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1、F-1/A 1 ea0205535-13.htm REGISTRATION STATEMENTAs filed with theSecuritiesandExchangeCommissiononJanuary 16,2025.Registration No.333-282786UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Amendment No.2 toFormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Kandal M Ventur
2、e Limited(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)Cayman Islands 3100 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification
3、 Number)Padachi Village,Prek Ho Commune,Takhmao Town,Kandal Province,Kingdom ofCambodia+855-23425205(Address,includingzipcode,andtelephonenumber,includingareacode,ofprincipalexecutive_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168+1800-221-0102(Name,address,including zip code,
4、and telephone number,including area code,ofagent for service)_With a Copy to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHongKong SARTelephone:+1 3107285129 Mark E.Crone,Esq.The Crone Law Group,P.C.420 Lexington Ave,Suite 2446New York,NY 10170Telephone:+1 646-861
5、-7891_Approximate date of commencement of proposed sale to public:As soon as practicableafter this Registration Statement becomes effective.If any of the securities being registered on this form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Act,as amended
6、,check the followingbox.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this
7、 Form is a post-effective amendment filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to
8、 Rule 462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securitie
9、s Act:Emerging growthcompanyIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided purs
10、uant toSection7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date
11、 or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section8(a)of the Securities Act,as amended,or until the registration statement s
12、hall become effective on such dateas the U.S.Securities and Exchange Commission,acting pursuant to suchSection8(a),may determine.Table of ContentsEXPLANATORY NOTEThis Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the initia
13、l publicoffering of Class A ordinary shares(the“Class A Ordinary Shares”)of theregistrant,consisting of 2,100,000 Class A Ordinary Shares to be offered bythe Company,and an aggregate of 656,250 Class A Ordinary Shares to beoffered by the Selling Shareholders,(the“Public Offering Prospectus”)through
14、the underwriters named in the Underwriting section of the PublicOffering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the ResaleShareholder set forth therein of 968,750 Class A Ordinary Shares of theRegistrant(the“Resale Prospectus”).The Resale Prospectus is substantively i
15、dentical to the Public OfferingProspectus,except for the following principal points:they contain different outside and inside front covers and back covers;they contain different offering sections in the Prospectus Summary sectionbeginning on page Alt-1;they contain different Use of Proceeds sections
16、 on page Alt-15;a Resale Shareholder section is included in the Resale Prospectus;a Resale Shareholder Plan of Distribution is inserted;andthe Legal Matters section in the Resale Prospectus on page Alt-19 deletesthe reference to counsel for the underwriter.The Registrant has included in this Registr
17、ation Statement a set of alternatepages after the back cover page of the Public Offering Prospectus(the“AlternatePages”)to reflect the foregoing differences in the Resale Prospectus as compared tothe Public Offering Prospectus.The Public Offering Prospectus will exclude theAlternate Pages and will b
18、e used for the public offering by the Registrant.TheResale Prospectus will be substantively identical to the Public Offering Prospectusexcept for the addition or substitution of the Alternate Pages and will be used forthe resale offering by the Resale Shareholder.Table of ContentsThe information in
19、this prospectus is not complete and may be changed.Weand the Selling Shareholders may not sell these securities until theregistration statement filed with the U.S.Securities and ExchangeCommission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer
20、to buy these securities in anyjurisdiction where the offer or sale is not permitted.PRELIMINARYPROSPECTUS SUBJECT TO COMPLETION,DATED JANUARY 16,20252,100,000ClassA Ordinary Sharesand656,250 Class A Ordinary Shares offered by the SellingShareholdersKandal M Venture LimitedThis is the initial public
21、offering of the ClassA Ordinary Shares,par valueUS$0.00001 per share of Kandal M Venture Limited.We and the Selling Shareholders areoffering 2,100,000 and 656,250 Class A Ordinary Shares of KMV,representingapproximately 11.60%and 3.63%of the issued and outstanding ordinary shares,parvalue US$0.00001
22、 per share,respectively,of KMV following completion of thisoffering and the sale of our Class A Ordinary Shares by the Resale Shareholderpursuant to the Resale Prospectus,assuming the underwriters do not exercise theirover-allotment option.We will not receive any proceeds from the sale of the Ordina
23、ryShares to be sold by the Selling Shareholders.Following the offering,20.58%of theissued and outstanding Ordinary Shares will be held by public shareholders,assumingthe underwriters do not exercise their over-allotment option.This registration statement also contains a resale prospectus,pursuant to
24、 whichthe selling shareholder(the“Resale Shareholder”)is offering 968,750 Class AOrdinary Shares,or the Resale Offering,to be sold in one or more transactions thatmay take place in ordinary brokers transactions,privately negotiated transactionsor through sales to one or more dealers for resale of su
25、ch securities as principalsafter the trading of our Ordinary Shares on the Nasdaq begins.We will not receiveany proceeds from the sale of the Class A Ordinary Shares to be sold by the ResaleShareholder.No sales of the Class A Ordinary Shares covered by the Resale Prospectusshall occur until the Ordi
26、nary Shares sold in our IPO begin trading on the Nasdaq.The Class A Ordinary Shares registered for resale as part of the ResaleProspectus,once registered,will constitute a considerable percentage of our publicfloat.The sales of a substantial number of registered shares could result in asignificant d
27、ecline in the public trading price of our Class A Ordinary Shares andcould impair our ability to raise capital through the sale or issuance of additionalClass A Ordinary Shares.We are unable to predict the effect that such sales may haveon the prevailing market price of our Class A Ordinary Shares.D
28、espite such a declinein the public trading price,the Resale Shareholder may still experience a positiverate of return on the Ordinary Shares due to the lower price that it purchased theOrdinary Shares compared to other public investors and may be incentivized to sellits Class A Ordinary Shares when
29、others are not.See“Risk Factors The futuresales of Ordinary Shares by existing shareholders,including the sales pursuant tothe Resale Prospectus,may adversely affect the market price of our OrdinaryShares.”Prior to this offering,there has been no public market for our ClassA OrdinaryShares.The offer
30、ing price of our Class A Ordinary Shares in this offering isexpected to be between US$4 and US$5 per share.We intend to apply to list ourClassA Ordinary Shares on the Nasdaq Capital Market under the symbol“FMFC”.Thereis no assurance that our listing application will be approved by the Nasdaq Capital
31、Market,and if our application is not approved by the Nasdaq Capital Market,thisinitial public offering will be terminated.No sales of the Class A Ordinary Sharescovered by the Resale Prospectus shall occur until the Ordinary Shares sold in ourIPO begin trading on the Nasdaq.We have a dual-class voti
32、ng structure consisting of Class A Ordinary Shares andClass B Ordinary Shares.Based on our dual-class voting structure,holders of Class AOrdinary Shares will be entitled to one(1)vote per share in respect of mattersrequiring the votes of shareholders,while holders of Class B Ordinary Shares will bee
33、ntitled to twenty(20)votes per share.Due to the disparate voting powersassociated with our two classes of ordinary shares,DMD Venture Limited,ourcontrolling shareholder(the“Controlling Shareholder”)will beneficially ownapproximately 88.2%of the aggregate voting power of our Company immediatelyfollow
34、ing the completion of this offering and the sale of our Class A Ordinary Sharesby the Resale Shareholder pursuant to the Resale Prospectus,assuming that theunderwriters do not exercise their over-allotment option.See“RiskFactorsRisks Related to our Class A Ordinary SharesOur dual-class votingstructu
35、re will limit your ability to influence corporate matters and could discourageothers from pursuing any change of control transactions that holders of our Class AOrdinary Shares may view as beneficial.”Table of ContentsWe will be a“controlled company”as defined under the Nasdaq Stock MarketRules beca
36、use,immediately after the completion of this offering and the sale of ourClass A Ordinary Shares by the Resale Shareholder pursuant to the Resale Prospectus,our Controlling Shareholder,will own 6,235,000 Class A Ordinary Shares and3,000,000 ClassB Ordinary Shares,being 51.02%of our total issued and
37、outstandingOrdinary Shares and representing approximately 88.2%of the total voting power,assuming that the underwriters do not exercise their over-allotment option,and mayhave the ability to determine matters requiring approval by shareholders.As aresult,our Controlling Shareholder will have the abi
38、lity to control the outcome ofcertain matters submitted to shareholders for approval through its controllingownership of the Company,such as the election of directors,amendments to ourorganizational documents and any merger,consolidation,sale of all or substantiallyall of our assets or other major c
39、orporate transactions.See“Risk FactorsRisksRelated to our Class A Ordinary Shares Our Controlling Shareholder hassignificant voting power and may take actions that may not be in the best interestsof our other shareholders”for further information.However,even if we are deemedas a“controlled company,”
40、we do not intend to avail ourselves of the corporategovernance exemptions afforded to a“controlled company”under the Nasdaq StockMarket Rules.See“Risk FactorsRisks Related to our Corporate StructureWeare a“controlled company”within the meaning of the Nasdaq listing rules,and mayfollow certain exempt
41、ions from certain corporate governance requirements that couldadversely affect our public shareholders.”KMV is a holding company registered and incorporated in the Cayman Islands,andis not a Cambodian operating company.As a holding company with no materialoperations,we conduct our operations in Camb
42、odia through our operating subsidiary,FMF.This is an offering of the ClassA Ordinary Shares of KMV,the holding companyincorporated in the Cayman Islands,instead of shares of our operating subsidiary,FMF.You may never directly hold any equity interest in our operating subsidiary.Unless otherwise stat
43、ed,references to the“Company”,“Group”,“we”,“us”,and“our”in the prospectus are to KMV,the Cayman Islands entity that will issuethe ClassA Ordinary Shares being offered in this prospectus.References to“ouroperating subsidiary”and“operating subsidiary”refer to FMF.Although ourownership interest in FMF
44、is held through intermediate companies in the BritishVirgin Islands(the“BVI”)and Hong Kong,the structure under which we operateinvolves unique risks to investors.See“Risk Factors Risks Related to ourCorporate Structure”for further information.Investing in our Class A Ordinary Shares is highly specul
