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1、F-1/A 1 formf-1a.htm As filed with the Securities and Exchange Commission on January 10,2025.Registration Statement No.333-283704 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1(Amendment No.1)REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 TMD Energy Limited(Exact

2、 name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5172 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)B-10-

3、06,Block B,Plaza Mont KiaraNo.2,Jalan Kiara,Mont Kiara50480 Kuala LumpurWilayah Persekutuan,West Malaysia+603 6419 1266(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 10168Te

4、l:(212)947-7200(Name,address,including zip code,and telephone 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 Place,CentralHong Kong S

5、ARTelephone:+852-3923-1111 M.Ali Panjwani,Esq.Pryor Cashman LLP7 Times SquareNew York,NY 10036(212)421-4100 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statement becomes effective.If any of the securities being registered on this form ar

6、e to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,as amended,check the followingbox.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securi

7、ties Act registration statementnumber of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlie

8、reffective 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 following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offer

9、ing.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected n

10、ot to use the extended transition periodfor complying with any new or revised financial accounting standards 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 to i

11、ts Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically states that this registration statement shall t

12、hereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationstatement shall become effective on such date as the Commission,acting pursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be

13、 changed.We may not sell these securities until the registration statement filed with the U.S.Securities and ExchangeCommission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale

14、is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED ,2025 Ordinary Shares TMD Energy Limited We are offering 3,100,000 ordinary shares,par value$0.0001 per share(“Ordinary Shares”).This is the initial public offering of Ordinary Shares of TMD Energy Limited(our“Company”).The offering

15、price of our Ordinary Shares in this offering is expected to be between$3.25 and$3.75 per share.Prior to this offering,there has been no public market for our Ordinary Shares.We intend to apply to list our Ordinary Shares on the NYSE American under the symbol“TMDE”.There is no assurance that such ap

16、plication will be approved,and if our application is notapproved;however,we will not complete this offering unless we are so listed.Our Company is a holding company incorporated in the Cayman Islands.As a holding company with no material operations of our own,we conduct our operations mainly in Mala

17、ysia andSingapore,through our operating subsidiaries,including Straits Marine Fuels&Energy Sdn.Bhd.,Straits Marine Services Pte.Ltd.,Straits Maritime Services Pte.Ltd.,Tumpuan MegahDevelopment Sdn.Bhd.,TMD Marine Fuels Sdn.Bhd.,Cavalla Asia Ltd.,Dolphin Asia Ltd.,Escolar Asia Ltd.,Oscar Asia Ltd.,Ph

18、oenix Asia Ltd.,S3 Asia Ltd.,TMD Straits Ltd.,TMD SturgeonLtd.,SMF Begonia Ltd.,SMF Ixora Ltd.,SMF Omura Ltd.,SMF Eden Maritime Ltd.,SMF Beluga Ltd.,Sierra Pioneer Marine Ltd.and Katsu Pioneer Marine Ltd.(the“Operating Subsidiaries”).This is an offering of the Ordinary Shares of our Company,the hold

19、ing company in the Cayman Islands,instead of shares of our Operating Subsidiaries.You may never directly hold any equityinterest in our Operating Subsidiaries.We are offering 3,100,000 Ordinary Shares,representing 13.42%of the Ordinary Shares following completion of the offering of our Company.Follo

20、wing theoffering,3,100,000 Ordinary Shares,representing 13.42%of the Ordinary Shares will be held by public shareholders,assuming the underwriters do not exercise their over-allotment option.Following the completion of this offering,we will be a“controlled company”within the meaning of the NYSE Amer

21、ican Company Guide and may rely on exemptions from certain corporategovernance requirements.As at the date of this prospectus,76.68%of the issued share capital of the Company is owned by Straits Energy Resources Berhad.Straits Energy Resources Berhadtherefore beneficially owns 76.68%of our total vot

22、ing power as at the date of this prospectus.Following completion of this offering,66.39%of the issued share capital of the Company will be ownedby Straits Energy Resources Berhad,which will beneficially own 66.39%of our total voting power.Dato Sri Kam Choy Ho,the Chairman Nominee of the Board,an Exe

23、cutive Director and theChief Executive Officer of our Company,is also the Group Managing Director of Straits Energy Resources Berhad(“Straits”),and that three other director nominees of our Company,namely DatoLeong Yan Yoong(An Executive Director in Straits),Datin Fong Shiang Ng(An Independent Non-E

24、xecutive Director of Straits)and Mr.Kok Chaw Leong(An Independent Non-Executive Directorof Straits),are also directors of Straits,and Mr.Chee Mun Hoh,the Chief Financial Officer of our Company,is also the Group Chief Financial Officer cum General Manager of Straits.See“Management Controlled Company

25、Exception”.Investing in our Ordinary Shares is highly speculative and involves a high degree of risk.Before buying any shares,you should carefully read the discussion of material risks ofinvesting in our Ordinary Shares in“Risk Factors”beginning on page 11 of this prospectus.We are an“emerging growt

26、h company”as defined under the federal securities laws and,as such,will be subject to reduced public company reporting requirements.See“ProspectusSummary Implications of Being an Emerging Growth Company and a Foreign Private Issuer”for additional information.Neither the U.S.Securities and Exchange C

27、ommission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus.Any representation to the contrary is a criminal offense.PER SHARE TOTAL Initial public offering price$Underwriting discounts(1)$Proceeds,before expenses,

28、to us$(1)For a description of the compensation to be received by the underwriters,see“Underwriting”beginning on page 142.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocket expenses)to be approximately$,exclusive of the abov

29、ediscounts.In addition,we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting”.This offeri

30、ng is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the shares if any such shares are not taken.We have granted theunderwriters an option for a period of forty-five(45)days after the closing of this offering to purchase up to 15%of the total num

31、ber of our Ordinary Shares to be offered by us pursuant to thisoffering(excluding shares subject to this option),solely for the purpose of covering over-allotments,at the initial public offering price less the underwriting discounts.If the underwriters exercise theoption in full,the total underwriti

32、ng discounts payable will be$based on an assumed initial public offering price of$3.50 per ordinary share(the midpoint of the price range set forth on thecover page of this prospectus),and the total gross proceeds to us,before underwriting discounts and expenses,will be$.If we complete this offering

33、,net proceeds will be delivered to us on theclosing date.The underwriters expect to deliver the Ordinary Shares against payment as set forth under“Underwriting”,on or about ,2025.Maxim Group LLC The date of this prospectus is ,2025.TABLE OF CONTENTS PageProspectus Summary 3Risk Factors 11Special Not

34、e Regarding Forward-Looking Statements 26Industry and Market Data 27Use of Proceeds 48Dividend Policy 49Capitalization 50Dilution 51Exchange Rate Information 52Corporate History and Structure 53Selected Consolidated Financial Data 58Management Discussion and Analysis of Financial Condition and Resul

35、ts of Operations 59Business 83Regulations 95Management 103Related Party Transactions 110Principal Shareholders 111Description of Shares 112Shares Eligible for Future Sale 130Material Income Tax Considerations 132Underwriting 142Expenses Related to this Offering 148Legal Matters 149Experts 149Enforce

36、ment of Liabilities 150Where You Can Find Additional Information 152Index to Consolidated Financial Statements F-1 We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize.We have not,and the underwriters have not,authorizedanyone to

37、 provide you with different information,and we and the underwriters take no responsibility for any other information others may give you.We are not,and the underwriters arenot,making an offer to sell our Ordinary Shares in any jurisdiction where the offer or sale is not permitted.You should not assu

38、me that the information contained in this prospectus isaccurate as of any date other than the date on the front cover of this prospectus,regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares.For investors outside the United States:Neither we nor the underwriters ha

39、ve done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside the United States who come into possession of this prospectus must inform themselves about,and

40、observe anyrestrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.Our Company is incorporated under the laws of the Cayman Islands and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of th

41、e U.S.Securities andExchange Commission,or the SEC,we currently qualify for treatment as a“foreign private issuer”.As a foreign private issuer,we will not be required to file periodic reports and financial statementswith the Securities and Exchange Commission,or the SEC,as frequently or as promptly

42、as domestic registrants whose securities are registered under the Securities Exchange Act of 1934,asamended,or the Exchange Act.Until and including ,2025(twenty-five(25)days after the date of this prospectus),all dealers that buy,sell or trade our Ordinary Shares,whether or not participating in this

43、offering,may be required to deliver a prospectus.This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respectto their unsold allotments or subscriptions.i CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicate

44、d or the context otherwise requires,all references in this prospectus to:“6M2023”are to six months ended June 30,2023;“6M2024”are to six months ended June 30,2024;“Bursa Malaysia”are to Bursa Malaysia Securities Berhad;“Cavalla Asia”are to Cavalla Asia Ltd.,a company incorporated in Labuan with limi

45、ted liability on June 1,2018 and our subsidiary;“Cayman Islands Companies Act”are to Companies Act(Revised)of the Cayman Islands,as amended and restated from time to time;“Dolphin Asia”are to Dolphin Asia Ltd.,a company incorporated in Labuan with limited liability on June 1,2018 and our subsidiary;

46、“dwt”are to deadweight tons;“Escolar Asia”are to Escolar Asia Ltd.,a company incorporated in Labuan with limited liability on June 1,2018 and our subsidiary;“EUR”or“”are to the lawful currency of the European Union;“Exchange Act”are to the U.S.Securities Exchange Act,as amended from time to time;“FY

47、2022”are to the financial year ended December 31,2022;“FY2023”are to the financial year ended December 31,2023;“Hong Kong”are to the Hong Kong Special Administrative Region of the PRC;“IMO”are to International Maritime Organisation,a United Nations agency that issues international trade standards fo

48、r shipping;“Industry Report”are to an independent industry report commissioned by us and prepared by Protg Associates Sdn.Bhd.for this prospectus;“ISCC EU”are to International Sustainability and Carbon Certification;“Katsu Pioneer”are to Katsu Pioneer Marine Ltd.,a company incorporated in Labuan wit

49、h limited liability on May 18,2021 and our subsidiary;“Labuan”are to Labuan,an island federal territory of Malaysia;“Labuan Companies Act”are to Labuan Companies Act 1990(Act 441)of Labuan,as amended and restated from time to time;“LNG”are to liquefied natural gas;“Malaysia”are to the sovereign stat

50、e of Malaysia;“Malaysia Companies Act”are to Companies Act 2016 of Malaysia;“mt”are to the metric ton;“M.T.”are to the motor tanker;“OGSE”are to oil and gas services and equipment;“Ordinary Shares”are the ordinary shares of our Company,par value of$0.0001 per share;“Oscar Asia”are to Oscar Asia Ltd.

