IPO - Ten-League International Holdings Ltd
Form Type: POS AM
Filing Date: 2025-05-02
Corporate Action: Ipo
Type: New
Accession Number: 000164117225008340
Filing Summary: Ten-League International Holdings Limited is filing a Post-Effective Amendment No. 1 to its Form F-1 Registration Statement under the Securities Act of 1933 on May 2, 2025, to permit the public offering of 2,240,000 ordinary shares. The company is offering 1,607,840 shares, while selling shareholders are offering an additional 632,160 shares. The expected price range for the shares is between $4.00 and $5.00, with an anticipated total raise of approximately $10,080,000. The offering is contingent upon the listing of its shares on the Nasdaq Capital Market under the symbol 'TLIH'. This marks the company's initial public offering, as it has never had a public market for its shares. The company is classified as an 'Emerging Growth Company' and conducts operations through wholly-owned subsidiaries in Singapore. Post-offering, Ten-League Corp will hold approximately 80.32% of the total shares, making the company a controlled entity. This offering includes substantial risks associated with investing, as outlined in the prospectus.
Additional details:
Offering Amount: 2240000
Shares Offered By Company: 1607840
Shares Offered By Selling Shareholders: 632160
Selling Shareholder Ten League Corp: 92160
Selling Shareholder Jules Verne: 540000
Initial Public Offering Price Range: US$4.00 - US$5.00
Anticipated Total Proceeds: US$10,080,000
Controlled Company Percentage: 80.32
Form Type: CORRESP
Filing Date: 2025-03-27
Corporate Action: Ipo
Type: Update
Accession Number: 000164117225000869
Filing Summary: Ten-League International Holdings Limited is filing a response to the SEC's comments regarding Amendment No. 10 to their Registration Statement on Form F-1, which was filed on March 17, 2025. The letter addresses the SEC's inquiries, including the status of the 'Certificate of Statutory Completion' and an update on the most recent fiscal year. The company has made revisions to the relevant disclosures in response to the SEC's comments, which are detailed on specific pages of the Registration Statement. The letter signifies the company's ongoing efforts to comply with SEC requirements as part of its IPO process, indicating the company's readiness for public offering and the steps taken to ensure transparency and regulatory compliance.
Additional details:
Amendment No: 10
Registration Statement Type: Form F-1
Staff Comments Date: 2025-03-26
Company Response: revised the disclosure for the comments received.
Form Type: CORRESP
Filing Date: 2025-03-27
Corporate Action: Ipo
Type: New
Accession Number: 000164117225001015
Filing Summary: Ten-League International Holdings Limited has submitted a request to the Securities and Exchange Commission to expedite the effectiveness of its Registration Statement on Form F-1, aiming for an effective date of March 28, 2025, at 3:00 p.m. Eastern Time. This request is filed under Rule 461 of the General Rules and Regulations of the Securities Act of 1933. The company indicates it will promptly notify the SEC of any changes to this acceleration request. Furthermore, it notes that the underwriters' representatives are supportive of this acceleration request and have submitted a separate letter to the SEC. The request mentions direct contact with Ms. Louise Liu from the legal firm Morgan, Lewis & Bockius for any inquiries related to this request.
Additional details:
Filing Type: CORRESP
Registration Statement: Form F-1
Effective Date: 2025-03-28T15:00:00Z
Contact Name: Louise Liu
Contact Phone: +852.3551.8688
Contact Email: [email protected]
Form Type: CORRESP
Filing Date: 2025-03-27
Corporate Action: Ipo
Type: New
Accession Number: 000164117225001016
Filing Summary: Ten-League International Holdings Limited has filed a request for the acceleration of the effectiveness of its Registration Statement on Form F-1, which pertains to a public offering of its ordinary shares. The Registration Statement, identified as File No. 333-275240, is intended to be declared effective on March 28, 2025, at 3:00 p.m. Eastern Time. The underwriter, Bancroft Capital, LLC, has acknowledged its obligations under the Securities Act and is prepared to distribute preliminary prospectus copies to underwriters expected to participate in the offering. The filing notes compliance with various securities regulations, ensuring that all participating dealers will adhere to stipulated rules in connection with the offering.