45、ative andinvolves a high degree of risk.Before buying any shares,you shouldcarefully read the discussion of material risks of investing in ourClassA Ordinary Shares in“Risk Factors”beginning on page 18 of thisprospectus.We are both an“emerging growth company”and a“foreign privateissuer”as defined un
46、der the federal securities laws and,as such,will besubject to reduced public company reporting requirements.See“ProspectusSummary Implications of Being an Emerging Growth Company”and“Prospectus Summary Implications of Being a Foreign Private Issuer”for additional information.Neither the U.S.Securiti
47、es and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.Per Share Total(2)Initial public offering price US$4.5(3)US$9,450,000(4)Underwriti
48、ng discounts(1)US$0.315 US$661,500Proceeds,before expenses,to us US$4.185 US$8,788,500_(1)Represents underwriting discounts equal to 7%per ClassA Ordinary Share.(2)Assumes that the underwriters do not exercise any portion of their over-allotment option.(3)Based on an assumed initial public offering
49、price of$4.5 per Share,the mid-point of theestimated range of the initial public offering price shown on the cover page of thisprospectus.Table of ContentsWe expect our total cash expenses for this offering to be approximatelyUS$1,530,675,exclusive of the underwriting discounts and non-accountable e
50、xpenseallowance.In addition,we will pay additional items of value in connection with thisoffering that are viewed by the Financial Industry Regulatory Authority,or FINRA,asunderwriting compensation.These payments will further reduce proceeds available tous before expenses.See“Underwriting”for furthe
51、r information.This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares if any such shares are taken.We andthe Selling Shareholders have granted the underwriters an option for a period offorty-five(45)days after the closing of thi
52、s offering to purchase up to 15%of thetotal number of our ClassA Ordinary Shares offered by us pursuant to this offering(excluding shares subject to this option and the 656,250 Class A Ordinary Sharesoffered by the Selling Shareholders),solely for the purpose of covering over-allotments,at the initi
53、al public offering price less the underwriting discounts.Ifthe underwriters exercise the option in full,the total underwriting discountspayable will be US$760,725 based on an assumed initial public offering price ofUS$4.5 per ClassA Ordinary Share(the midpoint of the price range set forth on thecove
54、r page of this prospectus),and the total gross proceeds to us,beforeunderwriting discounts and expenses,will be US$10,867,500.If we complete this offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliver the ClassA Ordinary Shares against paymentas set forth
55、 under“Underwriting”on or about,2025.Dominari Securities LLC Revere SecuritiesLLCThe date of this prospectus is,2025.Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Enforcement of Civil Liabilities 15Risk Factors 18Special Note Regarding Forward-Looking Statements 41Industry and Market Da
56、ta 42Use of Proceeds 46Dividend Policy 47Capitalization 49Dilution 50Corporate History and Structure 51Managements Discussion and Analysis of Financial Condition and Results ofOperations 53Business 71Regulations 83Management 108Related Party Transactions 115Principal Shareholders and the Selling Sha
57、reholders 116Description of Share 118Shares Eligible for Future Sale 128Material Income Tax Considerations 131Underwriting 137Expenses Related to this Offering 142Legal Matters 143Experts 143Where You Can Find Additional Information 143Index to Consolidated Financial Statements F-1We are responsible
58、 for the information contained in this prospectus andany free writing prospectus we prepare or authorize.We,the SellingShareholders and the Resale Shareholder have not,and the underwriters havenot,authorized anyone to provide you with different information,and weand the underwriters take no responsi
59、bility for any other informationothers may give you.We are not,and the underwriters are not,making anoffer to sell our Class A Ordinary Shares in any jurisdiction where theoffer or sale is not permitted.You should not assume that the informationcontained in this prospectus is accurate as of any date
60、 other than the dateon the front cover of this prospectus,regardless of the time of deliveryof this prospectus or the sale of any ClassA Ordinary Shares.For investors outside the United States:Neither we,the SellingShareholders and the Resale Shareholder nor the underwriters have doneanything that w
61、ould permit this offering and Resale Offering or possessionor distribution of this prospectus in any jurisdiction,other than theUnitedStates,where action for that purpose is required.Persons outsidethe UnitedStates who come into possession of this prospectus must informthemselves about,and observe a
62、ny restrictions relating to,the offeringand Resale Offering of the ClassA Ordinary Shares and the distribution ofthis prospectus outside the UnitedStates.We are registered and incorporated in the Cayman Islands as an exemptedcompany with limited liability and a majority of our outstanding securities
63、are owned by non-U.S.residents.Under the rules of the U.S.Securitiesand Exchange Commission,or the SEC,we currently qualify for treatment asa“foreign private issuer.”As a foreign private issuer,we will not berequired to file periodic reports and financial statements with theU.S.Securities and Exchan
64、ge Commission,or the SEC,as frequently or aspromptly as domestic registrants whose securities are registered under theSecurities ExchangeActof1934,as amended,or the ExchangeAct.iTable of ContentsUntil and including,2025(twenty-five(25)days after the dateof this prospectus),all dealers that buy,sell
65、or trade our Class AOrdinary Shares,whether or not participating in this offering,may berequired to deliver a prospectus.This delivery requirement is in additionto the obligation of dealers to deliver a prospectus when acting asunderwriters and with respect to their unsold allotments or subscription
66、s.We obtained statistical data,market data and other industry data andforecasts used in this prospectus from market research,publicly availableinformation and industry publications.Industry publications,research,surveys,studies and forecasts generally state that the information theycontain has been
67、obtained from sources believed to be reliable,but theaccuracy and completeness of such information is not guaranteed.Forecastsand other forward-looking information obtained from these sources aresubject to the same qualifications and uncertainties as the other forward-looking statements in this pros
68、pectus,and to risks,due to a variety offactors,including those described under“Risk Factors”.These and otherfactors could cause results to differ materially from those expressed inthese forecasts and other forward-looking information.iiTable of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless
69、 otherwise indicated or the context otherwise requires,all references inthis prospectus to:“Articles”or“Articles of Association”are to the second amended andrestated articles of association of our Company adopted on,with effectimmediately prior to the completion of this offering and as amended,suppl
70、emented and/or otherwise modified from time to time;“BVI”is to the British Virgin Islands;“BVI Act”is to the BVI Business Companies Act as amended,supplemented orotherwise modified from time to time;“Cambodia”is to the Kingdom of Cambodia;“Cambodia Factory”is to the production site of FMF located in
71、 KandalProvince,Cambodia;“Cambodian Government”is to the Royal Government of Cambodia;“ClassA Ordinary Shares”are to the ClassA ordinary shares with a parvalue of US$0.00001 each of KMV;“ClassB Ordinary Shares”are to the ClassB ordinary shares with a parvalue of US$0.00001 each of KMV;“Companies Act
72、”is to the Companies Act(As Revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time;“Controlling Shareholder”is to DMD Venture Limited,which beneficiallyowns an aggregate of 9,235,000 Ordinary Shares,including 6,235,000 ClassAOrdinary Shares and 3,000,000 ClassB
73、Ordinary Shares,which will representapproximately 51.02%of the total issued and outstanding Ordinary Shares,representing approximately 88.2%of the total voting power,immediatelyafter the completion of this offering and the sale of our Class A OrdinaryShares by the Resale Shareholder pursuant to the
74、Resale Prospectus,assumingthe underwriters do not exercise their over-allotment option;“COVID-19”is to the Coronavirus Disease 2019;“EUR”is to Euro,the legal currency of the European Union;“Exchange Act”is to the U.S.Securities Exchange Act of 1934,asamended;“FMF”is to FMF Manufacturing Co.,Ltd.,a c
75、ompany established in Cambodiawith limited liability,a direct wholly-owned subsidiary of PFL and anindirect wholly-owned subsidiary of KMV and PMV;“HKD”or“HK$”are to the legal currency of Hong Kong;“Hong Kong”is to the Hong Kong Special Administrative Region of thePRC;“IPO”is to an initial public of
76、fering of securities;“KHR”is to Riel,the legal currency of Cambodia;“Mainland China”is to the mainland of the Peoples Republic of China,excluding for the purpose of this prospectus only,HongKong and Macau,andTaiwan;“Memorandum”or“Memorandum of Association”is to the amended andrestated memorandum of
77、association of our Company adopted on March21,2024as amended,supplemented and/or otherwise modified from time to time;“Ordinary Shares”or“Shares”are to the ClassA Ordinary Shares and theClassB Ordinary Shares;“our operating subsidiary”or“operating subsidiary”is to FMF;“PFL”is to Prospect Focus Limit
78、ed,a company incorporated in HongKongwith limited liability,a direct wholly-owned subsidiary of PMV and anindirect wholly-owned subsidiary of KMV;iiiTable of Contents“PMV”is to Padachi M Venture Limited,a company incorporated in the BVIwith limited liability,a direct wholly-owned subsidiary of KMV;“
79、PRC”or“China”is to the Peoples Republic of China,including,forthe purpose of this prospectus,the special administrative regions ofHongKong and Macau;“Resale Offering”is to the resale of 968,750 Class A Ordinary Shares bythe Resale Shareholder named in this prospectus“Resale Shareholder”is to DMD Ven
80、ture Limited,the Resale Shareholderselling its Class A Ordinary Shares pursuant to the Resale Prospectus;“RMB”are to Renminbi,the legal currency of Mainland China;“Securities Act”is to the U.S.Securities Actof1933,as amended;“Selling Shareholders”are to DMD Venture Limited and Kim Sun Chan,thesellin
81、g shareholders selling their Class A Ordinary Shares pursuant to thisprospectus;“US”is to the United States;“U.S.dollars”or“US$”or“dollars”or“USD”are to the legalcurrency of the UnitedStates;“we”,“us”,“our”,“our Company”,the“Company”,“our Group”,the“Group”,or“KMV”in this prospectus are to Kandal M V
82、enture Limited,anexempted company incorporated in the Cayman Islands with limited liabilityunder the Companies Act on January16,2024,that will issue the ClassAOrdinary Shares being offered;and“WTO”is to World Trade Organization.We have made rounding adjustments to some of the figures included in thi
83、sprospectus.Accordingly,numerical figures shown as totals in some tables may not bean arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectusassumes no exercise by the underwriters of their over-allotment option.KMV is a hold
84、ing company registered and incorporated in the Cayman Islands withoperations conducted in Cambodia through its operating subsidiary,FMF.KMVsreporting currency is USD.KMVs fiscal year ends on March31.References to a particular“fiscal year”are to our fiscal year ended March 31 of that calendar year.Re
85、ferences to aparticular“year”are also to our fiscal year ended March31 of that calendar yearunless the text indicates otherwise.ivTable of ContentsINDUSTRY AND MARKET DATAWe obtained certain industry,market and competitive position data in thisprospectus from our own internal estimates,surveys and r