51、,a company incorporated in Labuan with limited liability on June 1,2018 and our subsidiary;“our Board”are to the board of directors of our Company;“our Company”are to TMD Energy Limited,a company incorporated in the Cayman Islands with limited liability on October 17,2023 that will issue the Ordinar

52、y Shares being offered inthis offering;“our Group”,“we”,“us”and“our”are to our Company and its subsidiaries,as the context requires;“our Director(s)”are to the director(s)of our Company;“Phoenix Asia”are to Phoenix Asia Ltd.,a company incorporated in Labuan with limited liability on June 1,2018 and

53、our subsidiary;“PRC”or“China”are to the Peoples Republic of China,excluding Hong Kong,the Macau Special Administrative Region and Taiwan for the purposes of this prospectus only;“RM”are to the legal currency of Malaysia;“S3 Asia”are to S3 Asia Ltd.,a company incorporated in Labuan with limited liabi

54、lity on June 1,2018 and our subsidiary;“SEC”are to U.S.Securities and Exchange Commission;“Singapore Companies Act”are to Companies Act 1967 of Singapore,as amended and restated from time to time;“SGD”are to the legal currency of Singapore;“Sierra Pioneer”are to Sierra Pioneer Marine Ltd.,a company

55、incorporated in Labuan with limited liability on January 15,2021 and our subsidiary;“Singapore”are to Republic of Singapore;“SMF”are to Straits Marine Fuels&Energy Sdn.Bhd.,a company incorporated in Malaysia with limited liability on November 29,2018 and our subsidiary;“SMF Begonia”are to SMF Begoni

56、a Ltd.,a company incorporated in Labuan with limited liability on February 18,2019 and our subsidiary;1 “SMF Beluga”are to SMF Beluga Ltd.,a company incorporated in Labuan with limited liability on February 21,2020 and our subsidiary;“SMF Eden”are to SMF Eden Maritime Ltd.,a company incorporated in

57、Labuan with limited liability on August 18,2020 and our subsidiary;“SMF Ixora”are to SMF Ixora Ltd.,a company incorporated in Labuan with limited liability on February 18,2019 and our subsidiary;“SMF Omura”are to SMF Omura Ltd.,a company incorporated in Labuan with limited liability on February 25,2

58、020 and our subsidiary;“SMS 1”are to Straits Marine Services Pte.Ltd.,a company incorporated in Singapore with limited liability on April 23,2019 and our subsidiary;“SMS 2”are to Straits Maritime Services Pte.Ltd.,a company incorporated in Singapore with limited liability on April 7,2021 and our sub

59、sidiary;“Straits”are to Straits Energy Resources Berhad,a Malaysian company whose shares are listed on the ACE Market of Bursa Malaysia(stock code:0080);“Straits Group”are to Straits and its subsidiaries;“STS”are to ship-to-ship;“TMD Straits”are to TMD Straits Ltd.,a company incorporated in Labuan w

60、ith limited liability on December 2,2016 and our subsidiary;“TMD Sturgeon”are to TMD Sturgeon Ltd.,a company incorporated in Labuan with limited liability on December 5,2016 and our subsidiary;“Tumpuan Megah”are to Tumpuan Megah Development Sdn.Bhd.,a company incorporated in Malaysia with limited li

61、ability on December 10,2007 and our subsidiary;“TMDF”are to TMD Marine Fuels Sdn.Bhd.,a company incorporated in Malaysia with limited liability on January 5,2021 and our subsidiary;and “$”,“USD”,“US$”or“U.S.dollars”are to the legal currency of the United States.We have made rounding adjustments to s

62、ome of the figures included in this prospectus.Accordingly,numerical figures shown as totals in some tables may not be an arithmetic aggregation of thefigures that preceded them.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their

63、 over-allotment option.The functional currency of our entities located in Malaysia(save for Labuan)is RM,the functional currency of our entities located in Labuan is USD and the functional currency of our entitieslocated in Singapore is SGD.Our consolidated financial statements are presented in USD.

64、We use USD as reporting currency in our consolidated financial statements and in this prospectus.Assetsand liabilities are translated at the exchange rates on the balance sheet date,equity amounts are translated at historical exchange rates,and revenues,expenses,gains and losses are translated using

65、 theaverage rate for the period.Gains or losses resulting from foreign currency transactions are included in the accompanying consolidated statement of income and other comprehensive income.Translations of balances in the consolidated balance sheets,consolidated statements of income and consolidated

66、 statements of cash flows from RM and SGD into USD as of and for FY2022,FY2023,6M2023 and 6M2024 are solely for the convenience of the reader.The translations of balances in the consolidated balance sheets from RM and SGD into USD as of December 31,2022were calculated at the rate of RM 1.00 to USD 0

67、.2262 and SGD 1.00 to USD 0.7443 respectively,while that of December 31,2023 were calculated at the rate of RM 1.00 to USD 0.2172 and SGD1.00 to USD 0.7577 respectively.The translations of balances in the consolidated balance sheets from RM and SGD into USD as of June 30,2023 were calculated at the

68、rate of RM 1.00 to USD0.2142 and SGD 1.00 to USD 0.7374 respectively,while that of June 30,2024 were calculated at the rate of RM 1.00 to USD 0.2121 and SGD 1.00 to USD 0.7382 respectively.The translations of balances in the consolidated statements of income and consolidated statements of cash flow

69、from RM and SGD into USD for FY2022 were calculated at the rate of RM 1.00to USD 0.2274 and SGD 1.00 to USD 0.7253 respectively,while that for FY2023 were calculated at the rate of RM 1.00 to USD 0.2194 and SGD 1.00 to USD 0.7447 respectively.The translationsof balances in the consolidated statement

70、s of income and consolidated statements of cash flow from RM and SGD into USD for 6M2023 were calculated at the rate of RM 1.00 to USD 0.2245 andSGD 1.00 to USD 0.7486 respectively,while that for 6M2024 were calculated at the rate of RM 1.00 to USD 0.2118 and SGD 1.00 to USD 0.7486 respectively.No r

71、epresentation is made that the RM and SGD amounts represent or could have been,or could be,converted,realized or settled into USD at that rate,or at any other rate.2 PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the

72、 information you should consider before investing in our Ordinary Shares.You should read the entire prospectus carefully,including“Risk Factors”,“Managements Discussion and Analysis of Financial Condition and Results of Operations”,and our consolidatedfinancial statements and the related notes there

73、to,in each case included in this prospectus.You should carefully consider,among other things,the matters discussed in the section of this prospectustitled“Business”before making an investment decision.Overview We are principally involved in marine fuel bunkering services specializing in the supply a

74、nd marketing of marine gas oil and marine fuel oil which include high sulfur fuel oil,low sulfur fuel oiland very low sulfur fuel oil,to ships and vessels at sea.We are also involved in the provision of ship management services for in-house and external vessels,as well as vessel chartering.For our b

75、unkering services,we provide offshore bunkering services which involve STS transfer of marine fuels.We operate in 19 ports across Malaysia,and we operate under a fleet of 15bunkering vessels to provide STS transfer of marine fuels.The marine fuel we provide to our customers is procured from our supp

76、liers including energy companies,national oil companies,oil tradersand oil refineries.We are currently operating with 15 well-maintained bunkering vessels ranging from 540 dwt to 7,820 dwt,of which nine(9)are double bottom and double hull vessels with an average cargo-carrying capacity of approximat

77、ely 4,200 dwt each.Our comprehensive range of bunkering services caters to various types of seafaring vessels,including container vessels,oil tankers,cruise ships,and accommodation work barges such as floating production storage and offloading units and floating storage and offloading units,supply a

78、nd support vessels such as platform supply vessels andresearch vessels.Additionally,we provide fueling services to offshore structures such as semi-submersible rigs,jack-up rigs and drillships.Our customer base is diverse and includes oil and gas companies,shipping companies,maritime transport and l

79、ogistics companies,charterers,fishing vessels,naval and military vessels,as wellas passenger transport vehicles such as cruise ships.We are committed to delivering high-quality marine fuel products and reliable bunkering services to meet the specific requirements of our valuedcustomers in the mariti

