Ten-League International Holdings Ltd F-1/A, filed Nov 7, 2024
Ten-League International Holdings Ltd (TLIH)
As filed with the Securities and Exchange Commission on November 7, 2024
Registration No. 333-275240
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 9
to
FORM
F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ten-League International Holdings Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
| Cayman Islands | 5080 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
c/o 7 Tuas Avenue 2,
Singapore 639447
+65 6862 0769
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Louise L. Liu, Esq. Morgan Lewis & Bockius 19th floor, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong Telephone: (852) 3551 8500 |
Henry F. Schlueter, Esq. Celia Velletri, Esq. Schlueter & Associates, P.C. 5290 DTC Parkway, Suite 150 Greenwood Village, CO 80111 USA Telephone: (303) 292 3883 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 9 is being filed solely for the purpose of filing certain updated exhibits to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 9 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from the Registration Statement filed on October 25, 2024.
PART II
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Cayman Islands’ laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of our business, except to the extent such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where there is evidence of dishonesty, willful default or fraud.
Our Second Amended Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge of their duties, powers, authorities or discretion as directors or officers of our Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.
We intend to enter into indemnification agreements with each of our directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.
The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, we have issued and sold the following securities without registering such securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriter was involved in these issuances of securities.
| II-1 |
Ordinary Shares
| Allottee | Date of Sale or Issuance | Number of Securities | Consideration | |||
| Ten-League Corp | March 17, 2023 and July 6, 2023 |
851 |
US$0.851 | |||
| November 28, 2023 | 2 | (Note 1) | ||||
| February 16, 2024 | 852,147 | US$852.147 | ||||
| LJSC Holdings | July 6, 2023 |
49 |
US$0.049 | |||
| February 16, 2024 | 48,951 | US$48.951 | ||||
| Undersea Capital | July 6, 2023 |
49 |
US$0.049 | |||
| February 16, 2024 | 48,951 | US$48.951 | ||||
| Jules Verne | July 6, 2023 |
49 |
US$0.049 | |||
| February 16, 2024 | 48,951 | US$48.951 |
| Note 1: | In consideration of Ten-League Corp transferring the entire issued share capital in Ten-League (PES) to Ten-League Venture; and the entire issued share capital in Ten-League (E&T) to Ten-League Venture on 28 November 2023, the Company issued two ordinary shares to it credited as fully paid. |
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | Exhibits |
See “Exhibit Index” beginning on page II-3 of this registration statement.
| (b) | Financial Statement Schedules |
All supplement schedules are omitted because of the absence of conditions under which they are required or because the data is shown in the financial statements or notes thereto.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
| 1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | |
| 2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| II-2 |
EXHIBIT INDEX
* To be filed by amendment
† Previously filed
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on November 7, 2024.
| Ten-League International Holdings Limited | ||
| ||
| By: | /s/ Jison Lim | |
| Name: | Jison Lim | |
| Title: | Director and Chairman | |
| II-4 |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jison Lim | Director and chief executive officer | November 7, 2024 | ||
| Name: Jison Lim | (principal executive officer) | |||
| /s/ LiMing Lin | Director and Vice President | November 7, 2024 | ||
| Name: LiMing Lin | ||||
| /s/ Lim Boon Ping | Chief Financial Officer | November 7, 2024 | ||
| Name: Lim Boon Ping | (principal financial and accounting officer) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Ten-League International Holdings Limited, has signed this registration statement or amendment thereto in New York, NY on November 7, 2024.
| AUTHORIZED U.S. REPRESENTATIVE—Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | |
| II-5 |
Exhibit 5.1
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7 November 2024
Our Ref: MRC/WPTL/BLUI T5772-H25135
TEN-LEAGUE INTERNATIONAL HOLDINGS LIMITED Walkers Corporate Limited 190 Elgin Avenue, George Town Grand Cayman KY1-9008 Cayman Islands
Dear Sirs
TEN-LEAGUE INTERNATIONAL HOLDINGS LIMITED
We have acted as Cayman Islands legal advisers to Ten-League International Holdings Limited (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, relating to the offering by the Company of Ordinary Shares of a par value of US$0.000025 each (the “Ordinary Shares”). We are furnishing this opinion as exhibit 5.1 to the Registration Statement.
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1. In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.
Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
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| 1. | The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands (the “Registrar”). | |
| 2. | Based on our review of the Second Amended and Restated M&A (as defined in Schedule 1), the authorised share capital of the Company is US$500,000 consisting of 20,000,000,000 ordinary shares with a par value of US$0.000025 each with such rights, preference and privileges as set forth in the Second Amended and Restated M&A. |
Walkers (Hong Kong)
滙嘉律師事務所 (香港)
15th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong
T +852 2284 4566 F +852 2284 4560
Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore
*England and Wales; **BVI; ***Cayman Islands; ****New South Wales (Australia); *****Bermuda
| Walkers | Page 2 |
| 3. | The issue and allotment of the Ordinary Shares pursuant to the Registration Statement has been duly authorized. When allotted, issued and fully paid for as contemplated in the Registration Statement and when appropriate entries have been made in the Register of Members of the Company, the Ordinary Shares will be validly issued, allotted and fully paid, and there will be no further obligation on the holder of any of the Ordinary Shares to make any further payment to the Company in respect of such Ordinary Shares. |
| 4. | The statements under the caption “Material Tax Considerations” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects. |
| 5. | Save as set out in qualification 3 in Schedule 3, there are no stamp duties, income taxes, withholdings, levies, registration taxes, or other duties or similar taxes or charges now imposed, or which under the present laws of the Cayman Islands could in the future become imposed: |
| (a) | in connection with: |
| (i) | the filing with the SEC, issue, circulation or distribution of the Registration Statement; |
| (ii) | the issuance and sale of the Ordinary Shares to the underwriters and by the underwriters to the initial purchasers thereof; or |
| (iii) | the listing of the Ordinary Shares on NASDAQ; |
| (b) | in respect of the Ordinary Shares or any acquisition, ownership or disposition of the Ordinary Shares; or |
| (c) | on any payment to be made by the Company or any other person pursuant to the Ordinary Shares or in relation to the issue or transfer of the Ordinary Shares. |
The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities – Cayman Islands”, “Certain Cayman Islands Company Considerations”, “Material Tax Considerations “, “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully
/s/ Walkers (Hong Kong)
Walkers (HONG KONG)
| Walkers | Page 3 |
Schedule 1
LIST OF DOCUMENTS EXAMINED
| 1. | The Certificate of Incorporation dated 17 March 2023, the Memorandum and Articles of Association as adopted on 17 March 2023, the Amended and Restated Memorandum and Articles of Association as adopted by special resolution on 16 February 2024, the Second Amended and Restated Memorandum and Articles of Association as adopted by special resolution on 8 March 2024 and effective conditional and immediately prior to the completion of the Company’s initial public offering of Ordinary Shares (the “Second Amended and Restated M&A”), the Register of Members, Register of Directors and the Register of Mortgages and Charges of the Company, copies of which have been provided to us by its registered office in the Cayman Islands (together the “Company Records”). |
| 2. | A Certificate of Good Standing dated 18 October 2024 in respect of the Company issued by the Registrar (the “Certificate of Good Standing”). |
| 3. | The Cayman Online Registry Information System (CORIS), the Cayman Islands’ General Registry’s online database, searched on 25 October 2024. |
| 4. | A copy of executed written resolutions of the Board of Directors of the Company dated 8 March 2024, and a copy of executed written resolutions of the shareholders of the Company dated 8 March 2024 (the “Resolutions”). |
| 5. | A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”). |
| 6. | The Registration Statement. |
| Walkers | Page 4 |
Schedule 2
ASSUMPTIONS
| 1. | The originals of all documents examined in connection with this opinion are authentic. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. Any translations are a true translation of the original document they purport to translate. |
| 2. | The Second Amended and Restated M&A reviewed by us are the memorandum and articles of association of the Company that will be in effect on the issue and sale of the Ordinary Shares. |
| 3. | The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately so recorded. |
| 4. | The Contents of the Director’s Certificate are true and accurate as at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect this opinion. |
| 5. | The conversion of any shares in the capital of the Company will be effected via legally available means under Cayman Islands law. |
| Walkers | Page 5 |
SCHEDULE 3
QUALIFICATIONS
| 1. | Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”) on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act. |
| 2. | We accept no responsibility for any liability in relation to any opinion which was given in reliance on the Director’s Certificate. |
| 3. | Cayman Islands stamp duty will be payable on any document if it is executed in or brought to the Cayman Islands, or produced before a court of the Cayman Islands. |
| 4. | The Company may be required to submit (or to cause to be submitted on its behalf) a notification and report to the Cayman Islands Department for International Tax Cooperation to ensure compliance with any obligations it may have under the laws of the Cayman Islands relating to the automatic exchange of financial account information. |
Exhibit 23.1
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10 Anson Road #06-15 International Plaza Singapore 079903 Email:audit@onestop-ca.com Website: www.onestop-ca.com |
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation of our report dated June 4, 2024 in the Registration Statement on Form F-1, under the Securities Act of 1933, as amended, with respect to the consolidated balance sheets of Ten-League International Holdings Limited and its subsidiaries (collectively referred to as the “Company”) as of December 31, 2022 and 2023, the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2023 and the related notes.
We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.
| /s/ Onestop Assurance PAC | |
| Singapore | |
| October 17, 2024 |