F-1/A: APEX Global Solutions Targets NASDAQ IPO with Strong 2024 Growth

APEX Global Solutions Limited, a Singapore-based corrosion prevention and maintenance provider, is pursuing a NASDAQ IPO after reporting significant revenue and net income growth in 2024.

Summary

• APEX Global Solutions Limited is a British Virgin Islands holding company operating through six Singaporean subsidiaries, specializing in corrosion prevention, surface preparation, and maintenance solutions for marine, offshore, and industrial sectors.
• Core services include hydro blasting, grit blasting, professional coating and painting, and comprehensive maintenance and repair services for vessels, along with skilled manpower supply.
• The company reported total revenues of S$8,696,136 (approximately $6,365,572) for the year ended December 31, 2024, an 8.69% increase from S$8,000,921 in 2023.
• Net income surged by 1,218.52% to S$1,367,068 (approximately $1,000,694) in 2024, up from S$103,682 in 2023.
• Gross profit increased by 42.21% to S$4,332,037 (approximately $3,171,051) in 2024, with the gross profit margin rising from 38% to 50%.
• The company is offering 1,500,000 Class A ordinary shares in its initial public offering, with an estimated price range of $4.00 to $5.00 per share, and has applied for listing on NASDAQ under the symbol APEX.
• Net proceeds from the offering are estimated at approximately $4.40 million (assuming $4.00/share and no over-allotment), allocated 60% to business expansion and 40% to working capital and general corporate purposes.
• The company operates with a dual-class voting structure, where Class B Ordinary Shares (held by Jeneric Holdings, controlled by CEO Goh Kwang Yong) carry 20 votes per share, giving Mr. Goh approximately 87.0% controlling voting power post-offering.
• As of December 31, 2024, the company had 20 customers, including 8 shipyards, 5 vessel owners, and 7 manpower supply clients. Three customers contributed 29%, 20%, and 12% of total revenues in 2024.
• The company relies on recurring work orders rather than long-term contracts with customers.
• Two suppliers accounted for approximately 54% and 15% of total purchases in 2024, with the largest supplier being Jebs Enterprise Pte. Ltd., a related party controlled by Mr. Goh Kwang Yong.

Sentiment

Score: 8

Explanation: The company demonstrates strong financial performance with significant net income and gross profit margin growth. Its strategic positioning as a resident contractor in major Singaporean shipyards, coupled with advanced technology and a commitment to safety and sustainability, provides a solid foundation. While customer and supplier concentration, related party transactions, and the dual-class structure present notable risks, the overall outlook for growth and market expansion is positive, supported by the capital raise through the IPO.

Positives

• Total revenues increased by 8.69% to S$8,696,136 (approximately $6,365,572) in 2024, indicating strong business growth.
• Net income saw a substantial increase of 1,218.52% to S$1,367,068 (approximately $1,000,694) in 2024, demonstrating improved profitability.
• Gross profit margin improved significantly from 38% in 2023 to 50% in 2024, reflecting effective cost management and higher revenue.
• The company maintains a strong compliance track record with no lost-time accidents, reinforcing its commitment to safety.
• Possesses globally recognized safety certifications including ISO 9001, ISO 14001, and ISO 45001, enhancing credibility and market positioning.
• Leverages advanced technology and equipment, such as robotic hydro jetting systems, for efficient and high-quality service delivery.
• Has established working relationships with major shipyards in Singapore, providing a steady pipeline of projects.
• The company is environmentally responsible, utilizing hydro jetting (a green technology) and implementing sustainable waste management practices.
• Experienced leadership team with Mr. Goh Kwang Yong (CEO & Chairman) having over 25 years in the marine and oil & gas industries, and other key executives with extensive experience.
• Received government grants totaling S$75,798 (approximately US$55,484) in 2024, an increase of 116.18% from 2023.

