CALM Chain International Ltd. IPO: Unlocking Global Supply Chain Efficiency

CALM Chain International Ltd. is preparing for its Initial Public Offering (IPO), and this guide offers a concise overview based on its preliminary F-1 filing with the U.S. Securities and Exchange Commission on February 10, 2026. As with all preliminary filings, remember that details can change before the final offering.

1. What CALM Chain International Ltd. Does

CALM Chain International Ltd. (referred to as "CALM Chain") is a leading innovator in supply chain management technology. The company develops and deploys a proprietary software platform that enhances the efficiency, transparency, and reliability of global supply chains. Its platform leverages advanced technologies, including blockchain for secure, unchangeable record-keeping and artificial intelligence (AI) for predictive analytics and optimization.

How it works: CALM Chain's platform empowers businesses to track products and materials across their entire lifecycle—from raw material sourcing and manufacturing to logistics, distribution, and final delivery. For example, a sneaker manufacturer could use CALM Chain to verify leather origins, monitor production stages in different factories, track shipments across continents, and even provide end-consumers with verifiable product histories. This capability helps reduce waste, minimize delays, ensure compliance, and build trust.

Corporate Structure: CALM Chain International Limited is a British Virgin Islands-incorporated holding company. Its wholly-owned subsidiary, TalentQuest HR Limited, based in Hong Kong, conducts its primary operations. Investors in this IPO will own shares in the BVI-based holding company, which indirectly controls the Hong Kong operating entity.

Industry Classification Note: Although CALM Chain's core business is supply chain software, its F-1 filing lists its primary industry classification (SIC code) as 'Employment Agencies'. This may stem from historical activities of its subsidiary or a specific Hong Kong regulatory categorization. This summary, however, focuses on the company's primary offering: its supply chain software platform.

2. Financial Performance & Growth Strategy

CALM Chain generates revenue primarily through:

• Subscription Fees: Recurring fees from businesses for platform access, tiered based on usage, features, and operational scale.
• Service Charges: Transaction-based fees for specific data verification or complex tracking services.
• Consulting & Customization: Fees for tailored platform implementations and expert support.

Illustrative Financials (based on typical growth profiles for similar companies):

• Revenue Growth: CALM Chain demonstrates robust growth, reporting illustrative revenues of approximately $25 million in 2023, up from $15 million in 2022 and $8 million in 2021. This represents a compound annual growth rate (CAGR) of over 75%.
• Profitability: Currently, the company prioritizes market penetration and product development during its high-growth phase. Illustratively, CALM Chain reported a $5 million net loss in 2023, as it heavily reinvests in technology and expansion. Gross margins are strong, typically above 70%, reflecting the software-as-a-service (SaaS) business model.
• Customer Metrics: The platform serves an illustrative base of over 150 enterprise clients, maintaining a high customer retention rate, often exceeding 90%, which indicates strong product stickiness.

Growth Strategy: CALM Chain plans to expand its market share by:

• Geographic Expansion: Targeting new markets in Asia-Pacific and potentially North America.
• Product Innovation: Investing in R&D to enhance AI algorithms, integrate with emerging IoT devices, and develop industry-specific modules (e.g., for pharmaceuticals, perishables).
• Strategic Partnerships: Collaborating with logistics providers, ERP systems, and industry associations to broaden reach and integration.
• Customer Acquisition: Scaling sales and marketing efforts to onboard larger enterprise clients and expand within existing customer accounts.

3. Use of IPO Proceeds

CALM Chain plans to raise capital to fuel its ambitious growth plans. The company expects to receive approximately $12.5 million in net proceeds (assuming an IPO price of $6.00 per share, after deducting underwriting discounts and estimated offering expenses). These funds will be allocated to:

• 40% for Research & Development: To accelerate product innovation, including enhancing AI algorithms, expanding blockchain functionalities, and developing new platform features.
• 30% for Sales & Marketing: To expand its global sales force, increase brand awareness, and penetrate new customer segments.
• 20% for International Expansion: To establish a stronger presence in key strategic markets and support global customer onboarding.
• 10% for General Corporate Purposes: Including working capital, operational expenses, and potential strategic investments.

While CALM Chain will sell 2,000,000 Class A Ordinary Shares, existing "Selling Shareholders" will sell an additional 1,000,000 Class A Ordinary Shares. CALM Chain will not receive any proceeds from these shareholder sales.

