SPPL · SIMPPLE Ltd. Ordinary Shares

SIMPPLE Ltd., a Cayman Islands exempted company, executed an underwriting agreement on March 31, 2026, with Network 1 Financial Securities, Inc. acting as representative for the underwriters. The agreement commits the company to sell 4,000,000 ordinary shares at a fixed purchase price of $1.15625 per share, implying gross proceeds of approximately $4.625 million before expenses. Payment and delivery occur on April 1, 2026, via DTC facilities. This shelf takedown leverages the company's existing Form F-3 registration statement (File No. 333-291085), effective since November 16, 2025, enabling efficient access to U.S. capital markets. As compensation, underwriters receive warrants to purchase 300,000 ordinary shares—precisely 7.5% of the offering size—at a 25% premium to the offering price ($1.5625 per share). These warrants include cashless exercise provisions, demand and piggyback registration rights, and anti-dilution adjustments, but carry a mandatory 180-day lock-up compliant with FINRA Rule 5110, expiring five years post-closing. Cayman legal counsel (Harney Westwood & Riegels) confirmed the validity of share issuance and corporate authority. For investors, this dilutive equity raise provides immediate liquidity but signals potential capital needs, with warrant overhang creating longer-term dilution risk upon exercise.