Negatives

• Significant customer concentration, with three customers accounting for 29%, 20%, and 12% of total revenues in 2024, posing a risk if one or more are lost.
• Reliance on recurring work orders rather than long-term contracts with customers introduces uncertainty in future revenue streams.
• Dependence on a limited number of key suppliers, with two suppliers accounting for 54% and 15% of total purchases in 2024, creates supply chain risk.
• The largest supplier, Jebs Enterprise Pte. Ltd., is a related party controlled by the CEO, raising potential conflicts of interest.
• The company has incurred indebtedness, with total bank borrowings of approximately S$4.1 million (approximately $3.0 million) as of December 31, 2024, and the majority due within 12 months.
• Borrowings are personally guaranteed by directors, increasing their financial risk exposure.
• Advances to related parties, though settled, historically lacked formal agreements and fixed repayment schedules, posing liquidity risks.
• Late holding of AGM and late AR filing for Jeneric Engineering Pte. Ltd. in 2025, although extensions were granted, indicate potential administrative challenges.
• The dual-class voting structure concentrates control in the CEO, limiting influence for other shareholders and potentially affecting inclusion in stock market indices.
• The initial public offering price is substantially higher than the net tangible book value per share, resulting in immediate and substantial dilution for new investors ($3.709 per share).

Risks

• Failure to expand service offerings, successfully enter new markets, or adapt to industry changes could adversely affect business.
• Recent growth may not be indicative of future growth, and inability to manage growth effectively could harm operations.
• Business depends on key management and skilled technical staff; inability to recruit and retain them could negatively impact operations.
• Loss of significant customers could materially and adversely affect financial performance and business prospects.
• Supply chain disruptions and material shortages may affect ability to provide services efficiently, leading to project delays and increased costs.
• Reliance on a limited number of key suppliers could expose the company to supply chain disruptions, cost volatility, and operational delays.
• Labor market challenges and workforce availability in Singapore, including foreign worker restrictions and rising wage costs, could impact service delivery and increase operational expenses.
• Incurred indebtedness and potential future debt may adversely affect financial condition and future financial results.
• Involvement in related party transactions may give rise to potential conflicts of interest and may not always be conducted on terms most favorable to the company.
• Reliance on unregistered intellectual property and contractual protections to safeguard proprietary information, which if inadequate, could harm competitive position.
• APEX Global relies on dividends and other distributions from subsidiaries, and limitations on their ability to make payments could materially affect the company's ability to conduct business.
• Demand for corrosion prevention services fluctuates with market cycles and global economic conditions, potentially impacting business.
• Transition to sustainable and environmentally friendly solutions may require significant investment and adaptation.
• Global transition to renewable energy and changing energy policies may affect business and revenue streams, particularly from the oil & gas sector.
• Escalating global trade tensions, including U.S.-initiated trade actions, could exacerbate supply chain risks and impact cost structure.
• Increasingly stringent environmental and safety regulations may result in higher compliance costs and operational constraints.
• Frequent changes in government policies, regulatory frameworks, and legal requirements may disrupt business operations.
• Cyber-attacks and security vulnerabilities could result in serious harm to reputation, business, and financial condition.
• Lack of effective internal controls over financial reporting may affect ability to accurately report financial results or prevent fraud.
• Incurring substantially increased costs as a public company due to compliance with SEC and NASDAQ requirements.
• Changes in Singapore's regulatory environment may affect ability to operate efficiently and remain compliant.
• Singapore's economic policies and trade relations could impact business operations and profitability.
• Singapore's labor market regulations and talent shortages may increase operational costs and impact workforce availability.
• Geopolitical instability and trade tensions in Southeast Asia could impact operations and financial stability.
• Rising operational costs in Singapore may impact profitability and competitiveness.
• Dependence on government infrastructure and industrial policies may influence business growth.
• Foreign exchange risks could impact financial performance, especially with future foreign currency transactions.
• Extreme stock price volatility unrelated to actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of the Class A Ordinary Shares.
• Inability to maintain a listing of the Class A Ordinary Shares on Nasdaq.
• Unfavorable research or cessation of coverage by securities or industry analysts could cause share price and trading volume to decline.
• Substantial future sales of Class A Ordinary Shares or the anticipation of future sales could cause the price to decline significantly.
• Issuance of additional equity or debt securities, senior to Class A Ordinary Shares, could adversely affect market price and dilute interest.
• Ongoing public reporting requirements are less rigorous for emerging growth companies, potentially providing less information to shareholders.
• Certain judgments obtained against the company by shareholders may not be enforceable due to incorporation under British Virgin Islands law and assets/management outside the U.S.
• Difficulties in protecting interests and limited ability to protect rights through U.S. courts due to British Virgin Islands incorporation.
• Anti-takeover provisions in Memorandum and Articles of Association could discourage third-party acquisition.
• Risk of being a passive foreign investment company (PFIC) for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Future Outlook

The company expects to remain profitable for the current fiscal year ending December 31, 2025, with revenue performance consistent with 2024. It anticipates strengthening its relationship and potentially increasing revenues from PaxOcean Group of Shipyards if its resident contractor application is approved. The company plans to expand its geographical footprint into emerging economies in the Middle East and Southeast Asia, diversify service offerings by incorporating complementary technologies like automation and robotics, and improve operational efficiency through workforce expansion and sustainable practices.