80、me industry.Our supporting services include ship management services for in-house and external vessels whereby we will undertake operational management,technical management,and crewing for thevessel.Additionally,we also carry out vessel chartering services in-house and provide the services to extern

81、al parties.We will also charter our vessels to our subsidiaries based on its requirements.To ensure reliable and timely fuel delivery,we utilize our fleet of bunkering vessels exclusively for our own physical delivery operations.We do not typically charter them out to external parties.This level of

82、control allows us to maintain a high degree of oversight and optimize our operations to meet the specific demands of our customers.The management of our technical ship operations isconducted in-house,which enables us to uphold our standards of customer service.By managing these operations internally

83、,we can ensure that our vessels are well-maintained and operated to thehighest standards.Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:we have established a strong customer base;we are able to provide integrated services;and we have st

84、rong management.3 Our Strategies We intend to pursue the following strategies to further expand our business:expanding our bunkering services;expanding our ship management services;and diversification of fuel offerings and pricing.Our Corporate History The history of our Groups involvement in the OG

85、SE industry can be traced back to 2016,when its ultimate holding company,Straits Energy Resources Berhad(previously known as RayaInternational Berhad(“RIB”)ventured into the provision of oil bunkering services.Since then,RIB had on June 20,2017 changed its name to Straits Inter Logistics Berhad and

86、subsequently to itscurrent name,Straits Energy Resources Berhad,on August 19,2021.Currently,our Group is operating with a fleet of 15 well-maintained bunkering vessels and is currently providing bunkering services.We operate in 19 ports in Malaysia,including Lumut Port,Penang Port,Port Klang,Malacca

87、 Port,Linggi Port,Johor Port,Port of Tanjung Pelepas,Tok Bali Port,Kuala Terengganu Port,Dungun Port,Kemaman Port,Kuantan Port,Pulau Tioman Port,Desaru Port,Bintulu Port,Miri Port,Labuan Port,Kota Kinabalu Port and Sapangar Bay Oil Terminal.The subsidiaries of our Group are the subsidiaries of Strai

88、ts under the latters bunkering and shipping related services segment.Straits is a Malaysian company whose shares are listed on theACE Market of Bursa Malaysia(stock code:0080)and is subject to the ACE Market Listing Requirements issued by Bursa Malaysia which includes but not limited to requirements

89、 governingcorporate governance and transfer of shares by Straits and its subsidiaries.Certain of these requirements may extend to the subsidiaries of Straits,including our Group.In contemplation of Straitsintention to reorganize its oil bunkering and shipping related services segment for listing on

90、NYSE American via common control transactions,Straits had on November 21,2023 acquired ourCompany to initiate its restructuring exercise which involve the acquisition of oil bunkering,vessels chartering and vessels management subsidiaries from the Straits Group.4 Our Corporate Structure The followin

91、g diagram illustrates our corporate structure upon completion of the restructuring exercise and prior to the consummation of this offering.Transfers of Cash to and From Our Subsidiary Our Company is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries through loans o

92、r capital contributions without restrictions on the amount of the funds.Malaysian subsidiaries are permitted to obtain funding through an increase of share capital pursuant to a capital contribution subject to and in accordance with their respective constitution and theMalaysia Companies Act.Our Com

93、pany is also permitted under the laws of Malaysia to borrow from or lend to our Malaysian resident subsidiaries in RM in any amount to finance the followingactivities in Malaysia:(a)construction or purchase of a residential or commercial property,excluding purchase of land which will not be utilised

94、 for construction or production of goods or services;or 5 (b)production or consumption of goods or services,excluding:(i)activity in financial services sector,whether Islamic or otherwise;(ii)purchase of securities or Islamic securities;or (iii)purchase of Financial Instrument or Islamic Financial I

95、nstrument.Our Company is also allowed to borrow in currency other than RM from our Malaysian resident subsidiaries up to RM50 million equivalent per calendar year using funds sourced from theaggregate of conversion of RM into other currency.There is no restriction on our Company under Malaysian laws

96、 to borrow from or lend to our Labuan incorporated subsidiaries or for our Malaysianresident subsidiaries to borrow from our Company in currency other than RM.The Singapore subsidiaries can obtain funding through an increase in share capital pursuant to a capital contribution or loans from sharehold

97、ers or other companies within the Group subject toand in accordance with their respective constitution and the Singapore Companies Act.The Singapore subsidiaries can also provide funding in the same manner to other Group Companies.Inaddition,funds within the Group may also flow through the Singapore

98、 subsidiaries in the form of service fees and recharges,subject always to the authority granted to the Singapore subsidiary toenter into such transactions under its constitution.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our busine

99、ss and do not anticipate declaring or paying any dividends in theforeseeable future.Any future determination related to our dividend policy will be made at the discretion of our Board after considering our financial condition,results of operations,capitalrequirements,contractual requirements,busines

100、s prospects and other factors our Board deems relevant,and subject to the restrictions contained in any future financing instruments.Subject to the Cayman Islands laws and our articles of association as may be amended from time to time,our Company may only pay dividends out of profits or share premi

101、um and,our Boardmay authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied,on reasonable grounds,that immediately following payment of thedividend we will be able to pay our debts as they become due in the ordinary course of busine

102、ss.In addition,our shareholders may by ordinary resolution declare a dividend,but no dividend mayexceed the amount recommended by our Board.There is no further Cayman Islands statutory restriction on the amount of funds which may be distributed by us by dividend.For FY2022,FY2023,6M2023,6M2024 and u

103、p to the date of this prospectus,we did not declare or pay any dividends.If we determine to pay dividends on any of our Ordinary Shares in thefuture,as a holding company,we will be dependent on receipt of funds from our subsidiary by way of dividend payments.See“Dividend Policy”,“Risk Factors We rel

104、y on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have,and anylimitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.”.Please refer to Summ

105、ary Consolidated Financial Dataand Consolidated Statements of Change in Shareholders Equity in the Report of Independent Registered Public Accounting Firm for more information.Risks Related to Our Business and Industry(beginning on page 11 of this prospectus)We may not be able to obtain sufficient f

106、unds to grow or effectively manage our growth.Businesses we may acquire in the future will expose us to increased operating risks.We may not be able to obtain financing for our growth or to fund our future capital expenditures,which could negatively impact our results of operations and financial con

107、dition.Due to the lack of diversification in our lines of business,adverse developments in the marine fuel supply business would negatively impact our results of operations and financialconditions.6 Because of the limited supply of secondhand double hull bunkering tankers,we may not be able to acqui

108、re secondhand double hull bunkering tankers on economically acceptableterms which could impede our growth and negatively impact our results of operations and financial condition.Our purchase of secondhand vessels carries risks associated with the quality of those vessels because secondhand vessels t

109、ypically are not protected by builders or sellerswarranties.We rely on purchases from key customers and our results of operations will decrease if some of our key customers reduce or terminate their purchases.There is a customerconcentration risk in respect of a major customer which may impact our f

110、inancial results in the event of termination of purchases from the customer.Our Group does not enter into long-term agreements with our customers and,we cannot assume that our customers will continue to use our vessel refueling services,nor can weaccurately forecast future orders from our customers.

111、We depend on a limited number of suppliers,which makes us susceptible to supply shortages or price fluctuations that could diminish our operating results.The refined marine fuel that we purchase from our suppliers may fail to meet the specifications that we have agreed to supply to our customers and

112、,as a result,we could losebusiness from those customers and be subject to claims or other liabilities.Failure by the physical suppliers to provide services to us and our customers as agreed could subject us to customer claims and negatively affect our results.The value of our marine fuel inventory i

113、s subject to price fluctuations which may result in reduced value of our inventory and cause us to suffer financial loss.We rely on the expertise of our senior management and our inability to retain key personnel could interrupt our business and limit our growth.As we expand our fleet,we may not be

114、able to recruit suitable employees and crew for our tankers which may limit our growth and cause our financial performance to suffer.Our insurance may not provide adequate coverage for all potential loss and claims relating to our business operations and/or assets,and any uninsured losses incurred,m

115、ay besubstantial and therefore adversely affect our operations and financial results.Maritime claimants could arrest our vessels,which could disrupt our cash flow.Terrorist attacks,piracy and international hostilities have previously affected the shipping industry,and any future attacks could negati

116、vely impact our results of operations andfinancial condition.Security,political and economic instability in the Middle East may harm our business.Adverse conditions in the shipping industry may reduce the demand for our products and services and negatively affect our results of operations and financ

117、ial condition.Material disruptions in the availability or supply of oil may reduce the supply of our products and have a material impact on our operating results,revenues and costs.In the highly competitive marine fuel supply industry,we may not be able to successfully compete for customers with new

118、 entrants or established companies with greater resources.Our operations are subject to extensive environmental laws and regulations,the violation of which could result in liabilities,fines or penalties and changes of which may requireincreased capital expenditures and other costs necessary to opera

119、te and maintain our vessels.Our vessel operations have inherent risks that could negatively impact our results of operations and financial condition.Our historical dividends may not be indicative of our future dividends.Risks Related to Our Corporate Structure(beginning on page 18 of this prospectus

120、)We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have,and any limitation on the ability of oursubsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.7 Risks Related

