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1、2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm1/9F-1/A 1 formf-1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on May 1,2025 Registration No.333-284559 UNITED STATES

2、SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.5 TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Vistek Limited(Exact name of registrant as specified in its charter)Not Applicable(Translation of registrants name into English)Cayman Islands 1623 Not Applicable(Sta

3、te or Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)39 Woodlands Close#08-11MegaWoodlandsSingapore 737856+65 6331 2289(Address,including zip code,and telephone number,including area code,of registrants principal

4、executive office)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,New York 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:William Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yuning“Grace”Bai,Esq.Ortoli Rosenstadt LLP366 Madi

5、son Avenue,3rd FloorNew York,NY 10017Tel:212-588-0022 W.David MannheimNelson Mullins Riley&Scarborough LLP301 Hillsborough StreetSuite 1400 Raleigh,NC 27603Tel:919-329-3804 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistra

6、tion statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under t

7、he Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/0001

8、64117225008122/formf-1a.htm2/9If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post

9、-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth compan

10、y as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or

11、revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5,2012.The registrant h

12、ereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securiti

13、es Act of 1933 or until this Registration Statementshall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2

14、013100/000164117225008122/formf-1a.htm3/9 EXPLANATORY NOTE This Amendment No.5 is being filed solely for the purpose of updating exhibits 5.1,8.1,and 23.2 to this registration statement onForm F-1(File No.333-284559)or the“Registration Statement”,and to amend and restate the exhibit index set forth

15、in Part II ofthe Registration Statement.No changes have been made to the Registration Statement other than this explanatory note as well asrevised versions of the cover page and Part II of the Registration Statement.This Amendment No.5 does not contain copies of theprospectus included in the Registr

16、ation Statement,which remains unchanged from Amendment No.3 to the Registration Statementfiled on April 15,2025,and consists only of the cover page,this explanatory note and Part II of the Registration Statement.2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/

17、www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm4/9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 6.INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS Cayman Islands laws do not prohibit or restrict a company from indemnifying its Directors and Executive Officersagainst

18、 personal liability for any loss they may incur arising out of the Companys business,except to the extent such provisionmay be held by the Cayman Islands courts to be contrary to public policy,such as to provide indemnification against civil fraud orthe consequences of committing a crime.The indemni

19、ty extends only to liability for their own negligence and breach of duty otherthan breaches of fiduciary duty and not where there is evidence of dishonesty,willful default or fraud.Our Memorandum and Articles of Association permits,to the fullest extent permissible under Cayman Islands law,indemnifi

20、cation of our Directors and Executive Officers against all actions,proceedings,costs,charges,expenses,losses,damagesor liabilities incurred or sustained by them,other than by reason of their own dishonesty,willful default or fraud,in connectionwith the execution or discharge of their duties,powers,a

21、uthorities or discretion as Directors or Executive Officers of our Company,including without prejudice to the generality of the foregoing,any costs,expenses,losses or liabilities incurred by them indefending(whether successfully or otherwise)any civil proceedings concerning our Company or its affair

22、s in any court whether inthe Cayman Islands or elsewhere.We intend to enter into indemnification agreements with each of our Directors and Executive Officers.These agreementswill require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities th

23、at mayarise by reason of their service to us,and to advance expenses incurred as a result of any proceeding against them as to which theycould be indemnified,subject to our Company reserving its rights to recover the full amount of such advances in the event that heor she is subsequently found to ha

24、ve been negligent or otherwise have breached his or her trust or fiduciary duties to our Companyor to be in default thereof,or where the Cayman Islands courts have declined to grant relief.The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide

25、forindemnification of us and our Directors and Executive Officers.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors,Executive Officersor persons controlling us pursuant to the foregoing provisions,we have been informed that in the opinion of th

26、e SEC suchindemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.ITEM 7.RECENT SALES OF UNREGISTERED SECURITIES During the past three years,we have issued and sold the following securities without registering such securities under theSecurities Act

