SUPREME COURT OF SINGAPORE
25 June 2026
Case summary
Intraworks Strategic Fund I, LP and others v Prisma AI Corp Pte Ltd and another and another matter [2026] SGHC(I) 8
Singapore International Commercial Court — Originating Application Nos 13 of 2024 and 7 of 2025
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Decision of the Singapore International Commercial Court (delivered by David Wolfe Rivkin IJ):
Outcome: The Singapore International Commercial Court allowed the claims brought by the claimants in SIC/OA 13/2024 (“OA 13”) and SIC/OA 7/2025 (“OA 7”) in part for, inter alia, breaches by the defendants of the investment agreements between the parties, minority oppression and prohibitory injunctions against the first defendant. The court also denied the counterclaim of the first defendant in OA 13.
Background
1 The first claimant in OA 13 and OA 7 and the defendant in the OA 13 counterclaim was IntraWorks Strategic Fund (“IntraWorks”). IntraWorks was a private equity fund which invested in private companies that had the potential for growth. IntraWorks’ principal was Keanu Daniel Ellen (“KDE”). The second claimant in OA 13 and OA 7 was Kahiko Consulting, LLC (“Kahiko”). Kahiko was a limited liability company formed under the laws of the state of Delaware, and its principal was Brett Scott Ellen (“BSE”), who was the third claimant in OA 13 and KDE’s father. The fourth claimant in OA 13 was Legacy of Takeo Holdings, LLC (“LOTH”). LOTH was a limited liability company formed under the laws of the state of Nevada.
2 The first defendant in OA 13 and OA 7 and the claimant in the OA 13 counterclaim was Prisma AI Corporation Pte Ltd (“Prisma”). Prisma was in the business of providing visual artificial intelligence solutions and was incorporated in Singapore. The second defendant in OA 13 was Shreeram Subramaniam Iyer (“Dr Shreeram”). Dr Shreeram was the Group Chief Executive Officer of Prisma.
3 The claimants made multiple loans to the defendants and purchased shares in Prisma. In doing so, the parties concluded various agreements (“Investment Agreements”). These agreements included, inter alia:
a. The Note and Warrant Purchase and Omnibus Terms Agreement dated 20 December 2020 between the first claimant and Prisma (“December 2020 NPA”).
b. The Amended and Restated Convertible Note dated 20 December 2020 between the first claimant and Prisma (“December 2020 Note”).
c. A Note and Warrant Purchase and Omnibus Terms Agreement dated 18 June 2021 between the first claimant and Prisma (“June 2021 NPA”).
d. A Secured Convertible Note dated 18 June 2021 between the first claimant and Prisma (“June 2021 Note”).
e. A share purchase agreement dated 14 September 2021 between Dr Shreeram, Prisma and the first claimant (“SPA”).
f. A secured convertible promissory note between the third claimant and Prisma (“August 2022 Note”).
g. A personal guarantee in favour of the third claimant in respect of Prisma’s obligations under the August 2022 Note executed by the second defendant, Dr Shreeram (“August 2022 Guarantee”).
4 In OA 13, the claimants alleged: (a) that the defendants had committed various breaches of the Investment Agreements; and (b) minority oppression. Separately, the IntraWorks and Kahiko (“OA 7 Claimants”) commenced proceedings against Prisma in OA 7 on 26 March 2025, seeking, inter alia, permanent injunctions against Prisma. The judgment only addressed issues of liability in relation to the claims and reliefs sought by the claimants and the first defendant (by its counterclaim) in OA 13 and OA 7. The damages phase of OA 13 and OA 7 would proceed following the issuance of this judgment.
OA 13
Preliminary point: Qualified Financing
5 The court found that no event of Qualified Financing took place and the December 2020 Note, June 2021 Note and August 2022 Note (“Relevant Notes”) were not automatically converted into shares of Prisma. The defendants’ case was that Qualified Financing was achieved on 27 December 2022 by virtue of loans given by Dr Shreeram to Prisma under the 2021 Loan Agreement. However, there was insufficient evidence to show that the 2021 Loan Agreement existed. In any case, even if Dr Shreeram made loans to Prisma pursuant to the purported 2021 Loan Agreement, these loans did not constitute an event of Qualified Financing: at [48], [55], [59]–[75].
Breaches of the Investment Agreements
6 Prisma’s issuance of three notices to the first claimant and second claimant (“QF Notices”), which sought to inform the first and second claimants of an event of Qualified Financing under the Relevant Notes, was a breach of the Investment Agreements as they constituted false or misleading representations: at [77]–[79].
7 The defendants breached their obligations to make payment under the Relevant Notes: at [80]–[81].
8 Prisma did not breach its obligation to pay additional interest under the August 2022 Note. Clause 1(b) of the August 2022 Note was an unenforceable penalty clause under either Delaware law or Singapore law because the sum potentially payable by Prisma was extravagant and unconscionable in amount in comparison with the greatest loss that could conceivably be proved to have followed from a failure to file the IPO Forms: at [87]–[99].