121、 to our Ordinary Shares(beginning on page 18 of this prospectus)There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Shares at or above the price you pay for them,or at all.We will incur increased costs as a result of being a public com

122、pany,particularly after we cease to qualify as an“emerging growth company”.If we fail to meet applicable listing requirements,NYSE American may delist our Ordinary Shares from trading,in which case the liquidity and market price of our Ordinary Sharescould decline.Volatility in our Ordinary Shares p

123、rice may subject us to securities litigation.The price and the trading volume of our Ordinary Shares may be volatile which could result in substantial losses for investors purchasing our Shares under this offering.Our pre-IPO shareholders will be able to sell their shares after completion of this of

124、fering subject to restrictions under the Rule 144.If you purchase our Ordinary Shares in this offering,you will incur immediate and substantial dilution in the book value of your shares.We will be a“controlled company”within the meaning of NYSE American rules and we will qualify for and may rely on

125、exemptions from certain corporate governancerequirements.Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business St

126、artups Act,or JOBSAct,enacted in April 2012,and may take advantage of reduced reporting requirements that are otherwise applicable to public companies.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of relat

127、ed Managements Discussion and Analysis of Financial Condition and Results ofOperations in our filings with the SEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;reduced disclosure obligations regarding execut

128、ive compensation in periodic reports,proxy statements and registration statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previouslyapproved.We may take advantage of these provi

129、sions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Ordinary Shares pursuant to this offering.However,if certain events occur before the end of such five-year period,including if we become a“large accelerated filer”,our annual gross revenu

130、es exceed$1.235 billion or we issue more than$1.0 billion of non-convertible debt in any three-year period,we will cease to be an emerging growth company before the end of such five-year period.In addition,Section 107 of the JOBS Act provides that an“emerging growth company”can take advantage of the

131、 extended transition period provided in Section 7(a)(2)(B)of the Securities Actof 1933,as amended,or the Securities Act,for complying with new or revised accounting standards.We have elected to take advantage of the extended transition period for complying with new orrevised accounting standards and

132、 acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.We are a“foreign private issuer”,as defined by the SEC.As a result,in accordance with the rules and regulations of the NYSE American,we may comply with home country governancerequirements and certain exemptions thereun

133、der rather than complying with NYSE American corporate governance standards.We may choose to take advantage of the following exemptions affordedto foreign private issuers:Exemption from filing quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within

134、four(4)days of their occurrence.8 Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders,which will provide less data in this regard than shareholders of U.S.companies that are subject tothe Exchange Act.Exemption from the NYSE American rules applicable to domestic issuers re

135、quiring disclosure within four(4)business days of any determination to grant a waiver of the code ofbusiness conduct and ethics to directors and officers.Although we will require board approval of any such waiver,we may choose not to disclose the waiver in the manner set forthin the NYSE American ru

136、les,as permitted by the foreign private issuer exemption.Exemption from the requirement that our Board have a compensation committee that is composed entirely of independent directors with a written charter addressing thecommittees purpose and responsibilities.Exemption from the requirements that di

137、rector nominees are selected,or recommended for selection by our Board,either by(i)independent directors constituting a majority of ourBoards independent directors in a vote in which only independent directors participate,or(ii)a committee comprised solely of independent directors,and that a formal

138、writtencharter or board resolution,as applicable,addressing the nominations process is adopted.If we rely on our home country corporate governance practices in lieu of certain of the rules of the NYSE American,our shareholders may not have the same protections afforded to shareholdersof companies th

139、at are subject to all of the corporate governance requirements of the NYSE American.If we choose to do so,we may utilize these exemptions for as long as we continue to qualify as aforeign private issuer.Although we are permitted to follow certain corporate governance rules that conform to the Cayman

140、 Islands requirements in lieu of many of the NYSE American corporate governance rules,weintend to comply with the NYSE American corporate governance rules applicable to foreign private issuers.Implication of Being a Controlled Company We are and will continue,following this offering,to be a“controll

141、ed company”within the meaning of the NYSE American Company Manual and,as a result,may rely on exemptions fromcertain corporate governance requirements that provide protection to shareholders of other companies.We are,and will remain,a“controlled company”as defined under the NYSE American Company Gui

142、de.As at the date of this prospectus,76.68%of the issued share capital of the Company isowned by Straits.Straits therefore beneficially owns 76.68%of our total voting power as at the date of this prospectus.Following completion of this offering,66.39%of the issued share capital of theCompany will be

143、 owned by Straits,which will beneficially own 66.39%of our total voting power.Dato Sri Kam Choy Ho,the Chairman Nominee of our Board,an Executive Director and the ChiefExecutive Officer of our Company,is also the Group Managing Director of Straits,and that three other Director nominees,namely Dato L

144、eong Yan Yoong(An Executive Director of Straits),DatinFong Shiang Ng(An Independent Non-Executive Director of Straits)and Mr.Kok Chaw Leong(An Independent Non-Executive Director of Straits),are also directors of Straits,and Mr.Chee MunHoh,the Chief Financial Officer of our Company,is also the Group

145、Chief Financial Officer cum General Manager of Straits.For so long as we are a controlled company,we are permitted to elect not to comply with certain stock exchange rules regarding corporate governance,including the following requirements:that a majority of its board of directors consist of indepen

146、dent directors;that its director nominees be selected or recommended for the boards selection by a majority of the boards independent directors in a vote in which only independent directorsparticipate or by a nominating committee comprised solely of independent directors,in either case,with a formal

147、 written charter or board resolutions,as applicable,addressing thenominations process and such related matters as may be required under the federal securities laws;and that its compensation committee be composed solely of independent directors with a written charter addressing the committees purpose

148、 and responsibilities.9 As a result,you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to rely on the“controlled company”exemption under the NYSE American listing rules,we could elect to re

149、ly on this exemption after we complete this offering.If weelected to rely on the“controlled company”exemption,a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensationcommittees might not consist entirely of independent dir

150、ectors after we complete this offering.(See“Risk Factors Risks Related to Our Ordinary Shares We will be a“controlled company”within the meaning of the NYSE American Company Guide and we will qualify for and may rely on exemptions from certain corporate governance requirements.”)Corporate Informatio

151、n Our principal executive office is located B-10-06,Block B,Plaza Mont Kiara,No 2,Jalan Kiara,Mont Kiara,50480 Kuala Lumpur,Wilayah Persekutuan,West Malaysia.Our telephone numberis(+603)6419 1266.Our registered office in the Cayman Islands is located at the office of Ogier Global(Cayman)Limited,89 N

152、exus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Island.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY10168.Our website is located at .Information contained on,or that can be accessed through,our website is not a pa

153、rt of,and shall not be incorporated by reference into,this prospectus.The Offering(1)Securities being offered:3,100,000 Ordinary Shares on a firm commitment basis.Initial public offering price:We estimate the initial public offering price will be between$and$per ordinary share.Number of Ordinary Sha

154、res outstanding before this offering:20,000,000 Ordinary Shares.Number of Ordinary Shares outstanding after this offering:23,100,000 Ordinary Shares.Use of proceeds:Based upon an initial public offering price of$3.50 per Ordinary Share(the midpoint of the price range setforth on the cover page of th

155、is prospectus),we estimate that we will receive net proceeds from thisoffering,after deducting the estimated underwriting discounts and the estimated offering expenses payableby us,of approximately$7,728,256 if the underwriters do not exercise their over-allotment option,and$9,276,418 if the underwr

156、iters exercise their over-allotment option in full,after deducting the underwritingdiscounts,out-of-pocket expense allowance and estimated offering expenses payable by us.We plan to use the net proceeds of this offering as follows:55%for the purchase of cargo oil;29%for defraying the listing expense

157、s;the balance of 16%for working capital and other general corporate purposes.For more information on the use of proceeds,see“Use of Proceeds”on page 48.Lock-up:The Company,and all of its Directors,officers and principal shareholders(defined as owners of 5%ormore of our Ordinary Shares of the Company

158、 as of the effective date of this Registration Statement)haveagreed with the underwriters not to offer,issue,sell,contract to sell,encumber,grant any option for thesale of or otherwise dispose of,directly or indirectly,any of our Ordinary Shares or securities convertibleinto or exercisable or exchan

159、geable for our Ordinary Shares for a period of six(6)months after the offeringis completed.See“Shares Eligible for Future Sale”and“Underwriting”for more information.Proposed NYSE American symbol:We have applied to have our Ordinary Shares listed on the NYSE American under the symbol“TMDE”.Risk facto

160、rs:Investing in our Ordinary Shares is highly speculative and involves a high degree of risk.As aninvestor you should be able to bear a complete loss of your investment.You should carefully consider theinformation set forth in the“Risk Factors”section beginning on page 11.Unless otherwise indicated,

161、all information contained in this prospectus assumes no exercise of the underwriters over-allotment option and is based on 20,000,000 Ordinary Shares outstandingas of the date of this prospectus.10 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.You should carefully

162、consider the following information about these risks,together with the other information appearingelsewhere in this prospectus,before deciding to invest in our Ordinary Shares.The occurrence of any of the following risks could have a material adverse effect on our business,financial condition,result

163、s of operations and future growth prospects.In these circumstances,the market price of our Ordinary Shares could decline,and you may lose all or part of your investment.Risks Related to Our Business and Industry We may not be able to obtain sufficient funds to grow or effectively manage our growth.A