86、esearch and from publiclyavailable information,including industry and general publications and research,surveys and studies conducted by third parties,such as reports by private entities.None of these private entities are affiliated with our Company,and the informationcontained in this report has no
87、t been reviewed or endorsed by any of them.Industry publications,research,surveys,studies and forecasts generally statethat the information they contain has been obtained from sources believed to bereliable but that the accuracy and completeness of such information is notguaranteed.Forecasts and oth
88、er forward-looking information obtained from thesesources are subject to the same qualifications and uncertainties as the otherforward-looking statements in this prospectus.These forecasts and forward-lookinginformation are subject to uncertainty and risk due to a variety of factors,including those
89、described under“Risk Factors”.These and other factors could causeresults to differ materially from those expressed in the forecasts or estimates fromindependent third parties and us.TRADEMARKS,SERVICE MARKS,AND TRADE NAMESSolely for convenience,the trademarks,service marks,and trade names referredto
90、 in this prospectus are without the and TM symbols,but such references are notintended to indicate,in any way,that we will not assert,to the fullest extentunder applicable law,our rights or the rights of the applicable licensors to thesetrademarks,service marks and trade names.This prospectus contai
91、ns additionaltrademarks,service marks,and trade names of others,which are the property of theirrespective owners.We do not intend our use or display of other companiestrademarks,service marks,or trade names to imply a relationship with,orendorsement or sponsorship of us by,any other companies.vTable
92、 of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in thisprospectus and does not contain all of the information you should consider beforeinvesting in our ClassA Ordinary Shares.You should read the entire prospectuscarefully,including“Risk Factors”,“Manag
93、ements Discussion and Analysis ofFinancial Condition and Results of Operations,”and our consolidated financialstatements and the related notes thereto,in each case included in this prospectus.Unless the context otherwise requires,all references in this prospectus to“we”,“us”,“our”,“our Group”,“our C
94、ompany”,and“KMV”refer to Kandal MVenture Limited.You should carefully consider,among other things,the mattersdiscussed in the section of this prospectus titled“Business”before making aninvestment decision.OverviewThrough FMF,our operating subsidiary,we are a contract manufacturer ofaffordable luxury
95、 leather goods with our manufacturing operations in Cambodia.Weprimarily manufacture handbags,such as shoulder bag,crossbody bag,tote bag,backpack,top-handle handbag,satchel,and other smaller leather goods,such aswallets.Our customers are well-known global fashion brands that are headquarteredin the
96、 UnitedStates.With our craftsmanship and extensive knowledge of the leather goodsmanufacturing process,our product engineers convert our customers vision anddesign into leather goods products.Our products are primarily affordable luxuryproducts that are made of leather and/or other materials.Our Com
97、petitive StrengthsWe believe the following competitive strengths differentiate our operatingsubsidiary from its competitors:Having long-term and strong business relationships with renowned globalfashion brands but we cannot assure continued good relationships withthem,and they are not obligated in a
98、ny way to continue placing orderswith us at the same or increasing levels,or at all;Having long-term collaborative relationships with our suppliers but theirservices are susceptible to fluctuations in pricing,timing,and quality,and we have limited control over their operations and compliance withreg
99、ulations as we do not have long-term contracts with them;Having extensive understanding of leather goods manufacturing process,up-to-date machinery and efficient management resulting in competitivepricing while maintaining quality and high efficiency;andHaving experienced management team with extens
100、ive knowledge of the leathergoods manufacturing industry where we operate but we cannot assure theretention of key executives and personnel necessary to maintain or expandour business,and the loss of any member of our management team couldnegatively impact our business plan and expansion.Our Strateg
101、iesWe aim to accomplish our business objective,further strengthen our marketposition and continue to be a competitive manufacturer of leather goods by pursingthe following key strategies:Broadening our customer base by expanding our geographical market reach toother key markets,including the Europea
102、n markets but failure to implementthe growth strategy in a timely or commercially acceptable manner mayadversely affect our business growth and operating results;Enhancing our production capacity but failure to implement the growthstrategy in a timely or commercially acceptable manner may adverselya
103、ffect our business growth and operating results;andEstablishing a new design and development center for enhancing our productdevelopment capabilities but failure to implement the growth strategy in atimely or commercially acceptable manner may adversely affect our businessgrowth and operating result
104、s.Corporate History and StructureKMV is a holding company registered and incorporated in the Cayman Islands,andis not a Cambodian operating company.As a holding company with no materialoperations,we conduct our core business operations in Cambodia through ouroperating subsidiary,FMF.1Table of Conten
105、tsOn April 5,2017,FMF is the Groups key operating subsidiary and wasestablished under the laws of Cambodia to engage in the business of leather goodsmanufacturing.FMFs skilled craftsmanship and high-quality manufacturingcapabilities are the cornerstones of the Groups operations and reputation,allowi
106、ng us to attract business from leading global brands.Customers issue lettersof authorization directly to FMF which grant FMF the right to produce and exportleather goods using their trademarks,and they frequently visit the production siteof FMF located in Cambodia to inspect orders and conduct quali
107、ty checks.PFL wasincorporated under the laws of HongKong on November3,2016 as a trading companyfor the Groups material procurement and customer invoicing.On January16,2024,KMV was incorporated under the laws of the Cayman Islandsas an exempted company with limited liability and as a holding company.
108、OnJanuary 29,2024,PMV was incorporated under the laws of the BVI as a holdingcompany with KMV as its sole shareholder.As part of the reorganization,on May 29,2024,PMV acquired the entire issued share capital of PFL,following which PFL waswholly-owned by PMV,and FMF was indirectly wholly-owned by PMV
109、 and KMV.The chart below illustrates our corporate structure and identify oursubsidiaries as of the date of this prospectus and upon completion of this offeringand the sale of our Class A Ordinary Shares by the Resale Shareholder pursuant tothe Resale Prospectus,assuming the underwriters do not exer
110、cise their over-allotment option:The Controlling Shareholder will hold 3,000,000 Class B Ordinary Shares and6,235,000 Class A Ordinary Shares,respectively,representing approximately 51.02%of the total issued and outstanding Ordinary Shares and approximately 88.2%of thetotal voting power,immediately
111、after the completion of this offering and the saleof our Class A Ordinary Shares by the Resale Shareholder pursuant to the ResaleProspectus,assuming the underwriters do not exercise their over-allotment option.We will be a“controlled company”as defined under the Nasdaq Stock Market Rulesbecause,imme
112、diately after the completion of this offering and the sale of ourClass A Ordinary Shares by the2Table of ContentsResale Shareholder pursuant to the Resale Prospectus,our Controlling Shareholder,will own approximately 51.02%of our total issued and outstanding Ordinary Shares,representing approximatel
113、y 88.2%of the total voting power,assuming that theunderwriters do not exercise their over-allotment option,and may have the abilityto determine matters requiring approval by shareholders.Investors are purchasing securities of our holding company,KMV,instead ofsecurities of our operating subsidiary,t
114、hrough which our operations are conducted.Transfers of Cash to and from Our SubsidiariesAs part of our cash management policies and procedures,our management monitorsthe cash position of our subsidiaries regularly and prepares budgets on a monthlybasis to ensure they have the necessary funds to fulf
115、il their obligations for theforeseeable future and to ensure adequate liquidity.In the event that there is aneed for cash or a potential liquidity issue,it will be reported to our chieffinancial officer and subject to approval by our board of directors.Cash is transferred through our organization in
116、 the following manner:(i)funds are transferred to FMF,our operating subsidiary in Cambodia,from KMV asneeded through our BVI and Hong Kong subsidiaries in the form of capitalcontributions or shareholder loans,as the case may be;and(ii)dividends or otherdistributions may be paid by FMF to KMV through
117、 our BVI and HongKong subsidiaries.For KMV to transfer cash to its subsidiaries,KMV is permitted under theCompanies Act,the Memorandum and the Articles to provide funding to itssubsidiaries incorporated in the BVI,Hong Kong and Cambodia through loans orcapital contributions.KMVs subsidiary incorpora
118、ted under the laws of the BVI,PMV,has the power and capacity under the laws of the BVI and its memorandum andarticles of association(as amended from time to time)to provide funding to itssubsidiaries incorporated in Hong Kong.PFL is permitted under the laws ofHongKong to provide funding to our Cambo
119、dian operating subsidiary,FMF.There are no statutory prohibitions in the Cayman Islands on the granting offinancial assistance by a company to another person for the purchase of,orsubscription for,its own,its holding companys or a subsidiarys shares.Therefore,a company may provide financial assistan
120、ce provided that the directorsof the company,when proposing to grant such financial assistance,discharge theirduties of care and act in good faith,for a proper purpose and in the interests ofthe company.Such assistance should be on an arms-length basis.The holders of ourOrdinary Shares are entitled
121、to such dividends as may be declared by our board ofdirectors.Our Memorandum and Articles provide that dividends may be declared andpaid out of profits of our Company,realized or unrealized,or from any reserve setaside from profits which our board of directors determines is no longer needed,ornot in
122、 the same amount.Dividends may also be declared and paid out of sharepremium account or any other fund or account which can be authorized for thispurpose in accordance with the Companies Act.Under the laws of the Cayman Islands,our Company may pay a dividend out of either profit or share premium acc
123、ount;provided that in no circumstances may a dividend be paid out of our share premiumif this would result in our Company being unable to pay its debts as they fall duein the ordinary course of business.The Cayman Islands does not impose awithholding tax on payments of dividends to shareholders.Unde
124、r the BVI Act,a BVI company may make a dividend distribution to itsshareholders if the directors are satisfied,on reasonable grounds,that such BVIcompany will,immediately after the distribution,satisfy the solvency test,meaning that the value of the companys assets exceeds its liabilities and thatsu
