Focus Media Network Limited, the Cayman Islands holding company for a Singapore network of more than 800 digital screens in office lobbies, business parks and retail sites, filed a registration statement on Form F-1 with the US Securities and Exchange Commission on October 28, 2026. The company plans to sell 5,000,000 Class A ordinary shares at between $4.00 and $6.00 each on the Nasdaq Capital Market under the ticker "FMSN", with Kingswood Capital Partners, LLC as underwriter on a firm commitment basis. At the $5.00 midpoint, the sale would raise $25 million before fees, and the company estimates net proceeds of about $22 million.

The prospectus describes a business that turned around in a single year. Revenue for the fiscal year ended March 31, 2026 reached S$4,634,587 (about US$3.6 million), up roughly 104.4% from S$2,267,156 a year earlier. The company swung from a net loss of S$215,293 to net income of S$2,930,370. According to the filing, the growth "was primarily driven by the successful transition to pDOOH business" - programmatic digital out-of-home, in which screen time is sold through automated platforms rather than only by direct booking.

In Short

A small company that runs advertising screens in Singapore office buildings wants to sell part of itself to the public on a US stock exchange. Its sales doubled last year after it shifted toward selling screen time through automated ad-buying systems, but its chief executive will still control more than half of the votes after the sale. The filing gives marketers a rare, detailed look at the contracts, prices and risks behind one regional out-of-home screen network.

The offer

The preliminary prospectus, marked "subject to completion" and dated October 28, 2026, sets out a straightforward structure. Focus Media Network is selling all 5,000,000 shares itself; no existing shareholder is selling. The underwriter holds a 45-day option to buy up to 750,000 more shares, 15% of the base deal, to cover over-allotments. The fee table registers 5,750,000 shares at a maximum of $6.00 each, an aggregate of $34,500,000, on which the registration fee comes to $3,001.50.

Before the offering, 15,000,000 Class A shares are outstanding. Afterwards there would be 20,000,000. At the price range, that values the whole company at between $80 million and $120 million, or $100 million at the midpoint - a PPC Land calculation from the share counts in the filing. Measured against fiscal 2026 revenue of about US$3.6 million, the midpoint valuation equals roughly 28 times sales and about 44 times net income, again by PPC Land's arithmetic using the filing's own exchange rate of US$1.00 to S$1.2893, the Federal Reserve's noon buying rate on March 31, 2026.

Kingswood takes an underwriting discount of 6.5% of the offering price and a non-accountable expense allowance of 1.0% of gross proceeds. Its accountable expenses, including travel, road shows and legal fees, are capped at $175,000. Other offering expenses, excluding those discounts and commissions, are estimated at about $1,331,037.

The company plans to spend the net proceeds as follows:

  • 36% on expanding its screen network in Singapore
  • 28% on software purchases
  • 16% on joint ventures, mergers and acquisitions
  • 10% on a strategic reserve for regional development
  • 10% on working capital

Applied to the $22 million estimate, that is about $7.9 million for new screens and $6.2 million for software, according to PPC Land's arithmetic. The scale is notable when set against the company's recent spending: cash used in investing activities in fiscal 2026 was S$27,150.

A network built in elevator lobbies

The operating business is two decades older than the holding company. "Founded in February 2005, we pioneered the concept of creating a sizeable network of digital screens at the elevator lobbies" of Singapore office and commercial buildings, the prospectus states. The company now says it runs "one of the largest DOOH platforms for digital screens deployed at commercial buildings in Singapore," and that "there is only one other significant media owner operating a comparable DOOH network." The rival is not named.

Its inventory sits in premium office buildings in the Central Business District, coworking spaces, business parks and high-footfall retail locations, more than 500 sites in all. Beyond the core screen network, the company sells large-format LED screens, wall murals and pillar wraps, linkway stickers, boom gate advertisements, lift stickers, screen wraps, hot desk stickers and roadshow activations.

