《GrowHub Ltd(TGHL)美股招股说明书 F-1(2025-07-03修订版)(英文版)(8页).pdf》由会员分享,可在线阅读,更多相关《GrowHub Ltd(TGHL)美股招股说明书 F-1(2025-07-03修订版)(英文版)(8页).pdf(8页珍藏版)》请在三个皮匠报告上搜索。
1、F-1/A 1 formf-1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on July 3,2025.Registration No.333-286923 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.2toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 THE GROWHUB LIMITED(Exact Na
2、me of Registrant as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 7374 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)60 Paya Leb
3、ar Road#12-37 Paya Lebar SquareSingapore 409051+65 6993 9430(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1-800-221-0102(Name,address,including zip code,and telephone
4、 number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Road CentralHong Kong SARTelephone:+852-3923-1111 Mark Y.Liu,Esq.Christina Russo,Esq.
5、Akerman LLP633 West Fifth Street,Suite 6400Los Angeles,California 90071(213)688-9500 Approximate date of commencement of proposed sale to the public:As soon as practicable after this RegistrationStatement becomes effective.If any of the securities being registered on this Form are to be offered on a
6、 delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933,check the following box:2025/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm1/8 If this Form is filed to regist
7、er additional securities for an offering pursuant to Rule 462(b)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to
8、Rule 462(c)under the Securities Act,check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the follow
9、ing boxand list the Securities Act registration number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Actof 1933.Emerging growth company.If an emerging growth c
10、ompany that prepares its financial statements in accordance with U.S.GAAP,indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The
11、 registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the registrant shall file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance with Section 8(a)of
12、 the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuantto said Section 8(a),may determine.2025/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.se
13、c.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm2/8 EXPLANATORY NOTE This Amendment No.2 is being filed solely for the purpose of filing exhibit 23.1 to this registration statement on Form F-1(File No.333-286923),or the Registration Statement,and to amend and restate the exhibit ind
14、ex set forth in Part II of theRegistration 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.2 does not contain copies of theprospectus included i
15、n the Registration Statement,which remains unchanged from the Registration Statement filed on May 2,2025,and consists only of the cover page,this explanatory note and Part II of the Registration Statement.2025/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec
16、.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm3/8 Part II Information Not Required in the Prospectus Item 6.Indemnification of Directors and Officers.Cayman Islands law does not limit the extent to which a companys articles of association may provide indemnification ofofficers and
17、directors,except to the extent any such provision may be held by the Cayman Islands courts to be contrary to thepublic interest,such as providing indemnification against wilful default,fraud or the consequences of committing a crime.Ourarticles of association provide that each officer or director of
18、 the registrant shall be indemnified out of the assets of the registrantfrom and against all actions,costs,charges,losses,damages and expenses which they or any of them,shall or may incur or sustainby or by reason of any act done,concurred in or omitted in or about the execution of their duty,or sup
19、posed duty,in theirrespective offices or trust unless such actions,costs,charges,losses,damages and expenses arise from wilful default,wilful neglector fraud which may attach to such directors or officers.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
20、 directors,officers or personscontrolling us under the foregoing provisions,we have been informed that in the opinion of the SEC such indemnification isagainst public policy as expressed in the Securities Act and is therefore unenforceable.Item 7.Recent Sales of Unregistered Securities.Set forth bel
21、ow is information regarding Ordinary Shares issued by us during the last three years.None of the belowdescribed transactions involved any underwriters,underwriting discounts and commissions or commissions,or any public offering.THE GROWHUB LIMITED was incorporated in the Cayman Islands on April 12,2