125、ch company is able to pay its debts as they fall due.According to the Companies Ordinance of HongKong,dividends could only bepaid by PFL out of its distributable profits(that is,accumulated realized profitsless accumulated realized losses)or other distributable reserves,as permittedunder HongKong la
126、w.Dividends cannot be paid out of share capital.There are norestrictions or limitation under the laws of HongKong imposed on the conversion ofHKD into foreign currencies and the remittance of currencies out of HongKong,northere is any restriction on foreign exchange to transfer cash between KMV and
127、itssubsidiaries,across borders and to U.S.investors,nor are there any restrictionsand limitations to distribute earnings from our business and subsidiaries to KMVand U.S.investors.Under the current practice of the Inland Revenue Department ofHongKong,no tax is payable in HongKong in respect of divid
128、ends paid by us.According to Article 157 of the Law on Commercial Enterprises of Cambodiapromulgated on June 19,2005 and as amended on January 29,2022(the“LCE”),subject to any restrictions contained in FMFs memorandum and articles ofassociation,the directors of FMF may declare dividends out of the c
129、ompanyssurplus or out of its net3Table of Contentsprofits.Article 119 of the LCE provides directors with the power to declaredividends in accordance with accounting principles and the terms of payment of eachclass of shares entitled to receive dividends.There are no further restrictionscontained in
130、FMFs memorandum and articles of association in relation to thedistribution of dividends.Nevertheless,FMF may not declare or pay a dividend if,as provided underArticle158 of the LCE,there are reasonable grounds for believing that the companyis,or after payment would be,unable to pay its liabilities a
131、s they become due,orthe realizable value of the companys assets would be less than the aggregate ofits liabilities and stated capital of all classes.Directors of FMF who vote for orconsent to a resolution authorizing dividend distributions contrary to theprovisions of the LCE will be jointly and sev
132、erally liable to restore to thecompany any amounts so distributed or paid and directors will be deemed to haveconsented to such resolution taken at the meeting unless their written dissent isincluded in the meeting minutes.Cambodia does not impose any foreign exchange control restrictions which woul
133、drestrict or prohibit the repatriation of funds by a Cambodian company out ofCambodia,including to pay dividends to its foreign shareholder(s),provided thatsuch transfer is made through an authorized intermediary and further complies withcapital maintenance rules and relevant taxation laws and regul
134、ations,as discussedin further details below.By virtue of the Law on Foreign Exchange dated August 22,1997(the“LFE”),a bank which holds a banking license issued by the National Bank of Cambodia(“NBC”)is deemed to be“permanently established”in Cambodia and is therebyconsidered an authorized intermedia
135、ry.Accordingly,FMF may freely remit andrepatriate funds overseas,including in the form of declaration of dividends toPFL,provided such remittance is made through a Cambodian-licensed bank.Under Article 26 of the Law on Taxation of Cambodia dated May 16,2023(“Cambodian Taxation Law”),dividend payment
136、s made by FMF to a non-residenttaxpayer,such as to its foreign shareholder,is subject to 14%withholding tax(“WHT”).This may be lowered where a Double Taxation Agreement(“DTA”)is ineffect.To date,Cambodia has DTAs in effect with Singapore,Mainland China,Brunei,Thailand,Vietnam,the Hong Kong Special A
137、dministrative Region,Indonesia,Malaysia,South Korea,the Macao Special Administrative Region and Turkey.As PFLis a legal entity incorporated in Hong Kong and thereby a tax resident of HongKong,the WHT on dividend payments made by FMF to PFL is reduced to 10%.Priorapproval from the General Department
138、of Taxation of Cambodia(“GDT”)is requiredto avail any DTA incentives.FMF is not required to formally report on any transactions involving thesending to,or receiving of funds from,abroad except where FMF makes an investmentabroad which is equal to or exceeds UnitedStates Dollars One Hundred Thousand(
139、USD100,000).This will be subject to prior declaration to NBC.Authorized intermediaries are required to provide periodic statements on theoutflows and inflows of capital occurring between Cambodia and the rest of theworld and are mandated to report any transfer amount which equals or exceedsUnitedSta
140、tes Dollars One Hundred Thousand(USD100,000)to NBC.In addition,anyindividual who transports into or out of Cambodia means of payment equal to orexceeding UnitedStates Dollars Ten Thousand(USD10,000)in foreign currencies orthe equivalent amount in domestic currencies shall declare such transfer to th
141、ecustoms officer at border crossings upon arrival in or departure from Cambodiawhich is thereafter reported to the NBC each month.See“Dividend Policy”,“Risk Factors Risks Related to Our CorporateStructureWe rely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash
142、and financing requirements,and any limitation on theability of our subsidiaries to make payments to us could have a material adverseeffect on our ability to conduct our business.”and“Consolidated Statements ofChanges in Equity”in the Report of Independent Registered Public Accounting Firmfor more in
143、formation.Other than the above,we did not adopt or maintain any cash management policiesand procedures dictating the amount of such funding or how funds are transferredand our subsidiaries have not experienced any difficulties or limitations on theirability to transfer cash between each other,to dis
144、tribute earnings from oursubsidiaries to KMV and to settle amounts owed under any applicable agreements asof the date of this prospectus.During the six months ended September 30,2024 and theyears ended March31,2024 and 2023,KMV did not declare or pay any dividends or distributions and therewas no tr
145、ansfer of assets among KMV and its subsidiaries.4Table of ContentsWe do not expect to pay dividends on our Shares in the foreseeable future.Wecurrently intend to retain all available funds and future earnings,if any,for theoperation and expansion of our operating subsidiarys business.Any futuredeter
146、mination related to our dividend policy will be made at the discretion of ourboard of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to theres
147、trictions contained in any future financing instruments.Enforcement of Civil LiabilitiesWe are incorporated under the laws of the Cayman Islands as an exempted companywith limited liability.Substantially all of our assets are located outside theUnited States.In addition,all of our directors and exec
148、utive officers arenationals or residents in Singapore,Cambodia or HongKong and substantially allof their assets are located outside the United States.As a result,it may bedifficult for you to effect service of process within the UnitedStates upon us orthese persons,or to enforce judgments obtained i
149、n U.S.courts against us or them,including judgments predicated upon the civil liability provisions of thesecurities laws of the UnitedStates or any state in the UnitedStates.It mayalso be difficult for you to enforce judgments obtained in U.S.courts based on thecivil liability provisions of the U.S.
150、federal securities laws against us and ourexecutive officers and directors.See“Risk Factors Risks Related to ourClassA Ordinary SharesYou may experience difficulties in effecting serviceof legal process,enforcing foreign judgments or bringing actions in Singapore,Cambodia or HongKong against us or o
151、ur directors named in the prospectus based onforeign laws.”for more information.We have appointed Cogency Global Inc.as our agent upon whom process may beserved in any action brought against us under the securities laws of theUnitedStates.Conyers Dill&Pearman,our counsel as to the laws of the Cayman
152、 Islands,hasadvised us that there is uncertainty as to whether the courts of the Cayman Islandswould(i)recognize or enforce judgments of UnitedStates courts obtained againstus or our directors or officers to impose liabilities predicated upon the civilliability provisions of the securities laws of t
153、he UnitedStates or any state inthe United States;or(ii)entertain original actions brought in the CaymanIslands against us or our directors or officers predicated upon the federalsecurities laws of the UnitedStates or the securities law of any state in theUnitedStates.We have been advised by Conyers
154、Dill&Pearman that although there is nostatutory enforcement in the Cayman Islands of judgments obtained in the federal orstate courts of the UnitedStates(and the Cayman Islands is not a party to anytreaties for the reciprocal enforcement or recognition of such judgments),thecourts of the Cayman Isla
155、nds would recognize as a valid judgment,a final andconclusive judgment in personam obtained in the federal or state courts in theUnitedStates under which a sum of money is payable(other than a sum of moneypayable in respect of multiple damages,taxes or other charges of a like nature orin respect of
156、a fine or other penalty)or,in certain circumstances,an in personamjudgment for non-monetary relief,and would give a judgment based thereon providedthat(a)such courts had proper jurisdiction over the parties subject to suchjudgment,(b)such courts did not contravene the rules of natural justice of the
157、Cayman Islands,(c)such judgment was not obtained by fraud,(d)the enforcementof the judgment would not be contrary to the public policy of the Cayman Islands,(e)no new admissible evidence relevant to the action is submitted prior to therendering of the judgment by the courts of the Cayman Islands and
158、(f)there is duecompliance with the correct procedures under the laws of the Cayman Islands.However,the Cayman Islands courts are unlikely to enforce a punitive judgment of aUnitedStates court predicated upon the civil liability provisions of the federalsecurities laws in the UnitedStates without ret
159、rial on the merits if such judgmentis determined by the courts of the Cayman Islands to give rise to obligations tomake payments that may be regarded as fines,penalties or punitive in nature.Because such a determination has not yet been made by a court of the CaymanIslands,it is uncertain whether su
160、ch civil liability judgements from U.S.courtswould be enforceable in the Cayman Islands.A Cayman Islands court may stayenforcement proceedings if concurrent proceedings are being brought elsewhere.Conyers Dill&Pearman,our counsel as to the laws of the BVI,has advised usthat there is uncertainty as t
161、o whether the courts of the BVI would(i)recognizeor enforce judgments of United States courts obtained against us or our directorsor officers to impose liabilities predicated upon the civil liability provisions ofthe securities laws of the United States or any state in the United States;or(ii)entert
162、ain original actions brought in the BVI against us or our directors orofficers predicated upon the federal securities laws of the United States or thesecurities law of any state in the United States.5Table of ContentsWe have been advised by Conyers Dill&Pearman that although there is nostatutory enf
163、orcement in the BVI of judgments obtained in the federal or statecourts of the United States(and the BVI is not a party to any treaties for thereciprocal enforcement or recognition of such judgments),the courts of the BVIwould recognize as a valid judgment,a final and conclusive judgment in personam
164、obtained in the federal or state courts in the United States under which a sum ofmoney is payable(other than a sum of money payable in respect of multiple damages,taxes or other charges of a like nature or in respect of a fine or other penalty)and would give a judgment based thereon provided that(a)