27、.We believe that each of the following issuances was exempt from registration under the Securities Act pursuant toSection 4(a)(2)of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under theSecurities Act regarding sales by an issuer in offshor

28、e transactions.No underwriters were involved in these issuances of securities.II-1 2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm5/9 On November 20,2023,the Company issued 2 shares compri

29、sed of 1 share to Mr.Ho and 1 share to Mr.Teo.On August8,2024,Mr.Ho and Mr.Teo each subscribed for and the Company issued each 83 and 13 shares,respectively at par value.Following such issue,the Company was held as to 84 shares by Mr.Ho and 14 shares by Mr.Teo.On August 22,2024,Mr.Ho andMr.Teo trans

30、ferred their shareholding in the Company to Vistek Alliance.As part of the internal reorganization of the Company,on August 26,2024,the Company issued 9,000 shares to VistekAlliance,450 shares to Diamond Stream,and 450 shares to Vibrant Epoch.Diamond Stream acquired their shares for cash at par asa

31、result of Ms.Tan Ker Sin(its beneficial owner),having introduced business associates to Vistek SG over the years.VibrantEpoch acquired their shares for cash at par as a result of Mr.Chng Wee Siong(its beneficial owner),who is a long-term businessassociate of Vistek SG and had introduced other busine

32、ss associates to Vistek SG.Vistek Alliance acquired its shares for cash at parvalue because of one of its indirect beneficial owner,Mr.Ho.,being a long-term business associate of Vistek SG over the years.As part of an agreement entered into on September 19,2024,both the Estate of Mr.Tong and Mega Op

33、timal entered intoagreements with Mr.Ho,where each party was entitled to acquire in aggregate 49,000 shares each in Vistek SG from Mr.Ho andMr.Teo.It was a term of those agreements that Mega Optimal and the Estate of Mr.Tong could in lieu of holding shares in VistekSG,elect to take Ordinary Shares i

34、n the Company in the same percentage as they would have held in Vistek SG.On September 19,2024,the Estate of Mr.Tong and Mega Optimal elected to acquire in aggregate 4.9%(490 shares)and 4.9%(490 shares)of theCompany for$0.5 million each in lieu of holding shares in Vistek SG.To complete the internal

35、 reorganization of the Company,onSeptember 27,2024,the Company issued a further 2 shares to Vistek Alliance.ITEM 8.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)Exhibits See“Exhibit Index”beginning on page 159 of this registration statement.(b)Financial Statement Schedules All supplement schedules ar

36、e omitted because of the absence of conditions under which they are required or because thedata is shown in the financial statements or notes thereto.ITEM 9.UNDERTAKINGS(a)The undersigned registrant hereby undertakes:1.To file,during any period in which offers or sales are being made,a post-effectiv

37、e amendment to this registrationstatement,unless the information required to be included in a post-effective amendment by paragraphs(i),(ii)and(iii)below iscontained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d)of the SecuritiesExchange Act o

38、f 1934 that are incorporated by reference in the registration statement,or is contained in a form of a prospectus filedpursuant to Rule 424(b)that is part of the registration statement:(i)To include any prospectus required by Section 10(a)(3)of the Securities Act of 1933,as amended;(ii)To reflect in

39、 the prospectus any facts or events arising after the effective date of the registration statement(or the mostrecent post-effective amendment thereof)which,individually or in the aggregate,represent a fundamental change in theinformation set forth in the registration statement.Notwithstanding the fo

40、regoing,any increase or decrease in volume of securitiesoffered(if the total dollar value of securities offered would not exceed that which was registered)and any deviation from the low orhigh end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC p

41、ursuant to Rule424(b)if,in the aggregate,the changes in volume and price represent no more than a 20 percent change in the maximum aggregateoffering price set forth in the“Calculation of Registration Fee”table in the effective registration statement;II-2 2025/5/8 17:32sec.gov/Archives/edgar/data/201