22、024 as an exempted company withlimited liability.Upon incorporation,the Company issued 1 Ordinary Share to Chan Choon Yew Lester for the consideration ofUS$0.0005.At the consummation of our reorganization,our authorized share capital was US$50,000 divided into 100,000,000Ordinary Shares of nominal o
23、r par value US$0.0005 each,comprising(a)75,000,000 Class A Shares of a nominal or par value ofUS$0.0005 each,and(b)25,000,000 Class B Shares of a nominal or par value of US$0.0005 each.On August 23,2024,the shareholders of GrowHub BVI,including Chan Choon Yew Lester,Tan Mei Chin,Ngo WoonKiat Alec,Ch
24、ai Chun Kiat,Loo Jian Lin Aaron,Chong Nien Lin Danny,Huang Junli Christopher,Masanori Nakatani,Lim WeiSiong,who are the current principal shareholders of the Company,subscribed for 11,116,470 Class A Ordinary Shares and10,433,339 Class B Ordinary Shares in the Company,the consideration of which was
25、the transfer of their total shareholdings inGrowHub BVI to the Company.We believe that the offers,sales and issuances of the securities described in the preceding paragraph were exempt fromregistration either(a)under Section 4(a)(2)of the Securities Act and the rules and regulations promulgated ther
26、eunder,in that thetransactions were between an issuer and sophisticated investors or members of its senior executive management and did notinvolve any public offering within the meaning of Section 4(a)(2),(b)under Regulation S promulgated under the Securities Act inthat offers,sales and issuances we
27、re not made to persons in the United States and no directed selling efforts were made in theUnited States,or(c)under Rule 701 promulgated under the Securities Act in that the transactions were underwritten compensatorybenefit plans or written compensatory contracts.II-12025/7/4 08:56sec.gov/Archives
28、/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm4/8 Item 8.Exhibits.(a)Exhibits.The following documents are filed as part of this registration statement:1.1*Form of Underwriting Agreement3.1*Amended and Restated Memoran
29、dum and Articles of Association of the Company4.1*Specimen Certificate for Class A Ordinary Shares4.2*Form of Underwriters Warrant5.1*Opinion of Harney Westwood&Riegels Singapore LLP as to the validity of the Ordinary Shares5.2*Opinion of Drew&Napier LLC,as to certain Singapore Legal Matters5.3*Opin
30、ion of Loeb&Loeb LLP as to the legality of the underwriters warrants10.1*Form of Employment Agreement,by and between the registrant and its Executive Officer.10.2*Form of Independent Director Agreement by and between the registrant and its Independent Director.10.3*Comprehensive Partnership Agreemen
31、t dated September 8,2023 by and between GrowHub Innovations Australia andKyoto Sangyo University10.4*Memorandum of Understanding dated November 17,2023 by and between Menjong Sorig Pharmaceuticals CorporationLtd.,Druk Holding&Investments Ltd.,The GrowHub Innovations Company Pte ltd,and Trend Tech Co
32、nsultancy10.5*Lease Agreement dated February 28,2023 by and between the Shire of Murray,GrowHub Innovations Australia andGrowHub Innovations Singapore10.6*2024 Employee Incentive Plan14.1*Code of Business Conduct and Ethics21.1*List of Subsidiaries23.1*Consent of Audit Alliance LLP23.2*Consent of Ha
33、rney Westwood&Riegels Singapore LLP(included in Exhibit 5.1)23.3*Consent of Drew&Napier LLC(included in Exhibit 5.2)23.4*Consent of Loeb&Loeb LLP(included in Exhibit 5.3)24.1*Power of Attorney(included on signature page to the registration statement)99.1*Charter of the Audit Committee99.2*Charter of
34、 the Compensation Committee99.3*Charter of the Nominating and Corporate Governance Committee99.4*Insider Trading Policy99.5*Executive Compensation Recovery Policy107*Calculation of Registration Fee*Filed herein.*Previously Filed.(b)Financial Statement Schedules None.Item 9.Undertakings The undersign
35、ed registrant hereby undertakes:(a)to provide to the underwriter at the closing specified in the underwriting agreements,certificates in suchdenominations and registered in such names as required by the underwriter to permit prompt delivery to eachpurchaser;(b)insofar as indemnification for liabilit
36、ies arising under the Securities Act of 1933 may be permitted to directors,officers and controlling persons of the registrant pursuant to the foregoing provisions,or otherwise,the registranthas been advised that in the opinion of the U.S.Securities and Exchange Commission such indemnification isagai
37、nst public policy as expressed in the Act and is,therefore,unenforceable.In the event that a claim forindemnification against such liabilities(other than the payment by the registrant of expenses incurred or paid by adirector,officer,or controlling person of the registrant in the successful defense