Two Singapore companies carry the business: Focus Media Singapore Pte. Ltd. (FMSG) and Digon Media Singapore Pte. Ltd. (DMSG). Both are wholly owned by Excellent Investment Services Limited and, through it, by the Cayman parent; the prospectus says dividends from Singapore reach the parent through a British Virgin Islands subsidiary. The Cayman company itself is new. Its certificate of incorporation is dated January 27, 2026, when the corporate services provider Quality Corporate Services Ltd. subscribed for a single share. The amended and restated memorandum and articles that will govern the listed company were adopted by special resolution on March 31, 2026, the last day of the fiscal year.

The company's principal office is at 10 Anson Road, International Plaza, in Singapore. Its SEC filer profile classifies it under the standard industrial code for advertising agencies.

How the programmatic shift works

The pivot that the filing credits for the revenue jump runs through third-party platforms. The prospectus says the network connects to global supply-side platforms and major demand-side platforms, naming two partners: "such as Perion and Vistar, with whom we partner on their SSPs." In practice, that lets buyers working through automated trading systems reach Focus Media's screens without booking directly with its sales team.

That dependency is listed as a risk. The prospectus warns that disruption at those platforms "could temporarily restrict advertisers' ability to access our inventory through programmatic channels."

The physical product imposes a hard ceiling. According to the filing, the network runs on "a fixed, repeating pre-agreed advertising loop-cycle of 10 minutes," with advertiser videos running "from 10 seconds to 120 seconds." The company states that "we cannot sell additional time-slots for any given week without extending the total length of the loop-cycle" - and a longer loop means each advertisement plays less often. Inventory, in other words, is finite per screen per hour, a constraint that web publishers rarely face.

Revenue doubled; costs did not

The summary financial table shows how the economics changed alongside that shift. Cost of revenue fell 5.5%, from S$1,557,064 to S$1,471,917, while revenue more than doubled. Gross profit rose from S$710,092 to S$3,162,670. By PPC Land's calculation, gross margin went from 31.3% to 68.2% in a single year.

General and administrative expenses barely moved, rising 3.7% to S$1,164,558. The result was an operating swing from a loss of S$412,702 to income of S$1,998,112, an operating margin of 43.1%.

SGD FY ended March 31, 2025 FY ended March 31, 2026
Revenue 2,267,156 4,634,587
Cost of revenue (1,557,064) (1,471,917)
Gross profit 710,092 3,162,670
General and administrative (1,122,794) (1,164,558)
Income (loss) from operations (412,702) 1,998,112
Other income, net 198,826 203,210
Income (loss) before income taxes (215,293) 2,191,760
Line labeled income tax expense - 738,610
Net income (loss) (215,293) 2,930,370
Cash from operating activities (86,530) 920,443
Cash at year end 242,944 1,136,237

One line deserves a closer look. The summary table labels the S$738,610 entry as "Income tax expense," yet reported net income of S$2,930,370 equals pre-tax income of S$2,191,760 plus that amount. Had it been deducted as an expense, net income would have been S$1,453,150. Read arithmetically, the table treats the S$738,610 as a tax credit that adds to profit, so net income exceeds pre-tax income. The summary does not explain the item.

Cash tells a more modest story than profit. Operating cash flow was S$920,443 in fiscal 2026, about 31% of reported net income. The company ended the year with S$1,136,237 in cash, roughly US$881,000 at the filing's exchange rate. It reported no financing cash flows in either year, and the prospectus states that neither the Cayman parent nor the Singapore subsidiaries have declared or paid dividends.

Enrome LLP, a Singapore audit firm, signed the audit report on May 13, 2026, according to its consent filed with the registration statement. The consent, dated October 28, 2026, refers to the balance sheets as of March 31, 2026 and 2025 and to "each of the three years ended March 31, 2026," although the summary financial data covers two fiscal years.

Where the risk sits

Venue partner concentration

Focus Media does not own the walls its screens hang on. It licenses them from building owners and managers, which the filing calls venue partners, on "initial terms ranging from one to five years," usually "structured on a hybrid model combining fixed rental arrangements with revenue-sharing components."