164、 principal focus of our strategy is to grow by expanding our business.Our future growth will depend on a number of factors which include our ability to:increase our fleet of bunkering and specialty tankers;identify suitable markets for expansion;consummate vessel acquisitions;integrate acquired vess

165、els successfully with our existing operations;obtain required financing for our existing and new operations and business lines;hire,train and retain qualified personnel to manage and operate our growing business and fleet;maintain effective internal controls;improve our operating and financial syste

166、ms and controls;maintain or improve our credit control procedures;obtain and maintain required governmental authorizations,licenses and permits for new and existing operations;provide timely service at competitive prices;and attract and retain customers.11 A deficiency in any of these factors may ne

167、gatively impact our ability to generate cash flow,raise money or effectively manage our growth.In addition,competition from other companies couldreduce our expansion or acquisition opportunities,cause us to lose business opportunities,competitive advantages or customers or cause us to pay higher or

168、charge lower prices than we mightotherwise pay or charge.Furthermore,competitive conditions in the markets that we may consider for future expansion may be more adverse to us than those markets that we currently have presenceand any new markets that we open may be less profitable than our existing m

169、arkets.Businesses we may acquire in the future will expose us to increased operating risks.As part of our growth strategy,we intend to explore acquisition opportunities of marine fuel supply and complementary businesses.This expansion could expose us to additional business andoperating risks and unc

170、ertainties,including:the ability to effectively integrate and manage acquired businesses;the ability to realize our investment in the acquired businesses;the diversion of managements time and attention from other business concerns;the risk of entering markets in which we may have no or limited direc

171、t prior experience;the potential loss of key employees of the acquired businesses;the risk that an acquisition could reduce our future earnings;and exposure to unknown liabilities.Although our management will endeavor to evaluate the risks inherent in any particular transaction,we cannot assure you

172、that we will properly ascertain all such risks.In addition,futureacquisitions could result in the incurrence of substantial additional indebtedness and other expenses.Future acquisitions may also result in potentially dilutive issuances of equity securities and mayaffect the market price of our comm

173、on shares.Difficulties encountered with acquisitions may have a material adverse effect on our business,financial condition and results of operations.As at the date of this prospectus,no such acquisitions have been planned.We may not be able to obtain financing for our growth or to fund our future c

174、apital expenditures,which could negatively impact our results of operations and financial condition.In order to fund future vessel acquisitions for market expansion,products expansion,increased working capital levels or capital expenditures,we will be required to use cash from operations,incur borro

175、wings or raise capital through the sale of debt or additional equity securities.Use of cash from operations will reduce cash available for dividend distributions to you.Our ability to obtainadditional bank financing or to access the capital markets for any future offerings may be limited by our fina

176、ncial condition at the time of any such financing or offering,as well as by adverse marketconditions resulting from,among other things,general economic conditions and contingencies and uncertainties that are beyond our control.Our failure to obtain the funds for future vesselacquisitions,market and

177、products expansion or capital expenditures could impact our results of operations and financial condition.The issuance of additional equity securities would dilute yourinterest in our Company and reduce dividends payable to you.Even if we are successful in obtaining additional bank financing,paying

178、debt service would limit cash available for working capital andincreasing our indebtedness could have a material adverse effect on our business,results of operations,cash flows and financial condition.Due to the lack of diversification in our lines of business,adverse developments in the marine fuel

179、 supply business would negatively impact our results of operations and financial condition.We rely primarily on the revenues generated from our business of physical supply and marketing of refined marine fuel to end customers.Due to the lack of diversification in our lines ofbusiness,an adverse deve

180、lopment in our marine fuel supply business would have a significant impact on our business,financial condition and results of operations.12 Because of the limited supply of secondhand double hull double bottom bunkering tankers,we may not be able to acquire secondhand double hull double bottom bunke

181、ring tankers oneconomically acceptable terms which could impede our growth and negatively impact our results of operations and financial condition.Our ability to grow is in part dependent on our ability to expand our fleet through acquisitions of suitable double hull double bottom secondhand bunkeri

182、ng tankers.We believe that theavailability of secondhand double hull double bottom bunkering tankers in the open market is limited.We may not be able to obtain suitable secondhand tankers or negotiate acceptable purchasecontracts with their owners or obtain financing for such acquisitions on economi

183、cally acceptable terms.Our failure to obtain and acquire suitable secondhand double hull double bottom bunkeringtankers could limit the future growth of our business and have a material impact on our results of operations and financial condition.As at the date of this prospectus,we do not have any p

184、lan to acquire additional double hull double bottom secondhand bunkering tankers.Our purchase of secondhand vessels carries risks associated with the quality of those vessels because secondhand vessels typically are not protected by builders or sellers warranties.Our fleet renewal and expansion stra

185、tegy includes the acquisition of secondhand vessels.As at the date of this prospectus,we are operating with 15 well-maintained secondhand bunkeringvessels which typically do not carry warranties with respect to their condition.Our inspections of secondhand vessels would normally not provide us with

186、as much knowledge of its condition as wewould possess if the vessel had been built for us and operated by us throughout its life.Repairs and maintenance costs for secondhand vessels are difficult to predict and may be more substantial thanfor vessels we have operated since they were built.These cost

187、s could decrease our profits and reduce our liquidity.As at the date of this prospectus,we do not have any plan to acquire additional secondhand vessels.We rely on purchases from key customers and our results of operations may decrease if some of our key customers reduce or terminate their purchases

188、.Generally,we have not derived a significant amount of revenue from written volume commitments from our key customers or any other understandings with our key customers that relate tofuture purchases.Purchases by our key customers could be reduced or terminated at any time.A substantial reduction or

189、 a termination of purchases by our key customer could significantly decreaseour results of operation.Our Group does not enter into long-term agreements with our customers and,we cannot assume that our customers will continue to use our vessel refueling services,nor can we accuratelyforecast future o

190、rders from our customers.Our Group does not enter into long-term agreements with our customers.Our customers are not obliged to continue to use our vessel refueling services at a level similar to that in the past or atall.The volume of their orders might vary significantly and it is difficult for us

191、 to forecast future orders accurately.Our customers level of demand may fluctuate due to factors out of our control,such as changes in their business strategies,purchasing preferences and product trends.If any of our major customers terminates its business relationship with us,and we fail to secure

192、new customersor new orders from other existing customers in a timely manner,our business operations,financial performance and profitability would be adversely affected.We depend on a limited number of suppliers,which makes us susceptible to supply shortages or price fluctuations that could diminish

193、our operating results.We currently purchase refined marine fuel products from a limited number of suppliers.For FY2022,FY2023,6M2023 and 6M2024,we purchased marine fuel products from 16,18,14 and 12suppliers,respectively.In particular,the percentage of our total purchases from our largest supplier f

194、or FY2022,FY2023,6M2023 and 6M2024 amounted to approximately 55%,47%,40%and 83%,respectively,while the percentage of our aggregated purchases from our five largest suppliers for FY2022,FY2023,6M2023 and 6M2024 amounted to approximately 94%,96%,79%and 94%,respectively.Our term contracts with our supp

195、liers usually last for 3 months.If our relationship with any of our other key suppliers terminates or if any of our key suppliers suffers a disruption in production,we may not be able to obtain a sufficient quantity of refinedmarine fuel on acceptable terms and without interruption in our business.W

196、e may experience difficulties and delays in obtaining marine fuel from alternative sources of supply.Any interruption ordelay in the supply of marine fuel,or the inability to obtain fuel from alternate sources at acceptable prices and within a reasonable amount of time,would impair our ability to me

197、et scheduleddeliveries to our customers and could cause customers to cancel orders or impose penalties.The refined marine fuel that we purchase from our suppliers may fail to meet the specifications that we have agreed to supply to our customers and,as a result,we could lose business fromthose custo

198、mers and be subject to claims or other liabilities.If the refined marine fuel that we purchase from our suppliers fails to meet the specifications we have agreed to supply to our customers,we could lose our customers and be subject to claims orother liabilities.The loss of customers and increased li

199、abilities would reduce our earnings and could have a material adverse effect on our business,weaken our financial condition and reduce ourresults of operations.13 Failure by the physical suppliers to provide services to us and our customers as agreed could subject us to customer claims and negativel

200、y affect our results.We purchase from the physical suppliers to deliver marine fuel to our customers in locations where we do not have physical presence.The failure of the physical supplier to perform theseservices in accordance with the terms we have agreed with them and our customers could affect

201、our relationships with our customers and subject us to claims and other liabilities which could harmour business or negatively affect our financial results.If any of the physical suppliers fails to perform its obligations to us,you will not have any recourse directly against the physical suppliers.T

202、he value of our marine fuel inventory is subject to price fluctuations which may result in reduced value of our inventory and cause us to suffer financial loss.Due to the nature of our business,we may increase the volume of our marine fuel inventories.Depending upon the price and price movement of r

203、efined marine fuel,our marine fuel inventoriesmay subject us to a risk of financial loss.Pricing terms with our suppliers and customers and hedges by way of oil futures or other instruments,should we enter into them,may not adequately protectus in the event of a substantial downward movement in the

204、price of marine fuel.We are exposed to inventory risk and this would adversely affect our Groups business,financial condition and results of operations.Our inventories are subject to global economic and political factors that will affect the oil price movements that may not be favourable to our Comp