165、such courts had properjurisdiction over the parties subject to such judgment,(b)such courts did notcontravene the rules of natural justice of the BVI,(c)such judgment was notobtained by fraud,(d)the enforcement of the judgment would not be contrary to thepublic policy of the BVI,(e)no new admissible
166、 evidence relevant to the action issubmitted prior to the rendering of the judgment by the courts of the BVI and(f)there is due compliance with the correct procedures under the laws of the BVI.Hastings&Co.,our counsel as to the laws of HongKong,has advised us thatthere is uncertainty as to whether t
167、he courts of HongKong would(i)recognize orenforce judgments of UnitedStates courts obtained against us or our directors orofficers predicated upon the civil liability provisions of the securities laws ofthe UnitedStates or any state in the UnitedStates or(ii)entertain originalactions brought in Hong
168、Kong against us or our directors or officers predicatedupon the securities laws of the UnitedStates or any state in the UnitedStates.HongKong has no arrangement for the reciprocal enforcement of judgments withthe UnitedStates.As a result,there is uncertainty as to the enforceability inHong Kong,in o
169、riginal actions or in actions for enforcement,of judgments ofUnited States courts of civil liabilities predicated solely upon the federalsecurities laws of the United States or the securities laws of any state orterritory within the UnitedStates.A judgment of a court in the UnitedStatespredicated up
170、on U.S.federal or state securities laws may be enforced in HongKongat common law by bringing an action in a HongKong court on that judgment for theamount due thereunder,and then seeking summary judgment on the strength of theforeign judgment,provided that the foreign judgment,among other things,is(1
171、)for a debt or a definite sum of money(not being taxes or similar charges to aforeign government taxing authority or a fine or other penalty);and(2)final andconclusive on the merits of the claim,but not otherwise.Such a judgment may not,in any event,be so enforced in Hong Kong if(a)it was obtained b
172、y fraud;(b)the proceedings in which the judgment was obtained were opposed to naturaljustice;(c)its enforcement or recognition would be contrary to the public policyof Hong Kong;(d)the court of the United States was not jurisdictionallycompetent;or(e)the judgment was in conflict with a prior HongKon
173、g judgment.Sok Siphana&Associates,our counsel as to the laws of Cambodia,has advisedus that there is uncertainty as to whether the courts of Cambodia would(i)recognize or enforce judgments of UnitedStates courts obtained against us orour directors or officers predicated upon the civil liability prov
174、isions of thesecurities laws of the United States or any state in the United States;or(ii)entertain original actions brought in Cambodia against us or our directors orofficers predicated upon the securities laws of the UnitedStates or any state inthe UnitedStates.Cambodia and the UnitedStates have n
175、ot entered into any bilateral treaty forthe reciprocal enforcement of judicial judgments.As a result,there is uncertaintyas to the enforceability in Cambodia of judgments of UnitedStates courts of civilliabilities predicated solely upon the federal securities laws of the UnitedStatesor the securitie
176、s laws of any state or territory within the UnitedStates.To date,we are unaware of any foreign judgment that has been recognized and enforced,orrefused to be recognized and enforced,by the Cambodian courts.Therefore,thereare further challenges in understanding exactly how the Cambodian courts willin
177、terpret various aspects of the applicable laws related to enforcement of foreignjudgments.There are two key legal processes to have a foreign judgment recognized andenforced in Cambodia.First,an execution judgment must be obtained from aCambodian court.Then,after the execution judgment is obtained,a
178、 request forenforcement of the execution judgment must be made.As any foreign judgment wouldneed to be final and binding to be recognized and enforced,it does not appearpossible under the current legal framework to have a Cambodian court recognize andenforce an interlocutory judgment or an order to
179、freeze an asset,as neither islikely to be deemed as a final and binding judgment.While a Cambodian court wouldneed to determine the finality of a foreign judgment,it would not look into theactual merits of the case.A Cambodian court is not permitted to review thesubstantive merits of the judgment of
180、 the foreign court pursuant toArticle 352(4)of the Code of Civil Procedure adopted on July 6,2006(the“Civil Procedure Code”).Therefore,the courts of Cambodia must not use thegrounds that the foreign court made an error of fact,an error of law,or both torefuse to recognize and enforce a foreign judgm
181、ent.6Table of ContentsBy virtue of Article 352(1)of the Civil Procedure Code,if a party isseeking the recognition and enforcement of a foreign judgment in Cambodia,then anexecution judgment must be obtained from a Cambodian court.To do so,a party mustfile a motion for recognition and enforcement of
182、the foreign judgment with theCambodian courts and the party filing such motion shall bear the burden of proof.Pursuant to Articles 199(a)199(d)of the Civil Procedure Code,the following fourthreshold requirements must be met for a final foreign judgment to be deemed validin Cambodia:(i)jurisdiction i
183、s properly conferred on the foreign court by law or bytreaty;(ii)the losing defendant received service of summons or any other ordernecessary to commence the action,or responded without receiving suchsummons or order;(iii)the contents of the judgment and the procedures followed in the actiondo not v
184、iolate the public order or morals of Cambodia;and(iv)there is a guarantee of reciprocity between Cambodia and the foreigncountry in which the court is based.Without the threshold requirement of a guarantee of reciprocity,such as isfound in the CambodiaVietnam Judicial Assistance Treaty,Cambodian cou
185、rts willnot recognize and enforce a foreign judgment in Cambodia.Further,Cambodia is nota party to the Hague Convention of June 30,2005 on Choice of Court Agreements,thus foreign judgments cannot be enforced by way of this multi-lateral treaty.Infinitus Law Corporation,our counsel as to the laws of
186、Singapore,has advisedus that there is no treaty in force between the United States and Singaporeproviding for the reciprocal recognition and enforcement of judgments in civil andcommercial matters and a final judgment for the payment of money rendered by anyfederal or state court in the United State
187、s based on civil liability would,therefore,not be automatically enforceable in Singapore.An in personam final andconclusive US judgment on its merits for a debt or a definite sum of money(notbeing a sum payable in respect of taxes or other charges of a like nature or inrespect of a fine or other pen
188、alty)rendered by a court of competent jurisdictionwill be recognized in common law in Singapore unless(a)it was procured by fraud;or(b)its enforcement would be contrary to public policy;or(c)the proceedingsin which it was obtained were contrary to natural justice.There is uncertainty asto whether ju
189、dgments of courts in the United States based upon the civil liabilityof the federal securities laws of the United States would be recognized orenforceable in Singapore.Summary of Key Risk FactorsOur business is subject to a numberof risks,including risks that may preventus from achieving our busines
190、s objectives or may materially and adversely affectour business,financial condition,results of operations,cash flows and prospectsthat you should consider before making a decision to invest in our ClassA OrdinaryShares.These risks are discussed more fully in“Risk Factors”.These risksinclude,but are
191、not limited to,the following:Risks Related to Doing Business in Cambodia(for a more detaileddiscussion,see“Risk FactorsRisks Related to Doing Business in Cambodia”beginning on page 18 of this prospectus)Our operations are subject to various laws and regulations in Cambodia(see page 18 of this prospe
192、ctus).Developments in the social,political,regulatory and economic environmentin Cambodia may have a material adverse impact on us(see page 18 of thisprospectus).We face the risk that changes in the policies of the Cambodian Governmentcould have a significant impact upon the business we may be able
193、toconduct in Cambodia and the profitability of such business(seepage18of this prospectus).We may be subject to foreign exchange control policies in Cambodia ifimposed by the Cambodian Government(see page 19 of this prospectus).Failure to comply with the U.S.Foreign Corrupt Practices Act andCambodia
194、anti-corruption laws could subject us to penalties and otheradverse consequences.(seepage19 of this prospectus).We rely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash and financing requirements,and anylimitation on the ability of our subsidiaries to make paym
195、ents to us couldhave a material adverse effect on our ability to conduct our business.(seepage19 of this prospectus).7Table of ContentsRisks Related to Our Business and Industry(for a more detaileddiscussion,see“Risk FactorsRisks Related to Our Business and Industry”beginning on page 20 of this pros
196、pectus)An unanticipated or prolonged interruption of operations at productionfacility would have a material and adverse effect on our business,financial conditions and results of operations(see page 20 of thisprospectus).Our failure to acquire raw materials or to fill our customers orders ina timely
197、 and cost-effective manner could materially and adversely affectour business operations(see page 20 of this prospectus).Fluctuations in the prices of our major raw materials could materially andadversely affect our business,financial conditions and results ofoperations(see page 20 of this prospectus
198、).We rely on a limited number of major customers,of which may reduce orstop making purchase orders for our products(see page 20 of thisprospectus).We are dependent on our key executives and personnel(see page 21 of thisprospectus).Risks Related to our Class A Ordinary Shares(for a more detaileddiscu
199、ssion,see“Risk FactorsRisks Related to our ClassA Ordinary Shares”beginning on page 29 of this prospectus)Our dual-class voting structure will limit your ability to influencecorporate matters and could discourage others from pursuing any change ofcontrol transactions that holders of our ClassB Ordin
200、ary Shares may viewas beneficial.(see page 29 of this prospectus).We cannot predict the effect our dual-class structure may have on themarket price of our Class A Ordinary Shares.(see page 29 of thisprospectus).If we fail to meet applicable listing requirements,Nasdaq may not approveour listing appl
201、ication,or may delist our ClassA Ordinary Shares fromtrading,in which case the liquidity and market price of our Class AOrdinary Shares could decline(see page 30 of this prospectus).There has been no public market for our ClassA Ordinary Shares prior tothis offering,and you may not be able to resell
202、 our ClassA OrdinaryShares at or above the price you pay for them,or at all(see page30 ofthis prospectus).Our ClassA Ordinary Shares are expected to initially trade under US$5.00per share and thus would be known as“penny stock.”Trading in pennystocks has certain restrictions and these restrictions c
203、ould negativelyaffect the price and liquidity of our ClassA Ordinary Shares(see page31 of this prospectus).Volatility in the price of our ClassA Ordinary Shares may subject us tosecurities litigation(see page 31 of this prospectus).The market price of our ClassA Ordinary Shares may be highly volatil