That relationship has become more concentrated. According to the prospectus, "revenue derived from our major venue partners accounted for approximately 20.2% and 54.1% of our total network revenue" in fiscal 2025 and 2026 respectively. The risk factors warn that venue partners "may demand increased revenue shares, higher fixed rental payments" at renewal.

Slow payers

The standard advertising agreements "typically grant payment terms of 30 to 90 days," the filing says. Yet "our average debtor turnover days have exceeded our stated payment terms," and "a portion of our trade receivables has consistently aged beyond 90 days." No figure is given in that risk factor.

Seasonality

Revenue tilts toward the second half of the fiscal year, which runs from October to March. The prospectus states that "our historical operating patterns have generally reflected lower revenue in the first half of our fiscal year," and that the company may "achieve only break-even results, or incur net losses during the first half."

A name it may not fully own

One risk factor bears directly on the brand. The company says it has "registered two domain names and one trademark," but faces risks "particularly with respect to the primary domain name and business names we use." The Singapore subsidiaries may have had a trademark distribution agreement with a third party that has since terminated, and that party could assert prior rights over brand elements. "An adverse outcome could require us to modify our corporate identity, marketing materials, or domain names," the prospectus states. The risk factor does not identify the third party. The company's website is www.focusmedia.sg.

Inexperience and internal controls

"Our executive officers have no prior experience in operating a U.S. public company," the prospectus states. Management has not assessed its internal control over financial reporting, and the company acknowledges that its "internal controls relating to financial reporting have not kept pace with the expansion of our business."

The Raffles Place licence

Exhibit 10.5, filed under the title "Venue Partner License Agreement between the Company and Vendor A dated March 1," turns out to be a licence for a single digital screen on the façade of 30 Raffles Place in Singapore's financial district. The licensor is Siriti R Pte. Ltd.; the licensee is FMSG. Parts of the document were redacted under the SEC's confidentiality rules for material contracts.

The licensed area measures about 39.17 square metres, 8.16 metres by 4.8 metres. The term runs five years, from March 1, 2025 to February 28, 2030, with one possible two-year extension that is available only if the screen is replaced.

The fee structure gives the building side the choice. Under Option A, Focus Media pays a fixed S$55,000 a month plus goods and services tax. Under Option B, it pays a fixed S$16,500 a month plus 40% of the net advertising media revenue the screen generates. The licensor picks the option for each year by December 31 of the preceding year, and the selection cannot be changed once notified.

PPC Land's arithmetic shows what that means. Option A costs S$660,000 a year, equal to 14.2% of Focus Media's total fiscal 2026 revenue and 44.8% of its entire cost of revenue for that year. Option B becomes the more expensive choice for Focus Media only if the screen produces more than S$96,250 of net advertising revenue in a month, or about S$1.16 million a year, a quarter of the company's total revenue. The licence itself does not record which option the licensor chose for 2025 or 2026.

Other terms are tight. The screen must run from 7 a.m. to 9 p.m. and stay on for at least 14 hours a day on a best-efforts basis. Faults must be repaired within 24 hours. The licensor gets 90 seconds of free airtime a month, holds "sole discretion" over advertisements and can order any ad removed or revised within 24 hours. A "Non-approved Advertisement List" bars ads referring to direct competitors of the building's major tenants. Noise from the screen is capped at 50 decibels. Focus Media must carry all-risks and public liability insurance of S$2,000,000 each, pay 12% annual interest on late fees, and remove the screen and restore the façade at the end. The licensor may terminate without compensation for breach or insolvency. A change of control at a parent company counts as an assignment needing the licensor's approval.

The licence started on March 1, 2025, one month before the fiscal year in which the share of network revenue tied to major venue partners rose from 20.2% to 54.1%. The risk factor on venue partners does not name any of them.

What an advertiser signs

Exhibit 10.6, the standard advertising contract, shows the buying terms on the direct side of the business. The sample booking is a 30-second commercial on the "Commercial Network" for two weeks. The contract says the network runs 14 hours a day, seven days a week, with Saturday and Sunday airings complimentary. It states that each weekly campaign generates "500+ spots" on about 800 screens across 500 locations, covering the Commercial Network and a "CIMB Plaza Video Wall."