205、any and may impact our financial results.However,we are mitigated as our inventories are delivered to our customers within a short turnaround period.Even though we have entered into contracts with our suppliers,such contracts are not related to any of our contracts with our customers,and as such the

206、re is no guarantee that any marine fuelpurchased under such contracts with our suppliers will be sold to our designated customers.If we are unable to consume sufficient marine fuel from our suppliers to meet the base quantity undercontracts with our suppliers,our suppliers have the right to file a c

207、laim against us,which,in turn,will adversely affect our business,financial condition and results of operations.In addition,in the event that the marine fuel supplied to our customers is not up to the standard specified by our customers,our customers will seek compensation from us,which,in turn,willa

208、dversely affect our business,financial condition and results of operations We rely on the expertise of our senior management and our inability to retain key personnel could interrupt our business and limit our growth.Our success depends to a significant degree upon the abilities and efforts of our m

209、anagement team and our ability to hire and retain key members of our management team.The loss of any ofthese individuals could adversely affect our business prospects and financial condition.Difficulty in hiring and retaining key personnel could negatively impact our results of operations and financ

210、ialcondition.We believe that Dato Sri Kam Choy Ho and Dato Leong Yan Yoong(an executive Director nominee)are important members of our Board and Dato Sri Kam Choy Ho,Dato Leong YanYoong and Mr.Chee Mun Hoh are important members of our proposed management team and that the loss of the services or invo

211、lvement in our business on the part of either one of them would havea material adverse effect on our Company.As we expand our fleet,we may not be able to recruit suitable employees and crew for our tankers which may limit our growth and cause our financial performance to suffer.As we expand our flee

212、t,we will need to recruit suitable crew,shoreside,administrative and management personnel.We may not be able to continue to hire suitable employees as we expand ourfleet of tankers.If we are unable to recruit suitable employees and crews,we may not be able to provide our services to customers,our gr

213、owth may be limited and our financial performance maysuffer.We may be subject to demurrage charges which will negatively impact our results of operations and financial condition.Despite our efforts to closely monitor and manage our logistics operations,there remains an inherent risk of incurring dem

214、urrage charge.Demurrage charges arise when there are delays in theloading or unloading or cargo from a vessel within an agreed timeframe.While we strive to ensure that cargo is handled efficiently and in adherence with the agreed timeframe,we cannot assure youthat we will completely eliminate the ri

215、sk of demurrage charge.There are various factors that are beyond our control,such as equipment malfunctions,labor dispute,adverse weather conditions andport congestion.If we are unable to load or upload our cargo timely,we will be subject to demurrage charges,which will negatively impact our results

216、 of operations and financial condition.We may be subject to litigation that,if not resolved in our favor and not sufficiently insured against,could have a material adverse effect on our results of operations.We may be,from time to time,involved in disputes with and subject to claims from,among other

217、s,our employees,customers,suppliers and other parties from time to time in respect of variousmatters,including delay in delivery,complaints about the quality of marine fuel and personal injury which may lead to claims for damages against us.These disputes may include,among otherthings,contract dispu

218、tes,personal injury claims,environmental claims or proceedings,asbestos and other toxic tort claims,employment matters,governmental claims for taxes or duties,and otherlitigation that arises in the ordinary course of our business.There is no assurance that we may be able to resolve every instance of

219、 a dispute by way of negotiation and/or mediation with the relevant parties.If we fail to do so,it may lead to legal andother proceedings against us,and consequently we may have to incur significant expenses for defending ourselves or initiate proceedings against other parties to protect our interes

220、t.Contingentliabilities may be recognized in our financial statements in respect of the disputes and adjustment will be made to our revenue which may have a material adverse effect on our results of operations.Furthermore,if we fail to obtain favorable outcomes in such proceedings,we may be liable t

221、o pay significant amounts of damages which may adversely affect our operations and financial results.Our insurance may not provide adequate coverage for all potential loss and claims relating to our business operations and/or assets,and any uninsured losses incurred,may be substantial andtherefore a

222、dversely affect our operations and financial results.We maintain insurance coverage against,among other things,hull and machinery insurance,protection and indemnity insurance,cargo insurance,general liability insurance,work injurycompensation insurance,and group personal accident insurance and group

223、 health plan insurance(group hospitalization and surgical coverage).However,our insurance coverage may not adequatelyprotect us against all potential claims,damages and liabilities that we may incur in the course of our business operations,which may result in an adverse effect on our business.If we

224、are heldresponsible for any damages,liabilities or losses and our insurance is insufficient or unavailable to cover the claims,there would be an adverse effect on our business,results of operations andfinancial position.In addition,there is no guarantee that insurance coverage will always be availab

225、le to us at economically favorable premiums(or at all)or that,in the event of a claim,the level of insurancecurrently maintained by us or in the future is or will be adequate or cover the entire claim/liability.We may be subject to liabilities which have not been insured adequately at all.Any uninsu

226、red risksmay result in substantial costs and the diversion of resources,which could adversely affect our results of operations and financial condition.14 With respect to losses which are covered by our insurance policies,it may be a difficult and lengthy process to recover such losses from insurers.

227、In addition,we may be unable to recover theamount from the insurer.Even we are able to recover certain losses from our insurers,our premiums might increase and it might be hard for us to renew our insurance policies.Therefore,if we areheld liable for uninsured losses or amounts and claims for insure

228、d losses exceeding our insurance coverage,our operations and financial results may be adversely affected.Maritime claimants could arrest our vessels,which could disrupt our cash flow.Crew members,suppliers of goods and services to a vessel and other parties may be entitled to a maritime lien against

229、 that vessel for unsatisfied debts,claims or damages.In many jurisdictions,a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings.The arrest or attachment of one or more of our vessels could interrupt our cash flows and require usto pay a significant amount

230、 of money to have the arrest lifted.In addition,in some jurisdictions under the“sister ship”theory of liability,a claimant may arrest both the vessel that is subject to theclaimants maritime lien and any“associated”vessel,which is any vessel owned or controlled by the same owner.Claimants could try

231、to assert“sister ship”liability against one vessel in our fleet forclaims relating to another vessel in our fleet.Terrorist attacks,piracy and international hostilities have previously affected the shipping industry,and any future attacks could negatively impact our results of operations and financi

232、alcondition.Terrorist attacks,such as the attack on the M.T.Limburg in October 2002,could adversely affect our operations and directly impact our vessels or charterers.We conduct our marine fuel supplyoperations outside of the United States,and our business,results of operations,cash flows and finan

233、cial condition could suffer by changing economic,political and government conditions in thecountries and regions where our vessels are employed or registered.Moreover,we operate in a sector of the economy that is likely to be adversely impacted by the effects of political instability,terrorist or ot

234、her attacks,war,piracy or international hostilities.Security,political and economic instability in the Middle East may harm our business.The escalating conflicts between Israel and its neighboring countries and Islamist militia and political groups since late 2023,particularly the Israel-Gaza Strip

235、and attacks targeting vessels in thesouthern Red Sea,has introduced geopolitical tensions and security risks within the Middle East region.The fear of disruption to oil exports has led to a surge in worldwide crude oil price.Concurrently,the price of bunkering surges globally,which is associated wit

236、h the risk premium and the on-going flourishing demand around the globe.Any significant increase in marine fuel pricemight tighten the operating cash flows of our Group,which may,in turn,adversely affect our working capital requirements or financial conditions.Adverse conditions in the shipping indu

237、stry may reduce the demand for our products and services and negatively affect our results of operations and financial condition.Our business is focused on the physical supply and marketing of refined marine fuel to the shipping industry.Adverse economic conditions in the shipping industry,such as l

238、ow charter rates orhigh operating costs,may have an adverse effect on our customers.In addition,any political instability,terrorist activity,piracy activity or military action that disrupts shipping operations willadversely affect our customers.Any adverse conditions in the shipping industry may red

239、uce the demand for our products and services and negatively affect our results of operations and weaken ourfinancial condition.Material disruptions in the availability or supply of oil may reduce the supply of our products and have a material impact on our operating results,revenues and earnings.The

240、 success of our business depends on our ability to purchase,sell and deliver marine fuel products to our customers.Material disruptions in the availability or supply of oil may have an adverseeffect on our suppliers.In addition,any political instability,natural disasters,terrorist activity,military

241、action or other similar conditions may disrupt the availability or supply of oil and consequentlydecrease the supply of refined marine fuel.Decreased availability or supply of marine fuel may reduce our operating results,revenues and earnings.15 In the highly competitive marine fuel supply industry,

242、we may not be able to successfully compete for customers with new entrants or established companies with greater resources.We are subject to aggressive competition in all aspects of our business.Our competitors are numerous,ranging from large multinational corporations,which have significantly great

243、er capitalresources than us,to relatively small and specialized firms.In addition to competing with fuel resellers,such as World Fuel Services Corporation(“World Fuel Services”)and BP Sinopec MarineFuels Pte Ltd,we also compete with the major oil producers that market fuel directly to large commerci

244、al shipping companies.We may not be able to successfully compete for customers because ofincreased competition from the major oil producers or our suppliers who may choose to market directly to large as well as smaller shipping companies,or to provide less advantageous price andcredit terms to us.Al

245、so,due in part to the highly fragmented market,competitors with greater resources could enter the marine fuel supply industry and operate larger fleets of bunkering tankersthrough consolidations or acquisitions and may be able to offer better terms than we are able to offer to our customers.We opera

