MetaOptics Ltd Responds to Shareholder Questions Ahead of Proposed Nasdaq Dual Listing

Key Developments and Shareholder Implications

MetaOptics Ltd has released a comprehensive response to substantial and relevant questions raised by the Securities Investors Association (Singapore) and shareholders regarding its proposed dual primary listing on the Nasdaq, as detailed in its shareholder circular dated 19 March 2026.

1. Proposed Nasdaq Listing: Strategic Rationale and Price Sensitivities

• MetaOptics seeks to list on Nasdaq via American Depositary Shares (ADS), aiming to raise at least US\$15 million, broaden its investor base, and position itself closer to key U.S. customers.
• Potential for Discounted Share Issuance: Shareholder approval is being sought to allow ADS issuance at a discount exceeding 10% to prevailing SGX share prices. This flexibility is intended to facilitate a successful bookbuilding process and timely market access. The final offering price will be set according to market demand, company performance, and investor appetite.
• Volatility Risks: The company acknowledges recent share price volatility, with a drop from \$1.30 in January 2026 to around \$0.50, well below the VWAP of \$0.83 as of 9 March 2026. The Board reserves the right to delay or cancel the Nasdaq offering if market conditions are deemed unfavorable.
• Liquidity & Investor Base: The Board expects enhanced liquidity post-listing, targeting a diversified group of institutional, family office, and high-net-worth investors in North America and beyond.

2. Dual Listing Compliance and Governance

• Regulatory Readiness: The company has engaged legal and professional advisers to ensure compliance with both Singapore and U.S. listing requirements. Management is positioned to meet the ongoing disclosure, corporate governance, and financial reporting obligations of a dual-listed entity.
• Increased Compliance Costs: Annual compliance costs are expected to rise by approximately S\$0.2 million due to Nasdaq fees and related requirements. Management capacity may be further expanded to handle new demands.
• Focus on Core Business: To avoid operational distraction, MetaOptics is strengthening its leadership team, including the appointment of a new CEO, and may expand its operational staff. External advisers will handle much of the regulatory work.

3. Leadership Transition and Succession Planning

• New CEO Appointment: Mr. Aloysius Chua became CEO and Executive Director in March 2026 after serving as Deputy CEO since 2021. Investors have expressed concerns over his relative youth and experience, but the Board emphasizes his pivotal role in equipment development, supply chain management, and U.S. expansion. The Board clarifies his appointment is based on merit, not family ties.
• Continuity Assured: Executive Chairman Thng Chong Kim remains actively involved, focusing on strategic planning, R&D, and partnerships, ensuring stability during this leadership transition.

4. Employee Incentive Schemes and Governance

• New Share Option and Performance Share Plans: MetaOptics proposes an Employee Share Option Scheme (ESOS) with a 15% limit, aligned with Singapore market practice, and a Performance Share Plan (PSP) based on pay-for-performance principles. The Remuneration Committee will administer both schemes.
• Allocation and Performance Metrics: Option grants will consider role, tenure, contribution, and performance. PSP awards are expected to align with market standards and drive shareholder value, though specific metrics will be set post-approval.
• Conflict of Interest Safeguards: Directors and eligible participants must abstain from voting on relevant resolutions. Independent directors’ participation will be minimal and primarily compensated via fees to preserve governance credibility.

5. Financial Performance and Outlook

• Widened Net Loss in FY2025: The company reported a net loss of S\$5.4 million for FY2025, mainly due to one-off professional fees (S\$2.4 million) related to SGX and proposed Nasdaq listings, non-cash expenses (S\$1 million), and increased R&D spending (S\$1.8 million) to support new product launches.
• Path to Profitability: Management considers these expenses non-recurring and reaffirms its commitment to achieving positive net income in the near future, contingent on successful customer engagements and market traction.

6. Commercial Progress and Customer Engagements

• CES 2026 Impact: The company showcased new metalens-powered consumer electronics prototypes at CES 2026, leading to positive customer feedback, technical engagements, and ongoing discussions with key potential customers. However, no specific deal sizes or purchase agreements have been disclosed yet; the company notes that CES is only one of several ongoing business development channels.

Shareholder Considerations and Potential Price Sensitivities

• The ability to issue shares at a significant discount represents a key price-sensitive factor, as it may result in dilution for existing shareholders depending on final offer terms.
• Any delay or cancellation of the Nasdaq dual listing due to adverse market conditions could materially affect share value.
• Leadership transition and the company’s path to profitability remain in focus, especially given the recent net losses and investor skepticism towards the new CEO.
• Implementation of new share-based incentive schemes may impact earnings per share and shareholder returns.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are advised to review the company’s official announcements and consult professional advisers before making investment decisions. The information reflects disclosures and management commentary as of 6 April 2026 and may be subject to change.

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