204、e,and you could lose all or part of your investment(see page 31 of thisprospectus).The IPO price and Resale Offering price could differ(see page 39 of thisprospectus).The future sales of Ordinary Shares by existing shareholders,includingthe sales pursuant to the Resale Prospectus,may adversely affec
205、t themarket price of our Ordinary Share.(see page 39 of this prospectus).Risks Related to our Corporate Structure(for a more detailed discussion,see“Risk FactorsRisks Related to our Corporate Structure”beginning on page39 of this prospectus)Our Controlling Shareholder has significant voting power an
206、d may takeactions that may not be in the best interests of our other shareholders.(see page 39 of this prospectus).Our ultimate controlling shareholders shareholdings in companies withsimilar businesses may lead to conflicts of interest with our Company andour other shareholders.(see page 39 of this
207、 prospectus).Certain of our directors and officers may allocate their time to otherbusinesses,thereby causing conflicts of interest in their determinationas to how much time to devote to our affairs.(see page 40 of thisprospectus).8Table of ContentsWe are a“controlled company”within the meaning of t
208、he Nasdaq listingrules,and may follow certain exemptions from certain corporate governancerequirements that could adversely affect our public shareholders.(seepage 40 of this prospectus).IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANYAs a company with less than US$1.235billion in revenue during our
209、 last fiscalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act(the“JOBS Act”),enacted in April 2012.An“emerginggrowth company”may take advantage of reduced reporting requirements that areotherwise applicable to larger public companies.In particular,as
210、an emerginggrowth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,ob
211、jectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis;”are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financia
212、lreporting pursuant to the Sarbanes-Oxley Actof2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay”,“say-on frequency”and“say-on-golden-parachute”votes);are exempt from cert
213、ain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive officer payratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required to co
214、nduct an evaluation of our internal control overfinancial reporting.We intend to take advantage of all of these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act.Our election t
215、ouse the phase-in periods may make it difficult to compare our financial statementsto those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under 107 of the JOBS Act.We will remain an emerging growth company until the earliest of(i)thel
216、astday of the fiscal year during which we have total annual gross revenues of atleast US$1.235billion;(ii)the lastday of our fiscal year following the fifthanniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0bill
217、ion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur if the market value of our ClassA Ordinary Sharesthat are held by non-affiliates exceeds US$700million as of the last
218、 businessdayof our most recently completed second fiscal quarter.Once we cease to be anemerging growth company,we will not be entitled to the exemptions provided in theJOBS Act discussed above.IMPLICATIONS OF BEING A FOREIGN PRIVATE ISSUERWe are a“foreign private issuer”within the meaning of the rul
219、es under theExchangeAct.As such,we are exempt from certain provisions of the ExchangeActthat are applicable to UnitedStates domestic public companies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are perm
220、itted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation Fair Disclosu
221、re aimed atpreventing issuers from making selective disclosures of materialinformation;9Table of Contentswe are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andou
222、r officers,directors and principal shareholders are not required tocomply with Section16 of the ExchangeAct requiring them to file publicreports of their share ownership and trading activities and establishinginsider liability for profits realized from any“short-swing”tradingtransaction.Furthermore,
223、Nasdaq Rule5615(a)(3)provides that a foreign private issuer,such as us,may rely on our home country corporate governance practices in lieu ofcertain of the rules in the Nasdaq Rule5600 Seriesand Rule5250(d),providedthat we nevertheless comply with Nasdaqs notification of non-compliancerequirement(Ru
224、le5625),the voting rights requirement(Rule5640)and that wehave an audit committee that satisfies Rule5605(c)(3),consisting of committeemembers that meet the independence requirements of Rule5605(c)(2)(A)(ii).If werely on our home country corporate governance practices in lieu of certain of therules
225、of Nasdaq,our shareholders may not have the same protections afforded toshareholders of companies that are subject to all of the corporate governancerequirements of Nasdaq.If we choose to do so,we may utilize these exemptions foras long as we continue to qualify as a foreign private issuer.Although
226、we are permitted to follow certain corporate governance rules thatconform to Cayman Islands requirements in lieu of many of the Nasdaq corporategovernance standards,we intend to comply with the Nasdaq corporate governancestandards applicable to foreign private issuers,including the requirement to ho
227、ldannual meetings of shareholders.IMPLICATIONS OF BEING A CONTROLLED COMPANYControlled companies are exempt from the majority of independent directorrequirements.Controlled companies are subject to an exemption from Nasdaqstandards requiring that the board of a listed company consist of a majority o
228、findependent directors within one year of the listing date.Public Companies that qualify as a“controlled company”with securitieslisted on the Nasdaq,must comply with the exchanges continued listing standardsto maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do
229、 not comply with these corporate governance requirements may losetheir listing status.Under the Nasdaq rules,a“controlled company”is a companywith more than 50%of its voting power held by a single person,entity or group.Under Nasdaq rules,a“controlled company”is exempt from certain corporategovernan
230、ce requirements including:the requirement that a majority of the board of directors consist ofindependent directors;the requirement that a listed company have a nominating and governancecommittee that is composed entirely of independent directors with awritten charter addressing the committees purpo
231、se and responsibilities;the requirement that a listed company have a compensation committee thatis composed entirely of independent directors with a written charteraddressing the committees purpose and responsibilities;andthe requirement for an annual performance evaluation of the nominating andgove
232、rnance committee and compensation committee.Controlled companies must still comply with the exchanges other corporategovernance standards.These include having an audit committee and the specialmeetings of independent or non-management directors.Upon completion of this offering and the sale of our Cl
233、ass A Ordinary Shares bythe Resale Shareholder pursuant to the Resale Prospectus,the outstanding shares ofKMV will consist of 18,100,000 Ordinary Shares,assuming the underwriters do notexercise their over-allotment option to purchase additional Class A OrdinaryShares,or 18,415,000 Ordinary Shares,as
234、suming the over-allotment option isexercised in full.Immediately after completion of this offering and the sale ofour Class A Ordinary Shares by the Resale Shareholder pursuant to the ResaleProspectus,our Controlling Shareholder will own approximately 51.02%of our totalissued and outstanding Ordinar
235、y Shares,representing approximately 88.2%of thetotal voting power,assuming that the underwriters do not exercise their over-allotment option,or approximately 50.15%of our total issued and outstandingOrdinary Shares,representing approximately 87.83%of the total voting power,assuming that the over-all
236、otment option is exercised in full.As a result,we willbe a“controlled company”as defined10Table of Contentsunder Nasdaq Listing Rule5615(c)because our Controlling Shareholder will holdmore than 50%of the voting power for the election of directors,and ourControlling Shareholder may have the ability t
237、o determine matters requiringapproval by shareholders.As a“controlled company”,we are permitted to elect notto comply with certain corporate governance requirements.We do not plan to rely onthese exemptions,but we may elect to do so after we complete this offering.If weelected to rely on the“control
238、led company”exemptions,a majority of the membersof our board of directors might not be independent directors,our nominating andcorporate governance and compensation committees might not consist entirely ofindependent directors upon closing of the offering,and you would not have the sameprotection af
239、forded to shareholders of companies that are subject to Nasdaqscorporate governance rules.IMPACT OF COVID-19Since late December2019,the outbreak of COVID-19 spread rapidly throughoutMainland China and later to the rest of the world.On January 30,2020,theInternational Health Regulations Emergency Com
240、mittee of the World HealthOrganization declared the outbreak a“Public Health Emergency of InternationalConcern”(“PHEIC”),and later on March11,2020 a global pandemic.The COVID-19outbreak has led governments across the globe to impose a series of measuresintended to contain its spread,including border
241、 closures,travel bans,quarantinemeasures,social distancing,and restrictions on business operations and largegatherings.From 2020 to the middle of 2021,COVID-19 vaccination program had beengreatly promoted around the globe.While the spread of COVID-19 was substantiallycontrolled in 2021,several types
242、 of COVID-19 variants emerged in different partsof the world and restrictions were re-imposed from time to time in certain citiesto combat sporadic outbreaks.The impacts of COVID-19 on our business,financial condition,and results ofoperations include,but are not limited to,the following:The Cambodia
243、 Factory was affected by the implementation of the Law onPreventative Measures Against the Spread of COVID-19 and other Severe andDangerous Contagious Diseases(the“COVID-19 Law”)adopted on March11,2021.The Cambodian Government used the COVID-19 Law to issue theDecision on Lockdown of Phnom Penh Capi
244、tal and Takhmao City of KandalProvince to Prevent the Spread of Covid-19 on April 14,2021 where wewere required to close the Cambodia Factory temporarily from April 15 toApril 28,2021,as the relevant local authorities mandated preventionmeasures in Kandal Province due to Omicron variant of COVID-19.
245、However,it is important to note that the Cambodian Government never fully shutdown the factories in entirety after the pandemic took place.Theproduction capacity of the Cambodia Factory was affected by the lockdown.However,the fulfilment of customer orders was not significantly affectedas customers
246、had already reduced their order quantities in anticipation ofdecreased sales volume caused by the COVID-19.As a result,the CambodiaFactory was able to meet customer demand despite the challenges posed bythe pandemic.Following the promulgation of the COVID-19 Law,the Cambodian Governmentissued severa
247、l regulations,including but not limited to:(i)Sub-Decree No.37 on Health Measures to Prevent the Spread of COVID-19 and Other Contagious Diseases dated March 12,2021(“Sub-DecreeNo.37”);(ii)Sub-Decree No.27 on Quarantine Measures to Prevent the Spread ofCOVID-19 dated February 18,2021(“Sub-Decree No.
