F-1/A: Kandal M Venture Files Fourth F-1/A Amendment, Addresses Financial Reporting Waiver for Upcoming IPO

Kandal M Venture Limited has filed its fourth amendment to its F-1 registration statement, primarily to include auditor consent and a waiver request regarding the age of financial statements, as it progresses towards its initial public offering.

Summary

• Kandal M Venture Limited filed Amendment No. 4 to its Form F-1 registration statement on May 30, 2025.
• The amendment's primary purpose is to file Exhibit 23.1 (Consent of WWC, P.C., the independent registered public accounting firm) and Exhibit 99.10 (Request for Waiver and Representation under Item 8.A.4 of Form 20-F), and to update the exhibit index.
• No changes were made to the prospectus, which remains as filed in Amendment No. 3 on February 18, 2025.
• The company intends to indemnify its directors and officers against certain liabilities, as outlined in its post-offering Memorandum and Articles of Association and specific indemnification agreements.
• The SEC's opinion states that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable.
• Kandal M Venture Limited plans to obtain directors and officers liability insurance.
• The company disclosed recent sales of unregistered securities, including 13,000,000 Class A ordinary shares and 2,999,980 Class B ordinary shares to DMD Venture Limited on March 21, 2024, for US$130.00 and US$30.00 respectively.
• An additional 10 Class B ordinary shares were issued to DMD Venture Limited on May 29, 2024, as part of a share swap arrangement involving 100 ordinary shares in Prospect Focus Limited.
• The company has included audited consolidated financial statements for the fiscal years ended March 31, 2024 and 2023, and unaudited interim statements for the six months ended September 30, 2023 and 2024.
• Kandal M Venture Limited has requested a waiver from the SEC regarding the 12-month requirement for audited financial statements under Item 8.A.4 of Form 20-F, stating that compliance is impracticable and involves undue hardship.
• The company anticipates its audited financial statements for the fiscal year ended March 31, 2025, will not be available until July 2025.
• The company undertakes not to seek effectiveness of the registration statement if its audited financial statements are older than 15 months at the time of its initial public offering.

Sentiment

Score: 5

Explanation: The document is a neutral, procedural filing for an IPO amendment. It contains standard regulatory disclosures and a request for a waiver regarding financial statement timing, which is a practical matter rather than a strong positive or negative indicator of business performance.

Positives

• The company is progressing with its IPO registration, indicating a move towards public listing and potential capital access.
• The company intends to provide indemnification and D&O liability insurance for its directors and officers, which can attract and retain qualified management.

Negatives

• The company requires a waiver from the SEC regarding the age of its audited financial statements, indicating a potential delay or challenge in meeting standard reporting timelines.
• Audited financial statements for the fiscal year ended March 31, 2025, are not expected until July 2025, which could impact the timing of the IPO.

Risks

• The SEC's opinion that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable poses a risk to the effectiveness of such indemnification for directors and officers.
• Failure to obtain the requested waiver for financial statement age or delays in making the March 31, 2025, audited financial statements available by July 2025 could further delay or impede the effectiveness of the registration statement and the IPO.

Future Outlook

The company anticipates its initial public offering to commence as soon as practicable after the registration statement becomes effective. It expects its audited financial statements for the fiscal year ended March 31, 2025, to be available by July 2025 and will not seek effectiveness of the registration statement if these statements are older than 15 months at the time of the IPO.

Management Comments

• 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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
• The Company is not required by any jurisdiction outside the United States to comply with a requirement to issue audited financial statements not older than 12 months at the date of filing the Registration Statement.
• Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.
• The Company does not anticipate that its audited financial statements for the fiscal year ended March 31, 2025 will be available until July 2025.
• In no event will the Company seek effectiveness of this registration statement on Form F-1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

Industry Context

This filing is a standard procedural step for an emerging growth company based in the Cayman Islands with operations in Cambodia, seeking to list securities in the U.S. It reflects the ongoing regulatory compliance efforts required for foreign private issuers pursuing an Initial Public Offering (IPO) in the U.S. market, including adherence to SEC financial reporting standards and corporate governance disclosures.

Comparison to Industry Standards

• The document does not provide sufficient operational or financial details to compare Kandal M Venture Limited's performance or business model to specific industry standards or comparable companies.
• The request for a waiver regarding financial statement age, while not uncommon for foreign private issuers, highlights a deviation from the standard 12-month requirement, which could be seen as a practical challenge compared to more established companies with robust internal reporting systems.

Corporate Governance

Legal Proceedings

• None explicitly mentioned as active proceedings.

Related Party Transactions

• On March 21, 2024, DMD Venture Limited received 13,000,000 Class A ordinary shares for US$130.00 and 2,999,980 Class B ordinary shares for US$30.00.
• On May 29, 2024, DMD Venture Limited received 10 Class B ordinary shares as nominated by Dumaine International Limited, as part of a share swap where Dumaine transferred 100 ordinary shares in Prospect Focus Limited to PMV.

Stakeholder Impact

• Shareholders: Potential for new shares to be offered in the IPO; existing shareholders' interests may be diluted by the offering; indemnification policies affect the company's financial exposure related to management actions.
• Directors and Officers: Will benefit from indemnification provisions and D&O liability insurance, reducing personal financial risk.
• SEC: The filing addresses regulatory compliance and seeks a waiver, indicating ongoing interaction with the commission.

Next Steps

• The company will file further amendments as necessary to delay or make the registration statement effective.
• The company will file post-effective amendments to include updated prospectuses, reflect fundamental changes, or include material information regarding the plan of distribution.
• The company will file post-effective amendments to include financial statements required by Item 8.A. of Form 20-F at the start of any delayed or continuous offering.
• The company expects its audited financial statements for the fiscal year ended March 31, 2025, to be available by July 2025.
• The company will not seek effectiveness of the registration statement if its audited financial statements are older than 15 months at the time of the initial public offering.
• Completion of the initial public offering.

Key Dates

Keywords

Kandal M Venture Limited, F-1/A, SEC filing, IPO, Registration Statement, Financial Statements, Indemnification, Securities Act, DMD Venture Limited, Prospect Focus Limited, Waiver Request, Public Offering, Corporate Governance, Audited Financials, Emerging Growth Company