OceanScape International Limited to Dispose Loss-Making Subsidiaries in Major Strategic Shift

Key Points of the Announcement

• OceanScape International Limited (formerly V2Y Corporation Ltd.) has announced the proposed disposal of its core insurtech subsidiaries, 1Care Global Pte. Ltd. and V2Y Insurtech Pte. Ltd., for a nominal S\$1.
• The buyer, Mr Jeffrey Chua Wen Hai, is a Singaporean businessman with no relation to the company or its management.
• The disposal is part of a strategic review to exit non-performing businesses and refocus on renewable energy and commodities trading.
• The subsidiaries have accumulated operational losses of S\$883,000 over the past three years and have a combined negative net book value of S\$1,594,000 as of the first half of 2025.
• OceanScape will pay an Outstanding Sum of approximately S\$39,000 (unpaid salary and professional fees) and settle an Outstanding Loan of S\$95,000 (bank loan guaranteed by the company) on behalf of the subsidiaries.
• The company will waive an inter-company loan of S\$1,082,590 to the subsidiaries. The write-off has already been provisioned in the 1H2025 financials.
• Shareholder approval at an Extraordinary General Meeting (EGM) is required for the disposal.

Details of the Proposed Disposal

The sale and purchase agreement (SPA) was executed on 4 December 2025. Upon completion, OceanScape will fully divest its interest in the insurtech sector, ceasing all related business activities. The S\$1 consideration reflects the negative net asset value and ongoing losses of the subsidiaries, making an independent valuation unfeasible and uneconomical.

OceanScape will pay the Outstanding Sum and Outstanding Loan, both not accounted for in the latest financial statements, further highlighting the impaired financial position of these subsidiaries.

The company is waiving a significant inter-company loan to the subsidiaries, ensuring that after completion, these entities will have no further financial ties or liabilities to the OceanScape Group.

Financial Impact: A Turning Point for OceanScape

• Net Tangible Assets (NTA) Impact: The Group’s consolidated NTA will improve from negative S\$712,000 to positive S\$748,000 after the disposal, due to the removal of subsidiaries’ substantial negative net book value and the offsetting of the S\$134,000 (Outstanding Sum + Outstanding Loan).
• Earnings Per Share (EPS): Pro forma net loss attributable to shareholders increases slightly from S\$1,640,000 to S\$1,696,000 (loss per share from 0.43 to 0.44 cents), mainly due to write-off of receivables and the subsidiaries’ losses.
• Gearing: Total borrowings decrease from S\$1,835,000 to S\$1,740,000 post-disposal, while equity improves from negative S\$459,000 to positive S\$1,001,000. The gearing ratio remains not meaningful due to prior negative equity.

Classification and Shareholder Action Required

• The disposal represents a major transaction under Singapore Exchange (SGX) Catalist rules, with the absolute net asset value disposed representing 103.83% of the Group’s net asset value.
• As the insurtech business is a principal activity of OceanScape, this transaction is not in the ordinary course of business and requires shareholder approval at the upcoming EGM.
• No new directors will be appointed, and no related party interests have been disclosed in connection with this disposal.

Why This Matters to Shareholders and Investors

• Strategic Refocus: OceanScape is making a decisive exit from a loss-making core business to concentrate on renewable energy and commodity trading, sectors with potential for growth and improved profitability.
• Balance Sheet Improvement: The removal of subsidiaries’ negative equity substantially strengthens the Group’s net asset position, which could improve market perception and future financing options.
• Potential for Share Price Movement: The divestment and strategic pivot, coupled with an improved balance sheet, are significant and price-sensitive developments that could impact investor sentiment and the company’s share price once trading resumes.

Next Steps and Investor Guidance

The sale is pending shareholder approval at an EGM, with further details and the SPA available for inspection at the company’s registered office. A circular will be released with additional information and the EGM notice.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or an offer to sell or a solicitation of an offer to buy any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The information herein is based solely on company disclosures as of the date of announcement and may be subject to change.

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