38、of any action,suit or proceeding)is asserted by such director,officer or controlling person in connection with the securities being registered,the registrant will,unless in the opinion of its counsel the matter has been settled by controllingprecedent,submit to a court of appropriate jurisdiction th
39、e question of whether such indemnification by it isagainst public policy as expressed in the Act and will be governed by the final adjudication of such issue;2025/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2024114/00016411722501
40、7662/formf-1a.htm5/8(c)for purposes of determining any liability under the Securities Act of 1933,the information omitted from the formof prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form ofprospectus filed by the Registrant pursuant to Rule 4
41、24(b)(1)or(4)or 497(h)under the Securities Act shall bedeemed to be part of this registration statement as of the time it was declared effective;and (d)for the purpose of determining any liability under the Securities Act of 1933,each post-effective amendment thatcontains a form of prospectus shall
42、be deemed to be a new registration statement relating to the securities offeredtherein,and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.II-22025/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec.gov
43、/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm6/8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933,the registrant certifies that it has reasonable grounds to believethat it meets all of the requirements for filing on Form F-1 and has duly caused this registration s
44、tatement to be signed on its behalfby the undersigned,thereunto duly authorized,in Singapore,on July 3,2025.THE GROWHUB LIMITED By:/s/Chan Choon Yew Lester Name:Chan Choon Yew Lester Title:Chief Executive Officer and Director KNOW ALL BY THESE PRESENTS,that each person whose signature appears below
45、hereby constitutes and appointsChan Choon Yew Lester his or her true and lawful agent,proxy and attorney-in-fact,with full power of substitution andresubstitution,for and in his or her name,place and stead,in any and all capacities,to(1)act on,sign and file with the Securitiesand Exchange Commission
46、 any and all amendments(including post-effective amendments)to this Registration Statement togetherwith all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b)under the SecuritiesAct of 1933,as amended,together with all schedules and exhibits theret
47、o,(2)act on,sign and file such certificates,instruments,agreements and other documents as may be necessary or appropriate in connection therewith,(3)act on and file any supplement toany prospectus included in this Registration Statement or any such amendment or any subsequent registration statement
48、filedpursuant to Rule 462(b)under the Securities Act of 1933,as amended,and(4)take any and all actions which may be necessary orappropriate to be done,as fully for all intents and purposes as he or she might or could do in person,hereby approving,ratifyingand confirming all that such agent,proxy and
49、 attorney-in-fact or any of his or her substitutes may lawfully do or cause to be doneby virtue thereof.Pursuant to the requirements of the Securities Act of 1933,this Registration Statement has been signed by the followingpersons in the capacities and on the dates indicated.Name Position Date /s/Ch
50、an Choon Yew Lester Chief Executive Officer and Director July 3,2025Chan Choon Yew Lester(Principal executive officer)/s/Tan Mei Chin Director and Chief Financial Officer July 3,2025Tan Mei Chin(Principal financial and accounting officer)/s/Huang Junli Christopher Independent Director July 3,2025Hua
51、ng Junli Christopher /s/Masanori Nakatani Independent Director July 3,2025Masanori Nakatani /s/Raymond Tan Independent Director July 3,2025Raymond Tan /s/Lim Wei Siong Independent Director July 3,2025Lim Wei Siong /s/Chong Nien Lin Danny Chong Nien Lin Danny Non-executive Director July 3,2025 II-320
52、25/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm7/8 Authorized U.S.Representative Pursuant to the Securities Act of 1933,as amended,the undersigned,the duly authorized representative in the U
53、nitedStates of THE GROWHUB LIMITED,has signed this registration statement in New York,on July 3,2025.Authorized U.S.Representative Cogency Global Inc.By:/s/Colleen A.De Vries Name:Colleen A.De Vries Title:Senior Vice-President on behalf of Cogency Global Inc.II-4 2025/7/4 08:56sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2024114/000164117225017662/formf-1a.htm8/8