248、27”);and(iii)Sub-Decree No.28 on Amendment on Article8 of Sub-Decree No.129dated September 17,2015 on Health Measures to Prevent and Respond toInternational Spread of Diseases through Border Gateway dated February18,2021(“Sub-Decree No.28”).Under Sub-Decree No.37,employers of all enterprises were re
249、quired tocomply with cleaning and hygiene measures and social distancing measures.In the event of failure to comply with the above obligations,theenterprises,would be subject to a warning and guidance from theauthorities.Continued non-compliance could lead to monetary fines rangingfrom KHR2,000,000(
250、approximately USD500)to KHR10,000,000(approximatelyUSD2,500).In addition to this,the competent authorities might imposeadministrative penalties stipulated under the COVID-19 Law which is inconformity with Sub-Decree No.37.11Table of ContentsIn conformity with Sub-Decree No.27,quarantine shall apply
251、to allCambodian and foreigners traveling from abroad to Cambodia through allmeans,and any person that has direct or indirect contact with a personinfected with COVID-19 or suspected to have COVID-19.Quarantine will takeplace at a quarantine center,or any other places as determined by theMinistry of
252、Health or competent sub-national administration.Non-compliance or escaping from the quarantine place during the quarantineperiod can result in a fine from KHR1,000,000(approximately USD250)toKHR5,000,000(approximately USD1,250).Sub-Decree No.28 was issued in order to curb the cross-border spread ofC
253、OVID-19.Pursuant to this Sub-Decree,the passengers and drivers oftransport vehicles shall adhere to control conducts by quarantineofficers.Any escape or non-cooperative acts with the quarantine officersin implementing health measures or which does not fulfill prescribedformalities shall be subject t
254、o a fine from KHR1,000,000(approximatelyUSD250)to KHR5,000,000(approximately USD1,250).Any person whoinitiates,directs,instructs,incites,persuades,or deliberatelyfacilitates a passenger or driver of a transport vehicles to evadeinspection or implementation of quarantine measures shall be subject to
255、afine from KHR10,000,000(approximately USD2,500)to KHR50,000,000(approximately USD12,500).In the years following COVID-19,the Cambodian Government introducedcertain strategic frameworks to help boost and revive the garment sector,and to mitigate the impacts felt by the pandemic.On December 22,2021,t
256、he Cambodian Government officially launched the“Strategic Frameworkand Programmes for Economic Recovery in the Context of Livingwith COVID-19 in a New Normal 2021-2023”,tailored to strengthenthe countrys socio-economic resilience and growth in the immediate-and-medium term.Subsequently,the Supreme N
257、ational Economic Council releaseda“Development Strategy on Cambodias Garment,Footwear,and BagProduction Sector2022-2027”in the following year on March 21,2022,aiming to develop this sector into an industry that is environmentallysustainable and resilient,has high value-add,is highly competitive,anda
258、cts as a fundamental support for economic diversification by implementingvarious measures,for instance,improving working conditions and welfarefor workers and promoting market diversification for exports of garment,footwear,and travel goods.The Cambodian Government provided financial assistance to w
259、orkers in thegarment,footwear,travel goods,and bags sector,upon receipt ofsuspension of employment contract permits from MLVT.This included USD40per month per person from June2020 to December2021 and supplemented byan additional USD30 per month from employers.According to the World Health Organizati
260、on(the“WHO”),the COVID-19 pandemic“has been on a downward trend”with immunity increasing due to increasingadministration of vaccines globally.Whilst there are remaining uncertaintiesposted by the potential evolution of COVID-19,the WHO Director-General announcedon May 5,2023 that COVID-19 no longer
261、constitutes a PHEIC and is now anestablished and ongoing health issue,concurring with the advice of the IHREmergency Committee of the WHO.Notwithstanding such announcement,disruptions likegeneral slowdown in economic conditions globally and volatility in the capitalmarkets posed by COVID-19 are far-
262、reaching and prevalent.The extent to whichCOVID-19 impacts our operating subsidiarys business in the future will depend onfuture developments,which are highly uncertain and cannot be predicted,includingnew information which may emerge concerning the severity of COVID-19 and theactions to contain COV
263、ID-19 or treat its impact,among others.If the disruptionsposed by COVID-19 or other matters of global concern continue for an extendedperiod of time,our operating subsidiarys ability to pursue its businessobjectives may be materially adversely affected.In addition,our ability to raiseequity and debt
264、 financing which may be adversely impacted by COVID-19 and otherevents,including as a result of increased market volatility,decreased marketliquidity and third-party financing being unavailable on terms acceptable to us orat all.We will continue to closely monitor the situation throughout 2024 andbe
265、yond.CORPORATE INFORMATIONOur principal executive office is located at Padachi Village,Prek Ho Commune,Takhmao Town,Kandal Province,Kingdom of Cambodia.Our telephone number is+855-23425205.Our registered office in the Cayman Islands is located at the office ofConyers Trust Company(Cayman)Limited,Cri
266、cket Square,Hutchins Drive,PO Box2681,Grand Cayman,KY1-1111,Cayman Islands.Our website is .Information contained on,or that can be accessed through,our website is not apart of,and shall not be incorporated by reference into,this prospectus.Our agent for service of process in the UnitedStates is Coge
267、ncy Global Inc.,located at 122 East 42nd Street,18th Floor,NewYork,NY10168.12Table of ContentsTHE OFFERING(1)Below is a summary of the terms of the offering:-Issuer:Kandal M Venture LimitedOrdinary Shares being offered byus:2,100,000 ClassA Ordinary SharesOrdinary Shares being offered bythe Selling
268、Shareholders:656,250 Class A Ordinary SharesOffering price per ClassAOrdinary Share:We estimate the initial public offering pricewill be between US$4 and US$5 per Ordinary ShareNumber of Ordinary Shares issuedand outstanding prior to thisoffering:16,000,000Ordinary Shares including 13,000,000ClassA
269、Ordinary Shares and 3,000,000 ClassBOrdinary SharesNumber of Ordinary Shares issuedand outstanding after thisoffering:18,100,000Ordinary Shares,including 15,100,000ClassA Ordinary Shares and 3,000,000 ClassBOrdinary Shares,assuming no exercise of theunderwriters over-allotment option 18,415,000Ordin
270、ary Shares,including 15,415,000ClassA Ordinary Shares and 3,000,000 ClassBOrdinary Shares,assuming full exercise of theunderwriters over-allotment optionVoting Rights Class A Ordinary Shares are entitled to one(1)vote per share.ClassB Ordinary Shares are entitled to twenty(20)votes per share.Holders
271、 of ClassA Ordinary Shares and ClassBOrdinary Shares will vote together as a singleclass,unless otherwise required by law or ourMemorandum and Articles.The sole holder of ourClassB Ordinary Shares will hold approximately88.2%of the total votes for our issued andoutstanding Shares including 8.3%of th
272、e totalvotes from his ClassA Ordinary Shares and 79.9%of the total votes from his Class B OrdinaryShares,following the completion of this offeringand the sale of our Class A Ordinary Shares bythe Resale Shareholder pursuant to the ResaleProspectus,assuming no exercise of theunderwriters over-allotme
273、nt option,and willhave the ability to control the outcome ofmatters submitted to our shareholders forapproval,including the election of our directorsand the approval of any change in controltransaction.See the sections titled“PrincipalShareholders”and“Description of Share”foradditional information.O
274、ver-allotment option:We have granted the underwriters an option for aperiod of forty-five(45)days after theclosing of this offering to purchase up to 15%ofthe total number of our 2,100,000 Class AOrdinary Shares offered by us pursuant to thisoffering(excluding shares subject to this optionand the 65
275、6,250 Class A Ordinary Shares offeredby the Selling Shareholders),solely for thepurpose of covering over-allotments,at theinitial public offering price less theunderwriting discounts.Use of proceeds:Based upon an initial public offering price ofUS$4.5 per Share,being the mid-point of theestimated ra
276、nge of the initial public offeringprice shown on the cover page of this prospectus,we estimate that we will receive net proceedsfrom this offering,after deducting the estimatedunderwriting discounts and the estimated offeringexpenses payable by us,of approximatelyUS$7,163,325 if the underwriters do
277、not exercisetheir over-allotment option,and US$8,467,425 ifthe underwriters exercise their over-allotmentoption in full.13Table of Contents We plan to use the net proceeds of this offeringas follows:Approximately 10%for broadening ourcustomer base by expanding our geographicalreach to other key mark
278、et,including theEuropean markets;Approximately 50%for enhancing ourproduction capacity;Approximately 10%for establishing a newdesign and development center for enhancingour product development capabilities;and Approximately 30%for additional workingcapital and other general corporatepurposes.We will
279、 not receive any proceeds from the sale ofClass A Ordinary Shares by the SellingShareholders.For more information on the use of proceeds,see“Use of Proceeds”on page 46.Lock-up:We have agreed with the underwriters,subject tocertain exceptions,not to sell,transfer orotherwise dispose of any Class A or
280、dinary sharesor similar securities for a period endingthree(3)months after the completion of thisoffering.Furthermore,all of our directors,officers,and principal shareholders(defined asowners of 5%or more of our Ordinary Shares)haveagreed with the underwriters,subject to certainexceptions,not to off
281、er,issue,sell,transfer,contract to sell,encumber,grant any option forthe sale of or otherwise dispose of,directly orindirectly,any of our Ordinary Shares or othersecurities convertible into or exercisable orexchangeable for our Ordinary Shares for a periodof six(6)months from the date of thisprospec
282、tus.See“Shares Eligible for FutureSale”and“Underwriting”for more information.Transfer Agent VStock Transfer,LLCProposed Nasdaq Capital Marketsymbol We intend to apply to list our ClassA OrdinaryShares on the Nasdaq Capital Market under thesymbol“FMFC”.Risk factors:Investing in our Class A Ordinary S
283、haresis highly speculative and involves a highdegree of risk.As an investor you should beable to bear a complete loss of your investment.You should carefully consider the information setforth in the“Risk Factors”section beginningon page 18.Unless otherwise indicated,all information contained in this
284、 prospectusassumes no exercise of the underwriters over-allotment option and is based on16,000,000 Ordinary Shares outstanding as of the date of this prospectus.14Table of ContentsENFORCEMENT OF CIVIL LIABILITIESWe are incorporated under the laws of the Cayman Islands as an exempted companywith limi
285、ted liability.We are incorporated in the Cayman Islands because ofcertain benefits associated with being a Cayman Islands exempted company,such aspolitical and economic stability,an effective judicial system,a favorable taxsystem,the absence of foreign exchange control or currency restrictions and t
286、heavailability of professional and support services.However,the Cayman Islands hasa less developed body of securities laws as compared to the United States andprovides less protection for investors.In addition,Cayman Islands companies maynot have standing to sue before the federal courts of the Unit
287、edStates.Substantially all of our assets are located outside the United States.Inaddition,all of our directors and executive officers are nationals or residents inSingapore,Cambodia,or HongKong and substantially all of their assets are locatedoutside the United States.As a result,it may be difficult
288、 for you to effectservice of process within the UnitedStates upon us or these persons,or to enforcejudgments obtained in U.S.courts against us or them,including judgmentspredicated upon the civil liability provisions of the securities laws of theUnitedStates or any state in the UnitedStates.It may a
289、lso be difficult for youto enforce judgments obtained in U.S.courts based on the civil liabilityprovisions of the U.S.federal securities laws against us and our executiveofficers and directors.See“Risk Factors Risk Related to our Class AOrdinary SharesYou may experience difficulties in effecting ser
290、vice of legalprocess,enforcing foreign judgments or bringing actions in Singapore,Cambodia orHongKong against us or our directors named in the prospectus based on foreignlaws”for more information.We have appointed Cogency Global Inc.,as our agent to receive service ofprocess with respect to any acti
