Simpple Ltd. 2023 20-F Filing

TL;DR

Simpple Ltd. 2023 20-F filed: $16.2M assets, $14.5M liabilities. Net equity $1.77M.

AI Summary

Simpple Ltd. filed its 20-F for the fiscal year ending December 31, 2023. The company, based in Singapore, operates in facilities support management services. Key financial figures for 2023 include total assets of $16.23 million and total liabilities of $14.46 million, resulting in a net equity of $1.77 million.

Why It Matters

This filing provides investors with a comprehensive overview of Simpple Ltd.'s financial performance and business operations for the fiscal year 2023, crucial for understanding the company's financial health and future prospects.

Risk Assessment

Risk Level: medium — The company's financial position shows a significant portion of assets covered by liabilities, indicating a moderate level of financial risk.

Key Numbers

• $16.23M — Total Assets (As of December 31, 2023)
• $14.46M — Total Liabilities (As of December 31, 2023)
• $1.77M — Net Equity (Calculated as Total Assets - Total Liabilities for December 31, 2023)

Key Players & Entities

• SIMPPLE LTD. (company) — Filer of the 20-F
• 0001948697 (company) — Central Index Key for SIMPPLE LTD.
• SINGAPORE (location) — Company's business and mailing address

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary shares, par value $0.0001 per share SPPL The Nasdaq Capital M

Filing Documents

• sppl_20f.htm (20-F) — 1926KB
• sppl_ex23.htm (EX-2.3) — 36KB
• sppl_ex418.htm (EX-4.18) — 72KB
• sppl_ex421.htm (EX-4.21) — 71KB
• sppl_ex121.htm (EX-12.1) — 10KB
• sppl_ex122.htm (EX-12.2) — 10KB
• sppl_ex131.htm (EX-13.1) — 5KB
• sppl_ex971.htm (EX-97.1) — 18KB
• sppl_20fimg3.jpg (GRAPHIC) — 25KB
• 0001929980-24-000206.txt ( ) — 7180KB
• sppl-20231231.xsd (EX-101.SCH) — 55KB
• sppl-20231231_lab.xml (EX-101.LAB) — 266KB
• sppl-20231231_cal.xml (EX-101.CAL) — 54KB
• sppl-20231231_pre.xml (EX-101.PRE) — 234KB
• sppl-20231231_def.xml (EX-101.DEF) — 101KB
• sppl_20f_htm.xml (XML) — 1281KB

Item 18

Item 17 Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS iii DEFINITIONS iv PART I 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1 B. Capitalization and Indebtedness. 1 C. Reason for the Offer and Use of Proceeds. 1 D. Risk Factors. 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 20 A. History and Development of the Company. 20 B. Business overview. 21 C. Organizational structure. 36 D. Property, plant and equipment. 38

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 38

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 38 A. Results of operations. 39 B. Liquidity and capital resources. 44 C. Research and development, patents and licenses, etc. 44 D. Trend information. 44 E. Critical accounting estimates 44

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 47 A. Directors and senior management. 47 B. Compensation. 49 C. Board Practices. 49 D. Employees. 52 E. Share Ownership. 52 F. Disclosure of a registrant's action to recover erroneously awarded compensation. 53

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 54 A. Major Shareholders. 54 B. Related Party Transactions. 54 C. Interests of Experts and Counsel 55

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 55 A. Consolidated Statements and Other Financial Information. 55 B. Significant Changes. 55

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 55 A. Offer and Listing Details. 55 B. Plan of Distribution. 55 C. Markets. 55 D. Selling Shareholders. 55 E. Dilution. 56 F. Expenses of the Issue. 56 i

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 56 A. Share Capital. 56 B. Memorandum and Articles of Association. 56 C. Material Contracts. 61 D. Exchange controls. 61 E. Taxation. 61 F. Dividends and paying agents. 70 G. Statement by experts. 70 H. Documents on display. 71 I. Subsidiary Information 71

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 71

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 72 PART II 73

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 73

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 73

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 74

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 75

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 75

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 75

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 76

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 76

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 76

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 76

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 76

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS 76 PART III 77

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 77

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 77

EXHIBITS

ITEM 19. EXHIBITS 78 REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS F-2 CONSOLIDATED BALANCE SHEETS F-4 CONSOLIDATED STATEMENTS OF OPERATIONS F-5 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY F-6 CONSOLIDATED STATEMENTS OF CASH FLOWS F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8-F-26 ii Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "goal," "objective," "anticipate," "believe," "estimate," "predict," "potential," "continue" and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Annual Report are based upon information available to us as of the date of this Annual Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

Forward-looking statements include statements about

Forward-looking statements include statements about: timing of the development of future business; capabilities of our business operations; expected future economic performance; competition in our market; continued market acceptance of our services and products; protection of our intellectual property rights; changes in the laws that affect our operations; inflation and fluctuations in foreign currency exchange rates; our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business; continued development of a public trading market for our securities; the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations; managing our growth effectively; projections of revenue, earnings, capital structure and other financial items; fluctuations in operating results; dependence on our senior management and key employees; and the impact of widespread health developments, including the COVID-19 pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities, and the availability of effective vaccines or treatments) and the impact of economies reopening further to the COVID-19 pandemic. iii Table of Contents These statements are subjective. Therefore, they involve known and unknown risks. They are based largely on our current expectations and projections about future events and financial trends, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, for reasons connected with measuring future developments

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION B. Capitalization and Indebtedness. Not applicable. C. Reason for the Offer and Use of Proceeds. Not applicable. D. Risk Factors. You should carefully consider all the information in this Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our ordinary shares. One or more of a combination of these risks could materially impact our business, results of operations and financial condition. In any such case, the market price of our ordinary shares could decline, and you may lose all or part of your investments. 1 Table of Contents RISKS RELATING TO OUR BUSINESS We may incur losses in the future. We anticipate that our operating expenses, together with the increased general administrative expenses of being a public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our service offerings. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future. There is no assurance that our future expansion and other growth plans will be successful. As part of our future plans, we intend to expand our SIMPPLE Ecosystem through the further development of SIMPPLE.AI. We may expand our range of services organically, or inorganically through licensing, joint ventures, acquisitions and/or strategic alliances. As such, we may be subject to risks related to the expansion of our Group such as, among others: the availability of sufficient funds; difficulties arising from operating a significantly larger and more complex organizatio

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