42、3100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm6/9 (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registrationstatement or any material change to such information in

43、the registration statement.2.That,for the purpose of determining any liability under the Securities Act of 1933,as amended,each such post-effectiveamendment shall be deemed to be a new registration statement relating to the securities offered therein,and the offering of suchsecurities at that time s

44、hall be deemed to be the initial bona fide offering thereof.3.To remove from registration by means of a post-effective amendment any of the securities being registered whichremain unsold at the termination of the offering.4.To file a post-effective amendment to the registration statement to include

45、any financial statements required by Item8.A.of Form 20-F at the start of any delayed offering or throughout a continuous offering.Financial statements and informationotherwise required by Section 10(a)(3)of the Securities Act of 1933,as amended,need not be furnished,provided,that theregistrant incl

46、udes in the prospectus,by means of a post-effective amendment,financial statements required pursuant to thisparagraph(a)(4)and other information necessary to ensure that all other information in the prospectus is at least as current as thedate of those financial statements.5.That,for the purpose of

47、determining liability under the Securities Act of 1933,as amended,to any purchaser;(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registrationstatement as of the date the filed prospectus was deemed part of and included in the registration stat

48、ement;and(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2),(b)(5),or(b)(7)as part of a registration statement inreliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),(vii),or(x)for the purpose of providing theinformation required by section 10(a)of the Se

49、curities Act of 1933 shall be deemed to be part of and included in the registrationstatement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of saleof securities in the offering described in the prospectus.As provided in Rule

50、430B,for liability purposes of the issuer and anyperson that is at that date an underwriter,such date shall be deemed to be a new effective date of the registration statement relatingto the securities in the registration statement to which that prospectus relates,and the offering of such securities

51、at that time shall bedeemed to be the initial bona fide offering thereof.Provided,however,that no statement made in a registration statement orprospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference intothe registration statement o

52、r prospectus that is part of the registration statement will,as to a purchaser with a time of contract ofsale prior to such effective date,supersede or modify any statement that was made in the registration statement or prospectus thatwas part of the registration statement or made in any such docume

53、nt immediately prior to such effective date.II-3 2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm7/9 6.That,for the purpose of determining liability of a registrant under the Securities Act

54、 of 1933,as amended,to anypurchaser in the initial distribution of the securities,the undersigned registrant undertakes that in a primary offering of securities ofthe undersigned registrant pursuant to this registration statement,regardless of the underwriting method used to sell the securities toth

55、e purchaser,if the securities are offered or sold to such purchaser by means of any of the following communications,theundersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:(i)Any preliminary prospectus or prospectus of an

56、undersigned registrant relating to the offering required to be filedpursuant to Rule 424;(ii)Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used orreferred to by an undersigned registrant;(iii)The portion of any other free writing prospe

57、ctus relating to the offering containing material information about anundersigned registrant or its securities provided by or on behalf of an undersigned registrant;and(iv)Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.7.Insofar as indemni

58、fication for liabilities arising under the Securities Act of 1933 may be permitted to Directors,Executive Officers and controlling persons of the registrant pursuant to the foregoing provisions,or otherwise,the registrant hasbeen advised that in the opinion of the Securities and Exchange Commission

59、such indemnification is against public policy asexpressed in the Securities Act of 1933 and is,therefore,unenforceable.In the event that a claim for indemnification against suchliabilities(other than the payment by the registrant of expenses incurred or paid by a Director,Executive Officer or contro

60、llingperson of the registrant in the successful defense of any action,suit or proceeding)is asserted by such Director,Executive Officeror controlling person in connection with the securities being registered,the registrant will,unless in the opinion of its counsel thematter has been settled by contr

61、olling precedent,submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the finaladjudication of such issue.II-4 2025/5/8 17:32sec.gov/Archives/edgar/data/2013100/0001641

62、17225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm8/9 EXHIBIT INDEX Exhibit No.Description of document1.1*Form of Underwriting Agreement3.1*Memorandum and Articles of Association,as amended and restated5.1*Opinion of Travers Thorp Alberga regarding