That spot count follows from the loop. A 10-minute cycle plays each advertisement six times an hour; over 14 hours a day and seven days, that is 588 plays a week, of which 420 fall on paid weekdays, according to PPC Land's calculation.

The contract allows up to 7% variance in the number of screens broadcasting, due to technical issues or conflicts with landlords. Once endorsed, a campaign cannot be cancelled; the only exception is when the Building and Construction Authority, another authority or a landlord rejects use of a site. Payment is due 28 days from the campaign start date.

The attached terms and conditions, effective October 3, 2016, add more detail:

  • Recognized agencies receive 15% commission on the booking value after discounts.
  • A deposit equal to eight weeks of broadcast charges is required; bookings of eight weeks or less must be paid in full two weeks before the start.
  • Overdue invoices carry interest of 1% a month.
  • Confirmed bookings remain 100% payable from the start date even if no campaign runs.
  • Changes to creative require 14 working days' notice and censorship review by the company and the Media Development Authority.
  • Content that conflicts with the interests of building tenants will not be shown in those buildings.
  • Educational advertisers must submit a Certificate of Registered School two weeks before broadcast.

The contract names Bernard Tan, general manager, as the sales contact, and quotes 9% goods and services tax.

Who controls the company

Control will not change hands. Ms. Audrey Chee Hui Ling, director, chairwoman and chief executive, holds 11,250,000 Class A shares through Comeback Investment Assets Limited, a company she owns outright. That is 75% before the offering and 56.25% of the voting power after the offering. The prospectus describes Focus Media Network as a "controlled company" under Nasdaq rules. Jdeep Trading Limited, wholly owned by Ian Yau Nang Lee, holds 900,000 shares, which would be 4.5% after the offering. Other minority holders own the remaining 2,850,000 pre-IPO shares.

Directors, officers and principal shareholders together would hold 11,925,000 shares, "representing 59.63% of our total issued and outstanding share capital immediately after the completion of this offering," the filing states.

The share structure leaves room for more concentrated control later. The amended articles authorize US$100,000,000 of share capital, divided into 800 billion Class A shares, 80 billion Class B shares and 120 billion Class C shares, each with a par value of US$0.0001. Class A carries one vote. Class B carries 15 votes, although none are outstanding. Class B shares convert automatically into Class A if transferred to anyone who is not an "Affiliate," a term that includes family members, trusts and controlled entities; a pledge does not trigger conversion. Directors can fix the rights of Class C shares series by series, and a bracketed clause states that creating Class C shares with enhanced voting would not count as a material adverse change to the rights of other classes.

The board

The prospectus says the board "will consist of four executive directors and four independent directors." The company will rely on a Cayman home-country exemption from Nasdaq's majority-independence requirement, while keeping fully independent audit, compensation and nominating committees.

Four nominees signed consents on October 28, 2026. Pui Man Brenda Tam, Dennis Paul Barsky and David Doust consented to being named as independent director nominees. Mitchell Adam Presnick's consent describes him as a director nominee without the word independent.

The legal opinion from Ogier, the Cayman Islands law firm, dated October 26, 2026, shows how the company was governed in October. It relies on the "sole director's written resolutions" dated October 6, 2026, a register of members as at October 7, 2026, and a certificate of good standing dated October 15, 2026. It confirms that the offered shares, once paid for, will be "validly issued, fully paid and non-assessable."

Underwriting terms

The form of underwriting agreement leaves the share count and price blank, as is usual before pricing. It confirms that the deal flows from an engagement letter with Kingswood dated March 30, 2026. Several clauses extend beyond the closing:

  • Right of first refusal: Kingswood gets first call to act as lead manager, bookrunner or lead placement agent on any financing by the company or its subsidiaries "for a period of twelve (12) months from the commencement of sales of the Offering."
  • Lock-ups: the company may not issue new shares for six months after closing, with exceptions for equity plan grants and some acquisitions. Holders with registration rights agree not to use them for 180 days.
  • Service providers: the company must keep its transfer agent and a public relations firm for at least one year.
  • Liability: each underwriter's indemnity exposure is capped at the underwriting fee it actually received.
  • Jurisdiction: New York law governs, and the company submits to the courts of New York County or the Southern District of New York, with Cogency Global Inc. as agent for service of process for three years.

