F-1/A: Ten-League International Holdings Files Amendment No. 9 to Form F-1 Registration Statement
Registration Statement Amendment
Ten-League International Holdings Limited files Amendment No. 9 to its Form F-1 registration statement, primarily to update exhibits and the exhibit index.
Summary
- Ten-League International Holdings Limited has filed Amendment No. 9 to its Form F-1 registration statement with the SEC.
- The amendment primarily updates exhibits and the exhibit index in Part II of the registration statement.
- No changes have been made to the prospectus included in the Registration Statement, which remains unchanged from the Registration Statement filed on October 25, 2024.
- The document includes information on indemnification of directors and officers, recent sales of unregistered securities, exhibits, and undertakings.
- The company has issued unregistered ordinary shares to several entities including Ten-League Corp, LJSC Holdings, Undersea Capital and Jules Verne between March 2023 and February 2024.
- Walkers (Hong Kong) provides legal opinions regarding the company's incorporation, share capital, and tax matters under Cayman Islands law.
- Onestop Assurance PAC consents to the incorporation of their audit report into the registration statement.
Sentiment
Score: 7
Explanation: The document is a routine regulatory filing, indicating progress towards a potential public offering. The legal and auditing consents are positive signals.
Positives
- Legal counsel Walkers (Hong Kong) has provided opinions confirming the validity of the company's structure and share issuance under Cayman Islands law.
- The independent auditor, Onestop Assurance PAC, has consented to the inclusion of their audit report, providing assurance on the financial statements.
Risks
- The SEC has stated that indemnification for liabilities arising under the Securities Act may be against public policy and therefore unenforceable.
- 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.
Future Outlook
The approximate date of commencement of proposed sale to the public is as soon as practicable after the effective date of this registration statement.
Industry Context
This filing is a standard step for companies seeking to list on a U.S. exchange, ensuring compliance with SEC regulations and providing necessary information to potential investors.
Stakeholder Impact
- Shareholders will be impacted by the potential dilution from the issuance of new shares.
- The public offering will provide an opportunity for new investors to participate in the company's growth.
Next Steps
- The company will need to have the amendment declared effective by the SEC.
- The company will then proceed with the public offering of its ordinary shares.
Key Dates
| Date | Description |
|---|---|
| March 17, 2023 | Date of Certificate of Incorporation and adoption of Memorandum and Articles of Association. |
| March 17, 2023 | Ordinary Shares issued to Ten-League Corp. |
| July 6, 2023 | Ordinary Shares issued to Ten-League Corp, LJSC Holdings, Undersea Capital and Jules Verne. |
| November 28, 2023 | Two ordinary shares issued to Ten-League Corp. |
| January 1, 2019 | Dealer Agreement between Ten-League Port Engineering Solutions Pte. Ltd. and Sany Marine Heavy Industry Co. Ltd. |
| January 1, 2019 | Dealer Agreement between Ten-League Engineering & Technology Pte. Ltd. and Sany International Development Ltd. |
| January 1, 2021 | Service Dealer Agreement between Ten-League Engineering & Technology Pte. Ltd. and Sany International Development Ltd. |
| February 16, 2024 | Amended and Restated Memorandum and Articles of Association adopted. |
| February 16, 2024 | Ordinary Shares issued to Ten-League Corp, LJSC Holdings, Undersea Capital and Jules Verne. |
| March 8, 2024 | Second Amended and Restated Memorandum and Articles of Association adopted. |
| June 4, 2024 | Date of Onestop Assurance PAC audit report. |
| October 17, 2024 | Date of Onestop Assurance PAC consent. |
| October 18, 2024 | Certificate of Good Standing issued by the Registrar. |
| October 25, 2024 | Date of previous Registration Statement filing. |
| November 7, 2024 | Date of Amendment No. 9 filing. |
Keywords
registration statement, form F-1, amendment, ordinary shares, Cayman Islands, indemnification, exhibits, securities
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