246、te in a highly regulated industry and significant compliance costs and efforts may adversely affect our business and profitability.The ownership,operation and management of vessels is highly regulated.Our operations are subject to compliance of extensive international conventions,treaties,internatio

247、nal and local laws,andregulations in force from time to time in the countries and ports where our vessel visit,the jurisdictions in which our vessels are registered,and the international conventions and regulations adoptedby the IMO and the jurisdictions in which we operate,including but not limited

248、 to the International Safety Management Code,the Maritime Labor Convention,the International Convention for thePrevention of Pollution from Ships,International Convention for the Safety of Life at Sea 1974,International Regulations for Preventing Collisions at Sea 1972 and Petroleum Development Act1

249、974.See“Regulations”for further details.Our operations are subject to extensive environmental laws and regulations,the violation of which could result in liabilities,fines or penalties and changes of which may require increasedcapital expenditures and other costs necessary to operate and maintain ou

250、r vessels.We are subject to various environmental laws and regulations dealing with the handling of marine fuel products.We currently store marine fuel inventories on our bunkering tankers and we may,in the future,maintain marine fuel inventories at several other locations in fixed or floating stora

251、ge facilities.Our operations involve the risks of fuel spillage or seepage,environmental damage,andhazardous waste disposal,among other things.If we are involved in a spill or other accident involving hazardous substances,if there are releases of marine fuel products we own,or if we are found tobe i

252、n violation of environmental laws or regulations,we could be subject to liabilities that could have a materially adverse effect on our business and operating results.We are also subject to possibleclaims by customers,employees and others who may be injured by a fuel spill,exposure to fuel,or other a

253、ccidents.If we should fail to comply with applicable environmental regulations,we could besubject to substantial fines or penalties and to civil or criminal liability.In particular,our operations are subject to numerous laws and regulations in the form of international conventions,national,state and

254、 local laws and national and international regulations in forcein the jurisdictions in which our vessels operate or are registered,which can significantly affect the ownership and operation of our vessels.These regulations include,but are not limited to,(i)theInternational Convention on Civil Liabil

255、ity for Oil Pollution Damage of 1992;(ii)the International Convention for the Prevention of Pollution from Ships of 1973;and(iii)the InternationalConvention for the Safety of Life at Sea of 1974.We refer you to the discussion in the section of this prospectus entitled“Regulations”for a description o

256、f environmental laws and regulations thataffect our business.A failure to comply with applicable laws and regulations may result in administrative and civil penalties,criminal sanctions or the suspension or termination of our operations.Someenvironmental laws often impose strict liability for remedi

257、ation of spills and releases of oil and hazardous substances,which could subject us to liability without regard to whether we were negligentor at fault.An oil spill could result in significant liability,including fines,penalties,criminal liability and remediation costs for natural resource damages a

258、s well as third-party damages.We arerequired to satisfy insurance and financial responsibility requirements for potential oil(including marine fuel)spills and other pollution incidents.Our insurance policies covering certainenvironmental risks may not be sufficient to cover all such risks and any cl

259、aim may have a material adverse effect on our business,results of operations,cash flows and financial condition.Compliance with applicable laws,regulations and standards,may require us to make additional capital expenditures for the installation of costly equipment or operational changes and may aff

260、ectthe resale value or useful lives of our vessels.In order to satisfy these requirements,we may,from time to time,be required to take our vessels out of service for extended periods of time,withcorresponding losses of revenues.We may also incur additional costs in order to comply with other existin

261、g and future regulatory obligations,including costs relating to air emissions,maintenanceand inspection,elimination of tin-based paint,development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollutionincidents.These costs c

262、ould reduce our results of operations and cash flows and weaken our financial condition.Also,in the future,market conditions may not justify these expenditures or enable usto operate some or all of our vessels profitably during the remainder of their economic lives.16 Our business operations may be

263、affected if we fail to renew or maintain licenses or certifications required to operate.We are required to obtain a variety of licenses and certifications as required under the jurisdiction which our vessels operate in.See“Regulation”for further details.There can be no assurancethat we will not be s

264、ubject to suspension,revocation or termination of our major licences,permits or approvals in the event of non-compliance with any terms or conditions thereof,or pursuant to anyregulatory action.While we have not in the past encountered any difficulties in renewing or obtaining our major licences,per

265、mits and approvals for our business operations,there can be no assurancethat we will be able to renew such licences,permits and approvals in a timely manner or at all in the future.We also cannot assure that there will not be variation,modification or imposition ofadditional conditions attached to t

266、he licences,permits and approvals which may adversely affect our business,financial condition,results of operations and prospects.Any failure to renew ormaintain our major licences,permits and approvals in the future could materially and adversely affect our business,financial condition,results of o

267、perations and prospects.Natural disasters,acts of war,political unrest and epidemics,which are beyond our control,may cause damage,loss or disruption to our business.Natural disasters,acts of war,political unrest and epidemics,which are beyond our control,may materially and adversely affect the econ

268、omy,infrastructure and livelihood of our customers.Ourbusiness,financial condition,results of operations and prospects may be materially and adversely affected if such natural disasters occur in places where we operate or where our products are sold,whether directly or indirectly.Political unrest,ac

269、ts of war and terrorists attacks may cause drastic movement in oil prices and the stability of oil supply,any of which could materially and adverselyaffect our sales,cost of sales,overall results of operations and financial condition.The potential for war or terrorists attacks may also cause uncerta

270、inty and cause our business to suffer in waysbeyond our prediction.As at the date of this prospectus,although the dramatic surge in international oil price has stopped gradually,the Ukraine crisis is still underway and its outcome remains uncertain.We cannotpredict how the oil market will react to f

271、uture news of the Ukraine crisis,or other wars,natural disasters or social unrest,and our business performance,results of operations and financial conditioncould be adversely affected should any of these events happen in the future.For details,see“Industry and Market Data Overview of the Oil and Gas

272、 Industry”.Our vessel operations have inherent risks that could negatively impact our results of operations and financial condition.Our vessels and fuel oils that they carry are at risk of being damaged or lost because of events such as marine disasters,bad weather,mechanical failures,human error,wa

273、r,terrorism,piracy andother circumstances or events.All these hazards can result in death or injury to persons,loss of revenues or property,environmental damage,higher insurance rates,damage to our customerrelationships,delays or rerouting.Adverse weather may also significantly affect the timing on

274、delivery of oil,and lead to disputes with customers if not handled carefully.If our vessels suffer damage,they may need to be repaired.The costs of vessel repairs are unpredictable and can be substantial.We may have to pay repair costs that our insurance policies do notcover.The loss of earnings whi

275、le these vessels are being repaired,as well as the actual cost of these repairs,would decrease our results of operations.If one of our vessels were involved in anaccident with the potential risk of environmental contamination,the resulting media coverage could have a material adverse effect on our b

276、usiness,our results of operations and cash flows andweaken our financial condition.Apart from our normal repair and maintenance,our fleet of vessels are scheduled to periodic dry-docking approximately every thirty(30)months to maintain the operational condition of thevessels which is necessary for i

277、ts licensing renewal and to meet safety requirements imposed by oil terminals,suppliers and customers.Any operational disruption,including as a result of technicalissues with any of the vessels,can increase operating cost as such disruption may result in additional dry docking and maintenance costs.

278、Failure to detect misconduct of our personnel,agents or third parties may impair our reputation While we have put in place internal control policies and procedures which are designed to prevent and mitigate the risks of fraud,illegal act or misconduct of our Directors,employees,agents,clients and/or

279、 third parties,we cannot assure you that we would be able to effectively prevent the occurrence of misconduct,which may involve,among others,the entering into of unauthorisedtransactions or the conducting of illicit activities resulting in unknown and/or unmanageable risks or losses,improperly using

280、 or disclosing confidential or inside information,recommendingtransactions that are not suitable for clients or the engaging in fraudulent acts or otherwise not complying with applicable laws or our internal control procedures.There is no assurance that there willnot be any misconduct by our Directo

281、rs,employees,agents,clients and/or third parties,or that future incidents of misconduct of them will not subject us to serious penalties or limitations on ourbusiness activities.17 It is not always possible to deter or prevent misconduct of our Directors,employees,agent or clients,and the precaution

282、s we take to prevent and to detect such activity may not be effective in allcases.Any misconduct may also result in investigation against our Group by regulatory bodies and such investigation may require us to devote substantial resources in handling such investigation,which may affect our operation

283、s.We could also suffer from adverse publicity,reputational damage or litigation losses that may arise from the misconduct of our personnel,which may have a materialadverse effect on our business,financial conditions,growth prospect and results of operations.Failure to maintain effective internal con

284、trols could cause our investors to lose confidence in us and adversely affect the market price of our common stock.If our internal controls are noteffective,we may not be able to accurately report our financial results or prevent fraud.Section 404 of the Sarbanes-Oxley Act of 2002,or Section 404,req

285、uires that we maintain internal control over financial reporting that meets applicable standards.We may err in the design oroperation of our controls,and all internal control systems,no matter how well designed and operated,can provide only reasonable assurance that the objectives of the control sys

286、tem are met.Becausethere are inherent limitations in all control systems,there can be no assurance that all control issues have been or will be detected.If we are unable,or are perceived as unable,to produce reliablefinancial reports due to internal control deficiencies,investors could lose confiden