9 Prisma’s issuance of shares to Dr Shreeram and to Mr Amitabh Roy Chowdhury on 3 May 2023 was a breach of the Investment Agreements. There was insufficient evidence to establish that the Remuneration and Performance Agreements (“RPAs”), under which Prisma purported to issue these shares, were authentic. Even if the RPAs were authentic, the failure to disclose them constituted a breach of the Investment Agreements: at [100]–[119].
10 The defendants did not breach their obligations to effect the regrant and reinstatement of IntraWorks’ security interest under the December 2020 Note: at [120]–[125].
11 Prisma breached its obligation to IntraWorks to appoint an IntraWorks representative to the board of Prisma: at [126]–[134].
12 Prisma breached its obligation to the first, second, and third claimants by failing to apply the loan proceeds of the June 2021 Note and August 2022 Note for certain specific purposes: at [135]–[144].
13 Prisma did not breach its obligation under the December 2020 NPA to approve purchase agreements with customers/clients introduced by IntraWorks: at [145]–[150].
14 Prisma breached its obligation under the December 2020 NPA to establish a Northern Americas joint venture: at [151]–[156].
15 Prisma did not breach its obligation under the December 2020 NPA to establish the Southern Americas joint venture. The claimants did not establish that the pre-requisite of USD 2 million of projected payments to provide services or products to clients of Prisma in South America, which triggers the obligation to establish the Southern Americas joint venture in the first place, was met: at [157]–[159].
Dr Shreeram’s personal liability
16 Dr Shreeram did not breach his obligation to BSE to deliver documents to perfect the August 2022 Guarantee: at [160]–[166].
17 As Prisma had not fulfilled its obligations under the August 2022 Note, Dr Shreeram was personally liable for those obligations pursuant to the August 2022 Guarantee: at [167]–[168].
Minority oppression claim under s 216 of the Companies Act
18 In light of the court’s finding that the issuance of shares to Dr Shreeram and Mr Chowdhury amounted to breaches of the Relevant Notes, and that the defendants breached their obligation under the Investment Agreements to appoint a representative of IntraWorks to the board of Prisma, the court found that the defendants had conducted the affairs of Prisma in a manner prejudicial to the claimants within the meaning of s 216 of the Companies Act: at [171]–[178].
Prisma’s counterclaims in OA 13
19 The court rejected Prisma’s counterclaims that the claimants had breached the Investment Agreements. In respect of Clause 2(a) of the December 2020 NPA, the only party on whom obligations were imposed was Prisma. In respect of Clause 1(b) of the August 2022 Note, the obligation to make the SEC filing was on Prisma and not the claimants: at [179]–[187].
OA 7
Preliminary point: admissibility of the Pitch Deck
20 In OA 7, the OA 7 Claimants sought to admit into evidence a pitch deck dated 2024 promoting an intended initial public offering of Prisma to potential investors (“Pitch Deck”). The court declined to admit the Pitch Deck into evidence, as the source of the Pitch Deck remained unclear and the OA 7 Claimants had not discharged their burden of proving the authenticity of the Pitch Deck on a balance of probabilities: at [34], [188]–[193].
The claims in OA 7
21 The OA 7 Claimants relied largely on the Pitch Deck to argue that Prisma was taking steps to strip its assets away to a separate entity and to list the business of Prisma’s subsidiaries on a stock exchange (“IPO Plan”). As the Pitch Deck was not admissible, the court declined to grant a permanent injunction restraining Prisma from taking further steps to effect its IPO Plan: at [194].
22 The court ordered Prisma to furnish the materials as required pursuant to Clause 2(k) of the December 2020 NPA, Clause 2(c) of the June 2021 NPA and Clause 3(d) of the December 2020 NPA and June 2021 NPA: at [195]–[199].
23 Prisma’s entry into a convertible loan agreement dated 15 November 2023, under which convertible bonds were issued to numerous investors for a return of 18% per annum (“2023 Convertible Loan Agreement”), was a breach of IntraWorks’ Rights of First Refusal (“ROFR”) under the Relevant Notes. Accordingly, the court granted a permanent injunction preventing Prisma from taking any steps to convert any of the debt owed by Prisma under the 2023 Convertible Loan Agreement into shareholding in Prisma. The court also granted a permanent injunction restraining Prisma from taking any steps to: (a) offer or sell any securities or shares in itself, or (b) accept any loan facilities in the future without first sending IntraWorks a notice. This was necessary as the defendants had shown a willingness to disregard the express terms of the ROFR clauses: at [200]–[213].
24 By entering into the 2023 Convertible Loan Agreement, Prisma had breached the additional covenants in the Relevant Notes to not incur any indebtedness or any material obligations other than normal payables incurred in the ordinary course of business, unless approved by IntraWorks (“Additional Covenants”). Accordingly, the court granted a permanent injunction preventing Prisma from taking steps in breach of the Additional Covenants: at [214]–[217].
This summary is provided to assist in the understanding of the Court’s judgment. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s judgment.