Additional details:
Registration Statement: Form F-1
Registration Statement File No: 333-275240
Effective Date: 2025-03-28
Offering Price: US$0.000025
Form Type: F-1/A
Filing Date: 2025-03-27
Corporate Action: Ipo
Type: New
Accession Number: 000164117225000868
Filing Summary: Ten-League International Holdings Limited is conducting an initial public offering of its ordinary shares, with approximately 2,240,000 ordinary shares being offered. The company is offering 1,607,840 ordinary shares, while selling shareholders Ten-League Corp and Jules Verne will offer 632,160 ordinary shares. The anticipated initial public offering price is set between US$4.00 and US$5.00 per share, with the IPO price assumed at US$4.50. The offering is contingent upon the successful listing of shares on the Nasdaq Capital Market under the symbol 'TLIH'. This IPO is designed to provide investors with a stake in a company that operates through wholly-owned subsidiaries and engages in heavy equipment provision, rental services, and engineering consultancy. The company emphasizes its market position and strong relationships with suppliers, although it acknowledges the risks associated with reliance on key suppliers and the competitiveness of its operational environment. Additionally, the document outlines various risks associated with investment, including dependency on key management, competition, and market conditions.
Additional details:
Initial Public Offering Price: 4.50
Total Proceeds To Company Before Expenses: 7235280
Total Proceeds To Selling Shareholders Before Expenses: 2844720
Offering Amount: 2240000
Shares Selling Shareholders: 632160
Total Ordinary Shares After Offering: 29404342
Controlled Company Percentage: 80.32
Form Type: F-1/A
Filing Date: 2025-03-17
Corporate Action: Ipo
Type: New
Accession Number: 000149315225010443
Filing Summary: Ten-League International Holdings Limited filed an amendment to its F-1 registration statement with the Securities and Exchange Commission for an initial public offering (IPO) of its ordinary shares. The company is offering 2,240,000 ordinary shares, consisting of 1,607,840 shares from the company and 632,160 shares from selling shareholders. The anticipated price range for the shares is between US$4.00 and US$5.00, with expected total proceeds of approximately US$10,080,000. The shares will be listed on Nasdaq Capital Market under the symbol 'TLIH'. As a controlled company, Ten-League Corp will own approximately 80.32% of the shares post-offering, allowing it significant control over company decisions. The document outlines the company's risks and operational strategies, including its mission to provide heavy equipment and engineering solutions and its plans for expansion and environmental sustainability. It identifies dependencies on key suppliers and the competitive market landscape, along with the potential risks involved in the investment.
Additional details:
Address: c/o 7 Tuas Avenue 2, Singapore 639447
Underwriter: Bancroft Capital, LLC
Offering Size: 2,240,000 ordinary shares
Price Range: US$4.00 - US$5.00
Control Company: Ten-League Corp
Symbol: TLIH
Total Proceeds: US$10,080,000
Shares Sold By Company: 1,607,840
Shares Sold By Selling Shareholders: 632,160
Selling Shareholders: Ten-League Corp, Jules Verne
Percentage Owned After Offering: 80.32%
Business Segments: Equipment Sales, Equipment Rental, Engineering Consultancy
Form Type: CORRESP
Filing Date: 2024-11-07
Corporate Action: Ipo
Type: Update
Accession Number: 000149315224043932
Filing Summary: Ten-League International Holdings Limited submitted a response to the SEC regarding comments on Amendment No. 8 to their Registration Statement on Form F-1, filed on October 25, 2024. The company is preparing for a proposed offering and plans to launch the road show soon, contingent on market conditions. The document includes detailed responses to SEC's comments, particularly addressing the material tax considerations related to the offering, revising counsel's opinion to specifically address tax consequences rather than descriptions in the prospectus. The submission highlights the importance of timely assistance from SEC staff to maintain the proposed offering timetable.
Additional details:
Writer Direct Line: +852.3551.8688
Writer Email: [email protected]
Registration Statement Filing Date: 2024-10-25
Amendment Number: 8
Form Type: CORRESP
Filing Date: 2024-07-15
Corporate Action: Ipo
Type: New
Accession Number: 000149315224027832
Filing Summary: On July 15, 2024, Ten-League International Holdings Limited filed a response to the SEC's comments on Amendment No. 5 of its Registration Statement on Form F-1, initially filed on June 4, 2024. The letter outlines the company's intent to proceed with its proposed IPO roadshow, subject to favorable market conditions. It addresses specific SEC comments regarding capitalization, liquidity, accounts receivable management, and shareholder disclosures left unaddressed in the previous filings. The company revised its disclosure in multiple sections of the Registration Statement to ensure compliance and clarity as it prepares for its offering.
Additional details:
Staff Comments: Response to SEC comments regarding capitalization and liquidity issues noted in the registration statement.
Revisions In Registration Statement: Disclosure revisions made on pages 36 and 52 to clarify capitalization and accounts receivable details.
Contact Name: Louise Liu
Contact Email: [email protected]
Roadshow Timing: Plans to launch roadshow as soon as possible.