63、 the validity of Ordinary Shares being registered8.1*Opinion of Traver Thorp Alberga regarding certain Cayman Islands tax matters(included in Exhibit 5.1)10.1*+Employment Agreement between Vistek Limited and Mr.Teck Hong Ho10.2*+Employment Agreement between Vistek Limited and Mr.Jer Neng Teo,Vivian1

64、0.3*+Employment Agreement between Vistek Limited and Ms.Chin Fun Wang10.4*+Directors Agreement between Vistek Limited and Mr.Kian San Lum10.5*+Directors Agreement between Vistek Limited and Ms.Siew Khim Ng10.6*+Directors Agreement between Vistek Limited and Mr.Kok Chuah Tan10.7*Loan Agreement with s

65、hareholder10.8*+2025 Equity Incentive Plan10.9*Maybank Term Loan for a facility of S$2,500,000 dated 15 December 202010.10*Maybank Factoring Loan for a facility of S$1,300,000 dated 5 January 202210.11*Maybank Factoring Loan for a facility of S$3,000,000 dated 9 December 202021.1*List of Subsidiarie

66、s of the registrant23.1*Consent of OneStop Assurance PAC23.2*Consent of Travers Thorp Alberga(included in Exhibit 5.1)23.3*Consent of Opal Lawyers LLC(included in Exhibit 99.1)23.4*Consent of Frost&Sullivan99.1*Opinion of Opal Lawyers LLP regarding Singapore legal matters99.2*Consent of Mr.Kian San

67、Lum as an independent director nominee99.3*Consent of Ms.Siew Khim Ng as an independent director nominee99.4*Consent of Mr.Kok Chuah Tan as an independent director nominee99.5*Code of Ethics of the registrant99.6*Insider Trading Policy of the Registrant99.7*Executive Compensation Recovery Policy of

68、the Registrant99.8*Audit Committee Charter99.9*Compensation Committee Charter99.10*Nomination Committee Charter99.11*Request for Waiver and Representation Under Item 8.A.4 of Form 20-F107*Filing Fee Table*Previously field*Filed herewith+Management contract or compensatory plan II-5 2025/5/8 17:32sec

69、.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2013100/000164117225008122/formf-1a.htm9/9 SIGNATURES Pursuant to the requirements of the Securities Act,the registrant certifies that it has reasonable grounds to believe that itmeets all of the r

70、equirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by theundersigned,thereunto duly authorized,in Singapore,on May 1,2025.VISTEK LIMITED By:/s/Teck Hong Ho Name:Teck Hong Ho Title:Executive Director,Chairman and Chief Executive Officer By:/s

71、/Chin Fu Wang Name:Chin Fun Wang Title:Chief Financial Officer By:/s/Jer Neng Teo,Vivian Name:Jer Neng Teo,Vivian Title:Executive Director and Chief Operating Officer Pursuant to the requirements of the Securities Act,this Registration Statement has been signed by the following persons inthe capacit

72、ies and on the dates indicated.Signature Title Date /s/Teck Hong Ho Teck Hong Ho May 1,2025 Executive Director,Chairman and Chief ExecutiveOfficer(Principal Executive Officer)/s/Jer Neng Teo,Vivian Jer Neng Teo,Vivian May 1,2025 Executive Director and Chief Operating Officer /s/Chin Fu Wang Chin Fun

73、 Wang May 1,2025 Principal Financial and Accounting Officer(ChiefFinancial Officer)SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT Pursuant to the Securities Act,the undersigned,the duly authorized representative in the United States of America,hassigned this registration statement or amendment thereto in New York,NY,United States of America on May 1,2025.AUTHORIZED U.S.REPRESENTATIVE By:/s/Colleen A.De Vries Name:Colleen A.De Vries Title:Senior Vice-President on behalf of Cogency Global Inc.II-6