16,141 from S$198,530. Salaries and benefits rose to S$262,532 from S$218,870; G&A was S$135,828 versus S$127,740, including separately disclosed legal and professional fees of S$60,893 versus S$67,277. Operating lease expense was S$16,427 versus S$12,667. Other income was S$23,351 versus S$48,970, including S$10,000 of workshop income in H1 2026. Comprehensive loss was S$398,742, including S$10,174 of foreign-currency translation income, compared with S$528,599 in H1 2025. Basic and diluted loss per share was S$0.02 in both periods; weighted-average shares were 25,687,275 versus 25,373,640.

Cash flow, balance sheet, and funding

H1 2026 operating cash outflow was S$470,135, compared with S$476,881 in H1 2025. The cash flow statement reports no capital-expenditure line. Cash increased from S$658 at the start of H1 2026 to S$190,508 at June 30, 2026; in H1 2025, cash declined from S$34,013 to S$15,784. H1 2026 financing cash inflow was S$659,985, including S$276,662 of deferred offering costs and a S$50,000 repayment to stockholders. The cash flow statement labels S$986,647 as borrowing proceeds, while a supplemental schedule describes the same amount as shares issued on conversion of borrowings—an apparent presentation/classification inconsistency.

At June 30, 2026, total assets were S$1,225,134, total equity S$612,468, and total liabilities S$612,666, compared with S$806,496, S$24,563, and S$781,933, respectively, at December 31, 2025. Cash was S$190,508 versus S$658. Current assets included S$946,334 of deferred offering costs versus S$669,672. Total current liabilities were S$564,620 versus S$721,983; accruals and other payables were S$524,897 versus S$632,862. Related-party advances due to the founder/stockholder were S$11,000 versus S$61,000. Goodwill and intangible assets other than goodwill were nil/not presented; plant and equipment was nil. Operating-lease right-of-use assets were S$73,392. On these figures, tangible common equity was S$612,468.

Operating-lease liabilities totaled S$76,769 (S$28,723 current and S$48,046 non-current), versus S$88,071 at year-end 2025. Remaining lease term was 2.5 years; future minimum payments were S$78,300 before S$1,531 of imputed interest. No capital commitments or contingencies were reported.

Equity, tax, and risks

During H1 2026, 376,362 Class A shares were issued in connection with conversion of borrowings, with S$477 recorded as share capital and S$986,170 as additional paid-in capital. Total Class A and Class B shares outstanding rose from 25,373,640 at the start of H1 to 25,750,002 at June 30. Class B shares carry 15 votes each versus one vote per Class A share; the founder held 15.4% of economic ownership but 72.7% of voting rights. SAFE instruments are non-interest-bearing, have no maturity date, convert upon an equity financing event, and rank behind debt and creditor claims in liquidation.

Singapore NOL carryforwards were S$4,611,266 (US$3,563,299) at June 30, 2026, up from S$4,200,794 at year-end; they may be carried forward indefinitely subject to conditions. Deferred tax assets were fully offset by a valuation allowance, leaving no net deferred tax asset. The disclosures differ on the June allowance: one reports gross deferred tax assets and a full allowance of S$783,915, while another reports an allowance of S$714,135.

Management says recurring development costs, the H1 net loss, and operating cash outflow raise substantial doubt about the company’s ability to continue as a going concern for one year after issuance. It plans to fund operations through a proposed public offering, with no assurance it will close successfully or in time; the founder and a stockholder committed up to S$1 million for operating expenses if needed. The prospectus cover describes an offering of 3,750,000 company shares and 1,250,000 selling-stockholder shares, with pricing and date blank in the excerpt. The statements include no adjustments that might be required if the company cannot continue as a going concern.