287、ce in our reported financial information and operating results,which could result in a negative market reaction and adecrease in our stock price.If we identify any material weaknesses in our internal control over financial reporting,and we are unable to comply with the requirements of Section 404 in

288、 a timely manner,if we are unable to assertthat our internal control over financial reporting is effective,or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control overfinancial reporting,we may be late with the filing of

289、 our periodic reports,investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our commonstock could be negatively affected.As a result of such failures,we could also become subject to investigations by the stock exchange on which our securities

290、 are listed,the SEC,or other regulatoryauthorities,and become subject to litigation from investors and stockholders,which could harm our reputation,financial condition or divert financial and management resources from our corebusiness,and would have a material adverse effect on our business,financia

291、l condition and results of operations.We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the development and implementation of processes andcontrols over the financial reporting process.See“Managements Discussion

292、 and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-Internal Control”.However,we cannot assure you that these measures will significantly improve or remediate the material weakness described above.We may not maintain strict quality control measures and safety

293、standards and our failure or deterioration of our quality control system would adversely affect our operation and financialcondition.Our Groups operations and reputation are significantly dependent on maintaining strict quality control measures and safety standards,which,in turn,depends on a number

294、of factors,includingthe implementation of our quality control and safety policies as well as the composition of our quality control team.Failure to comply with and adhere to these quality and safety standards could havesevere adverse effects on our business and have a material adverse effect on our

295、reputation in the market among current or prospective customers,which could,in turn,lead to fewer orders in thefuture and harm our financial condition and operating results.We are exposed to foreign currency fluctuations as our transactions are substantially denominated in US$,which may adversely af

296、fect our business,financial condition and results ofoperations.Our business activities are substantially denominated in US$,while our assets and liabilities are denominated in our functional currency(i.e.RM,US$and SGD).Our reporting currency is US$.When we prepare our consolidated financial statemen

297、ts,sales in foreign currencies are converted into US$at average exchange rates of the relevant financial years whereas foreign currency balancesheets are translated into US$at the rates as at the balance sheet date.Accordingly,the profits derived in foreign currencies would be lower should there be

298、any weakening in the exchange rate ofUS$against RM and SGD.We may not pay any dividends on the Ordinary Shares.Dividends may be paid out of our distributable profits in accordance with applicable laws.The ability to pay dividends is contingent upon our capacity to generate sufficient distributable p

299、rofits.During FY2022,FY2023,6M2023 and 6M2024,the Operating Subsidiaries did not declare any dividend to its then shareholders.We cannot guarantee when,if,or in what form,dividends will bepaid on the Ordinary Shares following the listing.A declaration of dividends must be proposed by our Board and w

300、ill be based on,and limited by,various factors,including our business and financialperformance,capital and regulatory requirements and general business conditions.Furthermore,we may not have sufficient profits to make dividend distributions to our shareholders in the future,even if our financial sta

301、tements prepared in accordance with International Financial Reporting Standards indicate that our operations have been profitable.Risks Related to Our Corporate Structure We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we ma

302、y have,and any limitation on the ability of our subsidiary tomake payments to us could have a material adverse effect on our ability to conduct our business.Our Company is a holding company,and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing

303、 requirements,including the funds necessary topay dividends and other cash distributions to our shareholders and service any debt we may incur.If our subsidiaries incur debt on its own behalf in the future,the instruments governing the debt mayrestrict its ability to pay dividends or make other dist

304、ributions to us.Any limitation on the ability of our Operating Subsidiaries to pay dividends or make other distributions to us could materially andadversely limit our ability to grow,make investments or acquisitions that could be beneficial to our business,pay dividends,or otherwise fund and conduct

305、 our business.Risks Related to our Ordinary Shares There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Shares at or above the price you pay for them,or at all.Prior to this offering,there has not been a public market for our Ordinary S

306、hares.We plan to apply for the listing of our Ordinary Shares on the NYSE American.An active public market for ourOrdinary Shares,however,may not develop or be sustained after the offering,in which case the market price and liquidity of our Ordinary Shares will be materially and adversely affected.1

307、8 In recent years,the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of thosecompanies.Broad market and industry factors may significantly affect the market price of our Ordinary Shares,re

308、gardless of our actual operating performance.These fluctuations may be even morepronounced in the trading market for our Ordinary Shares shortly following this offering.If the market price of our Ordinary Shares after this offering does not ever exceed the initial public offeringprice,you may not re

309、alize any return on your investment in us and may lose some or all of your investment.In addition,in the past,class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price.Securities litigation broughtagainst us following

310、volatility in our share price,regardless of the merit or ultimate results of such litigation,could result in substantial costs,which would hurt our financial condition and operatingresults and divert managements attention and resources from our business.We will incur increased costs as a result of b

311、eing a public company,particularly after we cease to qualify as an“emerging growth company”.Upon consummation of this offering,we will incur significant legal,accounting and other expenses as a public company that we did not incur as a private company.The Sarbanes-Oxley Act of2002,as well as rules s

312、ubsequently implemented by the SEC,impose various requirements on the corporate governance practices of public companies.We are an“emerging growth company”,asdefined in the JOBS Act and will remain an emerging growth company until the earlier of(1)the last day of the fiscal year(a)following the fift

313、h anniversary of the completion of this offering,(b)inwhich we have total annual gross revenue of at least$1.235 billion,or(c)in which we are deemed to be a large accelerated filer,which means the market value of our Ordinary Shares that is held bynon-affiliates exceeds$700 million as of the last bu

314、siness day of our most recently completed second fiscal quarter,and(2)the date on which we have issued more than$1.0 billion in non-convertible debt during the prior three-year period.An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwi

315、se applicable generally topublic companies.These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth companys internal control over financialreporting and permission to delay adopting new or revised accounting standards unt

316、il such time as those standards apply to private companies.Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly.After we are no longer an“emerging growth company”,or until five years followin

317、g the completion of our initial public offering,whichever is earlier,we expect to incur significant expenses and devote substantialmanagement effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.For example,as a public company,we have

318、been required toincrease the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.We have incurred additional costs in obtaining director and officerliability insurance.In addition,we incur additional costs associated with our public c

319、ompany reporting requirements.It may also be more difficult for us to find qualified persons to serve on ourBoard or as executive officers.We are currently evaluating and monitoring developments with respect to these rules and regulations,and we cannot predict or estimate with any degree of certaint

320、y theamount of additional costs we may incur or the timing of such costs.If we fail to meet applicable listing requirements,NYSE American may delist our Ordinary Shares from trading,in which case the liquidity and market price of our Ordinary Shares coulddecline.Assuming our Ordinary Shares are list

321、ed on NYSE American,we cannot assure you that we will be able to meet the continued listing standards of NYSE American in the future.If we fail tocomply with the applicable listing standards and NSYE American delists our Ordinary Shares,we and our shareholders could face significant material adverse

322、 consequences,including:a limited availability of market quotations for our Ordinary Shares;reduced liquidity for our Ordinary Shares;a determination that our Ordinary Shares are“penny stock”,which would require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly re

323、sult in a reducedlevel of trading activity in the secondary trading market for our Ordinary Shares;19 a limited amount of news about us and analyst coverage of us;and a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.The Nati

324、onal Securities Markets Improvement Act of 1996,which is a federal statute,prevents or preempts the states from regulating the sale of certain securities,which are referred to as“covered securities”.Because we expect that our Ordinary Shares will be listed on NYSE American,such securities will be co

325、vered securities.Although the states are preempted from regulating thesale of our securities,the federal statute does allow the states to investigate companies if there is a suspicion of fraud,and,if there is a finding of fraudulent activity,then the states can regulate or barthe sale of covered sec

326、urities in a particular case.Further,if we were no longer listed on NYSE American,our securities would not be covered securities and we would be subject to regulations ineach state in which we offer our securities.Volatility in our Ordinary Shares price may subject us to securities litigation.The ma

327、rket for our Ordinary Shares may have,when compared to seasoned issuers,significant price volatility and we expect that our Ordinary Share price may continue to be more volatile thanthat of a seasoned issuer for the indefinite future.In the past,plaintiffs have often initiated securities class actio

328、n litigation against a company following periods of volatility in the market price of itssecurities.We may,in the future,be the target of similar litigation.Securities litigation could result in substantial costs and liabilities and could divert managements attention and resources.The price and the

329、trading volume of our Ordinary Shares may be volatile which could result in substantial losses for investors purchasing our Shares under this offering.The price and trading volume of our Ordinary Shares may be volatile.The market price of our Ordinary Shares may fluctuate significantly and rapidly a

330、s a result of the following factors,among others,some of which are beyond our control:fluctuations in stock market price and volume;depth and liquidity of the market for our Ordinary Shares;investors perceptions of us and our business;actions by institutional shareholders;changes in accounting stand

331、ards,policies,guidance,interpretations and principles;additions or departures of our key personnel;regulatory or legal developments,including involvement in litigation;and general global economic,political and stock market conditions.There were instances of extreme stock price run-ups followed by ra

332、pid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initialpublic offerings,particularly among companies with relatively smaller public floats.Such volatility,including stock run-up,may be unrelated or disproportionate to the actual o

333、r expected operatingperformance and financial condition or prospects of such companies,making it difficult for investors to assess the rapidly changing value of our Ordinary Shares.In addition,if the trading volumes of our Ordinary Shares are low,persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares.This low volume oftrades could also cause the