291、on brought against us in the United States inconnection with this offering under the federal securities laws of theUnitedStates or of any state in the UnitedStates.EnforceabilityCayman IslandsConyers Dill&Pearman,our counsel as to the laws of the Cayman Islands,hasadvised us that there is uncertaint
292、y as to whether the courts of the Cayman Islandswould(i)recognize or enforce judgments of UnitedStates courts obtained againstus or our directors or officers predicated upon the civil liability provisions ofthe securities laws of the UnitedStates or any state in the UnitedStates or(ii)entertain orig
293、inal actions brought in the Cayman Islands against us or ourdirectors or officers predicated upon the securities laws of the UnitedStates orany state in the UnitedStates.We have been advised by Conyers Dill&Pearman that although there is nostatutory enforcement in the Cayman Islands of judgments obt
294、ained in the federal orstate courts of the UnitedStates(and the Cayman Islands are not a party to anytreaties for the reciprocal enforcement or recognition of such judgments),thecourts of the Cayman Islands would recognize as a valid judgment,a final andconclusive judgment in personam obtained in th
295、e federal or state courts of theUnitedStates against the Company under which a sum of money is payable(other thana sum of money payable in respect of multiple damages,taxes or other charges of alike nature or in respect of a fine or other penalty)or,in certain circumstances,an in personam judgment f
296、or non-monetary relief,and would give a judgment basedthereon provided that(a)such courts had proper jurisdiction over the partiessubject to such judgment;(b)such courts did not contravene the rules of naturaljustice of the Cayman Islands;(c)such judgment was not obtained by fraud;(d)the enforcement
297、 of the judgment would not be contrary to the public policy ofthe Cayman Islands;(e)no new admissible evidence relevant to the action issubmitted prior to the rendering of the judgment by the courts of the CaymanIslands;and(f)there is due compliance with the correct procedures under the lawsof the C
298、ayman Islands.However,the Cayman Islands courts are unlikely to enforce ajudgment obtained from UnitedStates courts under civil liability provisions of theU.S.federal securities law if such judgment is determined by the courts of theCayman Islands to give rise to obligations to make payments that ar
299、e penal orpunitive in nature.Because such a determination has not yet been made by a courtof the Cayman Islands,it is uncertain whether such civil liability judgments fromU.S.courts would be enforceable in the Cayman Islands.A Cayman Islands court maystay enforcement proceedings if concurrent procee
300、dings are being brought elsewhere.15Table of ContentsBVIConyers Dill&Pearman,our counsel as to the laws of the BVI,has advised usthat there is uncertainty as to whether the courts of the BVI would(i)recognizeor enforce judgments of United States courts obtained against us or our directorsor officers
301、 to impose liabilities predicated upon the civil liability provisions ofthe securities laws of the United States or any state in the United States;or(ii)entertain original actions brought in the BVI against us or our directors orofficers predicated upon the federal securities laws of the United Stat
302、es or thesecurities law of any state in the United States.We have been advised by Conyers Dill&Pearman that although there is nostatutory enforcement in the BVI of judgments obtained in the federal or statecourts of the United States(and the BVI is not a party to any treaties for thereciprocal enfor
303、cement or recognition of such judgments),the courts of the BVIwould recognize as a valid judgment,a final and conclusive judgment in personamobtained in the federal or state courts in the United States under which a sum ofmoney is payable(other than a sum of money payable in respect of multiple dama
304、ges,taxes or other charges of a like nature or in respect of a fine or other penalty)and would give a judgment based thereon provided that(a)such courts had properjurisdiction over the parties subject to such judgment,(b)such courts did notcontravene the rules of natural justice of the BVI,(c)such j
305、udgment was notobtained by fraud,(d)the enforcement of the judgment would not be contrary to thepublic policy of the BVI,(e)no new admissible evidence relevant to the action issubmitted prior to the rendering of the judgment by the courts of the BVI and(f)there is due compliance with the correct pro
306、cedures under the laws of the BVI.HongKongHastings&Co.,our counsel as to the laws of HongKong,has advised us thatthere is uncertainty as to whether the courts of HongKong would(i)recognize orenforce judgments of UnitedStates courts obtained against us or our directors orofficers predicated upon the
307、civil liability provisions of the securities laws ofthe UnitedStates or any state in the UnitedStates or(ii)entertain originalactions brought in HongKong against us or our directors or officers predicatedupon the securities laws of the UnitedStates or any state in the UnitedStates.HongKong has no ar
308、rangement for the reciprocal enforcement of judgments withthe UnitedStates.As a result,there is uncertainty as to the enforceability inHong Kong,in original actions or in actions for enforcement,of judgments ofUnited States courts of civil liabilities predicated solely upon the federalsecurities law
309、s of the United States or the securities laws of any state orterritory within the UnitedStates.A judgment of a court in the UnitedStates predicated upon U.S.federal orstate securities laws may be enforced in HongKong at common law by bringing anaction in a HongKong court on that judgment for the amo
310、unt due thereunder,andthen seeking summary judgment on the strength of the foreign judgment,providedthat the foreign judgment,among other things,is(1)for a debt or a definite sumof money(not being taxes or similar charges to a foreign government taxingauthority or a fine or other penalty)and(2)final
311、 and conclusive on the merits ofthe claim,but not otherwise.Such a judgment may not,in any event,be so enforcedin HongKong if(a)it was obtained by fraud;(b)the proceedings in which thejudgment was obtained were opposed to natural justice;(c)its enforcement orrecognition would be contrary to the publ
312、ic policy of HongKong;(d)the court ofthe UnitedStates was not jurisdictionally competent;or(e)the judgment was inconflict with a prior HongKong judgment.CambodiaSok Siphana&Associates,our counsel as to the laws of Cambodia,has advisedus that there is uncertainty as to whether the courts of Cambodia
313、would(i)recognize or enforce judgments of UnitedStates courts obtained against us orour directors or officers predicated upon the civil liability provisions of thesecurities laws of the United States or any state in the United States;or(ii)entertain original actions brought in Cambodia against us or
314、 our directors orofficers predicated upon the securities laws of the UnitedStates or any state inthe UnitedStates.Cambodia and the UnitedStates have not entered into any bilateral treaty forthe reciprocal enforcement of judicial judgments.As a result,there is uncertaintyas to the enforceability in C
315、ambodia of judgments of UnitedStates courts of civilliabilities predicated solely upon the federal securities laws of the UnitedStatesor the securities laws16Table of Contentsof any state or territory within the UnitedStates.To date,we are unaware of anyforeign judgment that has been recognized and
316、enforced,or refused to be recognizedand enforced,by the Cambodian courts.Therefore,there are further challenges inunderstanding exactly how the Cambodian courts will interpret various aspects ofthe applicable laws related to enforcement of foreign judgments.There are two key legal processes to have
317、a foreign judgment recognized andenforced in Cambodia.First,an execution judgment must be obtained from aCambodian court.Then,after the execution judgment is obtained,a request forenforcement of the execution judgment must be made.As any foreign judgment wouldneed to be final and binding to be recog
318、nized and enforced,it does not appearpossible under the current legal framework to have a Cambodian court recognize andenforce an interlocutory judgment or an order to freeze an asset,as neither islikely to be deemed as a final and binding judgment.While a Cambodian court wouldneed to determine the
319、finality of a foreign judgment,it would not look into theactual merits of the case.A Cambodian court is not permitted to review thesubstantive merits of the judgment of the foreign court pursuant toArticle352(4)of the Civil Procedure Code.Therefore,the courts of Cambodia mustnot use the grounds that
320、 the foreign court made an error of fact,an error of law,or both to refuse to recognize and enforce a foreign judgment.As noted above,if a party is seeking the recognition and enforcement of aforeign judgment in Cambodia,then an execution judgment must be obtained from aCambodian court.To do so,a pa
321、rty must file a motion for recognition andenforcement of the foreign judgment with the Cambodian courts and the party filingsuch motion will bear the burden of proof.Pursuant to Articles 199(a)199(d)ofthe Civil Procedure Code,the following four threshold requirements must be met fora final foreign j
322、udgment to be deemed valid in Cambodia:(i)jurisdiction is properly conferred on the foreign court by law or bytreaty;(ii)the losing defendant received service of summons or any other ordernecessary to commence the action,or responded without receiving suchsummons or order;(iii)the contents of the ju
323、dgment and the procedures followed in the actiondo not violate the public order or morals of Cambodia;and(iv)there is a guarantee of reciprocity between Cambodia and the foreigncountry in which the court is based.Without the threshold requirement of a guarantee of reciprocity,such as isfound in the
324、CambodiaVietnam Judicial Assistance Treaty,Cambodian courts willnot recognize and enforce a foreign judgment in Cambodia.Further,Cambodia is nota party to the Hague Convention of June30,2005 on Choice of Court Agreements,thus foreign judgments cannot be enforced by way of this multi-lateral treaty.S
325、ingaporeInfinitus Law Corporation,our counsel as to the laws of Singapore,has advisedus that there is no treaty in force between the United States and Singaporeproviding for the reciprocal recognition and enforcement of judgments in civil andcommercial matters and a final judgment for the payment of
326、 money rendered by anyfederal or state court in the United States based on civil liability would,therefore,not be automatically enforceable in Singapore.An in personam final andconclusive US judgment on its merits for a debt or a definite sum of money(notbeing a sum payable in respect of taxes or ot
327、her charges of a like nature or inrespect of a fine or other penalty)rendered by a court of competent jurisdictionwill be recognized in common law in Singapore unless(a)it was procured by fraud;or(b)its enforcement would be contrary to public policy;or(c)the proceedingsin which it was obtained were
328、contrary to natural justice.There is uncertainty asto whether judgments of courts in the United States based upon the civil liabilityof the federal securities laws of the United States would be recognized orenforceable in Singapore.17Table of ContentsRISK FACTORSAn investment in our ClassA Ordinary
329、Shares involves a high degree of risk.Before deciding whether to invest in our Class A Ordinary Shares,you shouldconsider carefully the risks described below,together with all of the otherinformation set forth in this prospectus,including the section titled“ManagementsDiscussion and Analysis of Fina
330、ncial Condition and Results of Operations”and ourconsolidated financial statements and related notes.If any of these risks actuallyoccurs,our business,financial condition,results of operations,or cash flow couldbe materially and adversely affected,which could cause the trading price of ourClass A Or
331、dinary Shares to decline,resulting in a loss of all or part of yourinvestment.The risks described below and discussed in other parts of this prospectusare not the only ones that we face.Additional risks not presently known to us orthat we currently deem immaterial may also affect our business.You sh
332、ould onlyconsider investing in our ClassA Ordinary Shares if you can bear the risk of lossof your entire investment.Risks Related to Doing Business in CambodiaOur operations are subject to various laws and regulations in Cambodia.Our business is regulated by various laws,rules and regulations promul
333、gated bythe Cambodian Government such as regulations on business licenses,intellectualproperty rights,employment,personal data and privacy,dividends,distribution tradeservices and cybersecurity.See“Regulations”for more information.Certainregistrations,certificates and/or licenses for the conduct of our business arerequired under the above laws.If we fail to obtain or renew such registration,certif