No underwriter warrants appear in the agreement or the fee table. VStock Transfer, LLC is named on the specimen share certificate as transfer agent and registrar.

The governance exhibits

The remaining exhibits are the policies that come with a US listing, but several carry company-specific details.

  • 2026 Equity Incentive Plan: reserves 3,000,000 Class A shares, equal to 15% of the post-offering share count, with no automatic annual top-up. Unless an award agreement says otherwise, options vest in full on the grant date, while stock appreciation rights, restricted stock and restricted stock units vest on the third anniversary. Options can run for ten years, and the exercise price cannot be below fair market value. The plan is governed by New York law.
  • Insider trading policy: names Ms. Chee as compliance officer, with Liu Chun Hung Clement acting in her absence. Quarterly blackouts begin ten trading days before each fiscal quarter ends and lift after the second full trading day following the earnings release. Hedging and short sales are banned, and officers and directors face a cooling-off period of 90 to 120 days on Rule 10b5-1 trading plans.
  • Whistleblower policy: complaints go to the audit committee or to the compliance officer, Ms. Chee, at a company email address. Spending above US$100,000 to investigate a single complaint requires audit committee approval, and records are kept for five years.
  • Cybersecurity policy: effective January 27, 2026, the incorporation date. The chief financial officer reports cyber events, the audit committee decides materiality, and a Form 6-K is due within four business days of a material incident being determined. The policy does not mention screens, ad data or programmatic platforms.
  • Related party transaction policy: covers transactions above US$120,000 with directors, executive officers, 5% holders and their families, all subject to audit committee approval.
  • Compensation recovery policy: claws back incentive pay over the three completed fiscal years before a required accounting restatement.
  • Code of business conduct: applies to directors, officers and employees "(to the extent that employees are hired in the future)," and extends to subsidiaries "in the appropriate context." It sets no gift limits in dollar terms.
  • Director agreements: both the independent director form and the exhibit filed as the "form of executive officer employment agreement" (Exhibit 10.1) are one-year director appointment letters taking effect on Nasdaq listing, with annual fees left blank, no equity grant, New York law and American Arbitration Association arbitration. Exhibit 10.1 contains no salary, bonus, severance or non-compete terms.
  • Indemnification agreement: promises directors and officers indemnity "to the fullest extent permitted by applicable law" and advancement of expenses within ten business days, also under New York law.

Rajah & Tann Singapore LLP consented on October 28, 2026 to being named as the company's Singapore counsel.

The listing environment

The filing arrives as Nasdaq tightens its gate for small issuers. The prospectus notes that on December 19, 2025, Nasdaq adopted Rule IM-5101-3, under which it may deny an initial listing "if it determines that the company's securities may be particularly susceptible to manipulation." Nasdaq may consider the company's "business profile, geographic nexus, ownership structure, and relationships with professional advisors such as auditors, underwriters," law firms, brokers and clearing firms. The prospectus states plainly that the offering will not complete without Nasdaq approval.

The company also flags the Holding Foreign Insiders Accountable Act, which the filing says took effect on March 18, 2026 and ends the exemption foreign private issuers' insiders had from Section 16 reporting. As a foreign private issuer, Focus Media Network will file an annual report on Form 20-F rather than a 10-K, but it says it will voluntarily submit "unaudited quarterly financial information and management's discussion and analysis under cover of Form 6-K within 45 days after each quarter end." Shares trading below $5.00 could fall under US penny stock rules.

The process began months earlier. Focus Media Network submitted a confidential draft registration statement on May 13, 2026, the same day its audit report was signed, and amended it on June 18, July 20 and October 8 before filing publicly. The May draft already contained the network size, revenue figures and use-of-proceeds split, but left the share count and price range blank. By the October 8 draft, the 5,000,000-share size and the $4.00 to $6.00 range were in place.