Management Comments

• Our founder, Chief Executive Officer, and Chairman, Mr. Goh Kwang Yong, has more than 25 years of experience in the marine and oil & gas industries and has successfully driven the Company's strategic growth since its inception in 2009.
• Ms. Wan Hwee Chein, our director, brings over 20 years of professional experience and has played a key role in overseeing our administrative, purchasing, and human resource functions since 2009, while also contributing to our international expansion efforts.
• Mr. Foo Ling Han, our Chief Financial Officer, is a finance professional with nearly 20 years of experience in audit, accounting, and financial reporting, with expertise in U.S. GAAP, Singapore FRS, and IFRS.
• We believe that the combined industry knowledge, operational expertise, and strategic vision of our management team position us well for continued growth.
• We believe that our current cash and cash flows provided by operating activities and bank borrowings will be sufficient to meet our working capital needs in the next 12 months from the date the audited consolidated financial statements are issued.

Industry Context

The corrosion prevention services (CPS) industry in Singapore, particularly in the offshore & marine (O&M) segment, is valued between SGD240.0 million to SGD270.0 million in 2024 and is projected to grow at a CAGR of 0.5% to 1.0% to over SGD280.0 million by 2029. Key drivers include increased project pipelines post-COVID, insatiable global demand for energy (especially in Asia), the growing fleet of aging vessels requiring maintenance, and the push for offshore wind energy. Challenges include manpower quotas and rising labor costs in Singapore, susceptibility to economic performance and oil prices, project delays due to weather or accidents, heightened environmental regulations, fluctuations in raw material costs, and stiff competition from overseas players like China and South Korea. The industry has high barriers to entry due to significant capital outlay, specialized labor requirements, regulatory compliance, high risk/liability, and stringent resident contractor qualification processes.

Comparison to Industry Standards

• The company operates in a moderately saturated market with fewer than 50 players, many of whom are long-established resident contractors in major shipyards.
• Major competitors include See Hup Seng Ltd, Beng Kuang Marine, Trident Pte Ltd, Soh Tong Heng Pte Ltd, and Entraco Ltd, as well as BoilerMaster Group, Shipblast Marine Enterprise, and Allbest Group for specific services.
• A key differentiator is the company's ability to deliver both grit blasting and hydro jetting services as an integrated provider, unlike most competitors who specialize in only one area.
• The company offers a wider scope of services across vessel construction and repair phases, including touch-up painting and post-mechanical coating, which enhances value for shipyard clients.
• The company's strong compliance track record with no lost-time accidents and multiple ISO certifications (ISO 9001, ISO 14001, ISO 45001) demonstrates adherence to high quality and safety standards, which is a critical competitive factor in the industry.

Management Changes

Corporate Governance

Legal Proceedings

• No pending legal actions, suits, or proceedings concerning the company before the courts of Singapore.
• No involvement in any investigation or legal proceedings (including insolvency, winding-up, or dissolution proceedings), whether as plaintiff or defendant, or action taken or initiated, or penalty imposed by any regulatory or governmental authority in Singapore during the Track Record Period (January 1, 2022, to September 22, 2025).