Form Type: CORRESP
Filing Date: 2023-11-17
Corporate Action: Ipo
Type: New
Accession Number: 000149315223041886
Filing Summary: Ten-League International Holdings Limited has submitted responses to comments from the SEC regarding its registration statement on Form F-1, filed initially on November 1, 2023. The document emphasizes the company's intention to proceed with a firm commitment underwritten initial public offering (IPO) while also registering certain shareholders' ordinary shares for resale. The company aims to launch a road show for the IPO as soon as market conditions allow. Specific comments from the SEC and corresponding responses by the company are detailed, addressing disclosures regarding the offering and the impact of economic conditions on revenue. The company has made revisions to clarify the roles of various shareholders in the offering prospectus and to update risk disclosures related to revenue declines attributed to economic factors.
Additional details:
Registration Statement File No: 333-275240
Amendment No: 1
Contact Person: Louise L. Liu
Contact Email: [email protected]
Phone Contact: +852.3551.8688
Form Type: CORRESP
Filing Date: 2023-10-31
Corporate Action: Ipo
Type: New
Accession Number: 000149315223038924
Filing Summary: Ten-League International Holdings Limited is filing a registration statement on Form F-1 with the SEC to initiate an initial public offering (IPO). The company indicates plans to begin its road show for the proposed offering subject to market conditions, with a timeline suggesting it would begin no earlier than 15 days following the date of the correspondence on October 31, 2023. The filing was made by legal representatives from Morgan, Lewis & Bockius, expressing the company's request for the SEC's timely assistance to adhere to the proposed timeline.
Additional details:
Writer Email: [email protected]
Writer Direct Line: +852.3551.8688
Company Address: 19th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong
Registration Statement Type: Form F-1
Contact Person: Louise L. Liu
Law Firm Name: Morgan, Lewis & Bockius
Company Name: Ten-League International Holdings Limited
Form Type: DRSLTR
Filing Date: 2023-08-11
Corporate Action: Ipo
Type: Update
Accession Number: 000149315223027924
Filing Summary: On August 11, 2023, Ten-League International Holdings Limited responded to comments from the SEC regarding its draft registration statement on Form F-1, originally submitted on July 7, 2023. The company addressed various feedback points concerning governance, reporting requirements, and operational risks. Key revisions include clarifying that Mr. Lim controls Ten-League Corp, which owns a significant portion of shares, thus influencing shareholder decisions. The company also expanded its disclosures on risks associated with reliance on a major supplier from China, including potential supply chain disruptions and inflationary pressures. Additional clarifications were made regarding predecessor entities and management's experience in compliance. The company confirmed no acquisition targets have been identified for the use of proceeds from the IPO, which aims to use approximately 15% for strategic acquisitions and investments. Requests for additional information related to operational impacts due to the pandemic and clarification on internal control assessments were also addressed, indicating no current negative impacts on sales volumes despite rising interest rates.
Additional details:
Page Number: 1
Comment: Mr. Lim controls Ten-League Corp and will have the ability to determine all matters requiring approval by stockholders.
Page Number: 4
Comment: Legal and operational risks associated with reliance on a major supplier from China have been disclosed.
Page Number: 10
Comment: Risks of dependency on a major supplier and potential supply chain disruptions have been clarified.
Page Number: 20
Comment: Recent inflationary pressures and their impact on operations have been addressed.
Page Number: 35
Comment: No acquisition target has been identified yet for the use of proceeds.
Page Number: 42
Comment: Management confirmed that increased interest rates have not materially impacted sales.
Page Number: 70
Comment: Details regarding foreign workers and dependency ceiling ratios were provided.
Page Number: 104
Comment: Clarifications were made regarding executive biographies.
Form Type: DRSLTR
Filing Date: 2023-07-07
Corporate Action: Ipo
Type: New
Accession Number: 000149315223023913
Filing Summary: Ten-League International Holdings Limited submits a confidential Draft Registration Statement on Form F-1 for a proposed initial public offering (IPO) of its ordinary shares in the United States. The submission is made pursuant to the Jumpstart Our Business Startups Act for confidential review by the Securities and Exchange Commission. The company confirms its status as an emerging growth company, stating that its securities have not been previously sold under an effective registration statement. The draft includes audited consolidated financial statements for the years ended December 31, 2021 and 2022, with plans to amend it to include interim financial statements as required prior to public filing.
Additional details:
Counsel: Louise L. Liu
Contact Phone: +852.3551.8500
Email: [email protected]
Address: Suites 1902-09, 19th Floor Edinburgh Tower, The Landmark 15 Queen's Road Central Hong Kong
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