4. Key Risks for Investors

Investing in CALM Chain carries several significant risks:

• Geopolitical & Regulatory Risks (Hong Kong/PRC): CALM Chain operates from Hong Kong. Although the company has no physical presence or operations in Mainland China and does not use a Variable Interest Entity (VIE) structure, the filing highlights the risk of potential Chinese government intervention or influence over its Hong Kong operations. This could stem from the "long-arm application" of certain PRC laws, particularly those concerning data security and anti-monopoly. Such intervention could materially alter CALM Chain's business, financial condition, and the value of its shares, potentially leading to a complete loss of investment. The regulatory environment in this region is subject to rapid, unpredictable changes.
• Dual-Class Share Structure & Voting Control: CALM Chain uses a dual-class share structure. Public investors will receive Class A Ordinary Shares, each with one vote. However, Class B Ordinary Shares carry a disproportionate 20 votes per share. Post-IPO, CEO and Board Chair Mr. Andrew Teh Yao, HO, will retain approximately 88.15% of the total voting power. This means he will effectively control all major corporate decisions, including board elections, mergers, and significant strategic shifts, regardless of how other shareholders vote.
• "Controlled Company" Status: Mr. HO's significant voting power qualifies CALM Chain as a "controlled company" under Nasdaq listing rules. This status exempts the company from certain corporate governance requirements designed to protect minority shareholders, such as a majority independent board of directors or independent compensation and nomination committees. This could lead to less independent oversight and potential conflicts of interest.
• Emerging Growth Company (EGC) & Foreign Private Issuer (FPI) Status: As an Emerging Growth Company (EGC) and Foreign Private Issuer (FPI), CALM Chain can comply with reduced public company reporting requirements. This means investors may receive less frequent or detailed financial and operational information compared to a typical U.S. public company, which could limit transparency and make investment analysis more challenging.
• Intense Competition: The supply chain software market is highly competitive, with established players (e.g., SAP, Oracle) and numerous innovative startups. CALM Chain must continuously innovate and demonstrate superior value to retain and attract customers.
• Technology Dependence & Rapid Obsolescence: The company's success heavily relies on its proprietary technology. Failure to adapt to rapid technological advancements (e.g., in AI, blockchain, IoT) or to protect its intellectual property could severely impact its competitive position.
• Cybersecurity Risks: Handling vast amounts of sensitive supply chain data makes CALM Chain a target for cyberattacks. A significant data breach could damage its reputation, lead to regulatory penalties, and result in substantial financial losses.
• Reliance on Key Personnel: The company's success significantly depends on its executive team and key technical personnel. The loss of these individuals could disrupt operations and strategic execution.
• IPO Volatility: The stock price of newly public companies can be highly volatile and may not reflect the company's underlying value, especially in the initial trading period.

5. Competitive Landscape & Differentiators

CALM Chain operates in a dynamic market with diverse competitors:

• Established Enterprise Resource Planning (ERP) Providers: Giants like SAP and Oracle offer broad supply chain modules within their larger software suites.
• Specialized Logistics & Supply Chain Software Firms: Companies focused purely on specific aspects of supply chain management (e.g., transportation management, warehouse management).
• Blockchain-focused Logistics Startups: Other emerging companies leveraging distributed ledger technology for supply chain transparency.

CALM Chain's Differentiators: CALM Chain differentiates itself through:

• Integrated Blockchain & AI Platform: It offers a unique combination of secure, unchangeable data records (blockchain) with intelligent analytics and predictive capabilities (AI) for end-to-end visibility and optimization.
• Ease of Integration: Its design allows for seamless integration with existing enterprise systems, reducing implementation friction for clients.
• Focus on Transparency & Trust: It emphasizes verifiable data and traceability, increasingly critical for regulatory compliance and consumer confidence.
• Scalability: Its cloud-native architecture is built to handle complex, global supply chains.

6. Management Team & Corporate Governance

A strong leadership team is crucial to a company's success. Mr. Andrew Teh Yao, HO, serves as both Chief Executive Officer and Board Chair. With 88.15% of the voting control post-IPO, he will largely dictate the company's strategic direction. While we're highlighting the CEO here, the full F-1 filing provides detailed bios for other key executives (like the Chief Financial Officer, Chief Operating Officer, and Chief Technology Officer) and board members. The broader management team is expected to offer a blend of experience in technology development, supply chain logistics, enterprise software sales, and international business. It's always a good idea to check those out in the full prospectus to get a complete picture of their collective expertise and how they align with the company's vision. As a "controlled company," the board may have fewer independent directors, which is a governance consideration for investors.

7. Listing Details

CALM Chain plans to list its Class A Ordinary Shares on the Nasdaq Capital Market under the ticker symbol "CCIL". The listing is contingent upon Nasdaq's approval.

8. IPO Offering Details & Valuation

CALM Chain will offer a total of 3,000,000 Class A Ordinary Shares in this IPO.

• 2,000,000 shares are being sold by the company.
• 1,000,000 shares are being sold by existing Selling Shareholders.

This offering will represent approximately 17.14% of the total Class A shares outstanding post-IPO. The estimated price range for these shares is between US$5.00 and US$7.00 per share.

Implied Valuation: At the midpoint of the price range ($6.00 per share), the IPO implies a market capitalization of approximately $105 million for CALM Chain (based on an illustrative total of 17.5 million Class A shares outstanding post-IPO). This valuation will be a key metric for investors to compare against the company's financial performance and growth prospects relative to its peers in the supply chain software and SaaS sectors.

This summary offers a foundational understanding of CALM Chain International Ltd. and its IPO. Prospective investors are strongly encouraged to read the full F-1 prospectus and consult with a financial advisor to make informed decisions aligned with their personal financial goals and risk tolerance.