Related Party Transactions

• Rental of used blasting equipment to Jebs Enterprise Pte. Ltd. (controlled by CEO Goh Kwang Yong) for S$360,000 in 2023 and S$687,000 in 2022.
• Secondment of one office employee to PT Jeneric Jaya (controlled by CEO Goh Kwang Yong) for S$48,000 in 2024, covering salary, statutory contributions, and overhead allocations.
• Purchase of two units of used blasting equipment from Jebs Enterprise for S$360,000 on December 31, 2022.
• Rental expenses for equipment leased from Jebs Enterprise: S$1,103,884 (approximately $808,000) in 2024, S$1,080,969 in 2023, and S$1,085,314 in 2022. Jebs Enterprise is the largest supplier, accounting for 54% and 42% of total purchases in 2024 and 2023, respectively.
• Gains on disposal of plant and equipment/right-of-use assets to Jebs Enterprise: S$111,107 (approximately $81,331) in 2024 and S$27,763 in 2023. This included sales of blasting equipment and high-pressure pumps.
• Advances to related parties (net of repayments) amounted to S$779,558 (approximately US$570,636) in 2024 and S$378,288 in 2023. These were unsecured, interest-free, and repayable on demand without formal agreements.
• The amount due from Jeneric Holdings Pte. Ltd. (S$2,698,907 as of December 31, 2024) was settled through a S$2,592,688 dividend declared on January 1, 2025, and a cash payment of S$106,219 on April 24, 2025.
• The amount due to Jebs Enterprise Pte. Ltd. (S$55,400 as of December 31, 2024) was settled on April 24, 2025.
• Principal executive office leased from Jebs Enterprise Pte. Ltd. at no cost, commencing November 1, 2024, for a two-year term.
• Two life insurance policies purchased for CEO Goh Kwang Yong, with subsidiaries Jeneric Engineering Pte. Ltd. and Jeneric International Pte. Ltd. as policy owners and beneficiaries, with premiums of S$150,006 and S$27,712 paid on commencement dates.

Stakeholder Impact

• Shareholders: New investors will experience immediate and substantial dilution due to the IPO price being significantly higher than the net tangible book value. The dual-class structure concentrates voting power with the CEO, limiting influence for other shareholders. Future sales of shares could cause price declines.
• Employees: The company's growth strategies include expanding the workforce and investing in training, which could benefit employees. The 2025 Equity Incentive Plan aims to retain talent through equity incentives. Compliance with Singapore's labor laws and mandatory insurance requirements ensures employee welfare.
• Customers: The company's commitment to quality, safety, and continuous improvement, along with advanced technology and specialized expertise, aims to enhance customer satisfaction and asset longevity. Expansion into new markets and diversified services could offer more comprehensive solutions.
• Suppliers: Reliance on a limited number of key suppliers, especially related parties, could impact supplier relationships and expose the company to supply chain disruptions and cost volatility. Diversifying the supplier base is a stated strategy to mitigate this.
• Creditors: The company has incurred indebtedness, with a significant portion due within 12 months, which could impact short-term liquidity. Personal guarantees from directors provide some security but also indicate financial risk exposure for management.

Next Steps

• Complete the initial public offering and list Class A Ordinary Shares on NASDAQ under the symbol APEX.
• Fund business expansion, working capital, and general corporate purposes with the net proceeds from the IPO.
• Continue to pursue market expansion by targeting new regions (Middle East, Southeast Asia) and verticals (renewable energy, aerospace, defense).
• Diversify service offerings by investing in automation and robotics for hydro blasting and grit blasting, and offering advanced preventive maintenance programs.
• Improve operational efficiency through continued technology investment, workforce expansion, and sustainable practices.
• Await approval for the application to become a resident contractor at PaxOcean Group of Shipyards to further strengthen relationships and increase revenues.
• Jeneric Engineering Pte. Ltd. must file its Annual Return for FYE 31 December 2024 by September 29, 2025.

Key Dates

Recommendation

APEX Global Solutions demonstrates strong financial growth in 2024, with significant increases in revenue and net income, alongside an improved gross profit margin. Its established position as a resident contractor in major Singaporean shipyards and its focus on advanced, environmentally responsible solutions are competitive advantages. However, the company faces notable risks including high customer and supplier concentration, particularly with related parties, which raises governance concerns. The dual-class share structure also limits public shareholder influence. While the IPO provides capital for expansion, the immediate and substantial dilution for new investors, coupled with reliance on short-term contracts and existing debt, suggests a 'hold' recommendation. Investors should monitor the successful execution of growth strategies, diversification efforts, and the management of related-party transactions and debt, as well as the development of an active trading market post-IPO, before considering a 'buy' position.

Keywords

Corrosion Prevention, Surface Preparation, Hydro Blasting, Grit Blasting, Coating, Painting, Marine Maintenance, Offshore Maintenance, Industrial Maintenance, Manpower Supply, Singapore, Shipyards, Oil & Gas, NASDAQ IPO, SEC Filing, APEX Global Solutions