Why this matters for the marketing community

The filing is a granular view of how a small screen network earns money once it plugs into automated buying. The company's claim is simple: the shift toward programmatic selling produced twice the revenue at a lower cost of sales.

The regional market it is betting on is still small. The WOO Global pDOOH Expenditure Study, covered by PPC Land on October 12, 2026, put global programmatic DOOH spend at $1.339 billion in 2025, just 7% of digital out-of-home. Asia-Pacific accounted for $151 million, and South-East Asia for $16 million at 2.3% penetration. Focus Media Network's fiscal year does not match the calendar year and its revenue includes direct sales, so the figures are not directly comparable, but the study gives a sense of how thin the programmatic layer in the region remains.

Both platforms the filing names, Vistar Media and Hivestack by Perion, were among the twelve supply-side platforms that submitted data to the WOO study. Perion bought Hivestack, the programmatic DOOH platform, for $100 million in December 2023. By the first quarter of 2026, Perion's DOOH spend had risen 29% to $60.6 million, and in the second quarter it climbed 45% to $87.7 million. Vistar Media, the other named partner, launched what it called the first real-time bidding open exchange for out-of-home in August 2020. Buyers elsewhere expect to spend more: VIOOH's survey of 1,050 advertisers and agencies in the US, UK, France and the Middle East, reported by PPC Land in March 2026, found recent buyers expected their pDOOH investment to rise 44% over 18 months.

The office-lobby format has a close European parallel. ECN, which runs more than 900 screens in office buildings in the UK, France, Germany and Belgium and sells through Vistar, VIOOH, Broadsign Reach, Place Exchange and Perion, said on October 14 that its screens earned 3.4 times the attention of comparable DOOH placements in a Lumen study of 603 office workers. Focus Media Network's advertiser contract sells on spot counts and screen numbers instead: 500-plus plays a week across about 800 screens.

The filing also shows the commercial frictions that sit behind a programmatic bid. A landlord can pick the more lucrative of two fee options every year, ban ads for tenants' competitors and pull any creative within 24 hours. Up to 7% of screens may not broadcast in a given campaign. And a 10-minute loop caps how much time each screen can sell, so growth beyond higher prices or fill depends on adding screens - the largest single use of the proceeds, at 36%.

The filing follows by five days an amended F-1 from Unitrend Entertainment Group, another small advertising-linked issuer seeking the Nasdaq Capital Market at a range starting at $4.00 a share. PPC Land reported on October 24, 2026 that Unitrend's ad agency revenue dropped 43% ahead of a $25 million Nasdaq IPO, another deal in which a founder keeps majority voting control. US out-of-home itself is forecast to reach $4 billion in 2026, with digital growing 14.5%, according to Guideline data covered by PPC Land.

Whether a single-country network with S$4.6 million in sales can sustain a public listing depends on questions the prospectus raises but cannot answer: whether programmatic demand keeps growing, whether major venue partners renew on the same terms, and whether the company can add screens without lengthening its loop.

Timeline

Summary

Who: Focus Media Network Limited, a Cayman Islands holding company whose Singapore subsidiaries operate a network of more than 800 digital screens in office and commercial buildings, controlled by chairwoman and chief executive Audrey Chee Hui Ling, with Kingswood Capital Partners as underwriter.

What: A Form F-1 registration statement for an initial public offering of 5,000,000 Class A shares at $4.00 to $6.00 each, showing fiscal 2026 revenue of S$4,634,587, up 104.4%, net income of S$2,930,370, and exhibits including a façade screen licence with a S$55,000 monthly fixed-fee option and the standard advertiser contract.

When: The registration statement was filed on October 28, 2026, after a confidential draft first submitted on May 13, 2026.

Where: The shares would list on the Nasdaq Capital Market under "FMSN"; the business operates only in Singapore.

Why: The company seeks about $22 million in net proceeds to add screens, buy software and fund acquisitions, after a shift to programmatic selling that it says drove its revenue growth; the filing also exposes the venue concentration, loop capacity limits and landlord terms behind a regional DOOH network.