《Vantage Corp（VNTG）美股招股說明書 F-1（2025-05-21版）（英文版）（8頁）.pdf》由會員分享，可在線閱讀，更多相關《Vantage Corp（VNTG）美股招股說明書 F-1（2025-05-21版）（英文版）（8頁）.pdf（8頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/22 09:37sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm1/8F-1/A 1 formf-1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on May 21,2025.Registration No.333-282566 UNITED STAT

2、ESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.8TOFORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Vantage Corp(Exact Name of Registrant as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 4731 Not Applicable(Sta

3、te or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)#05-06,Level 5,51 Cuppage RoadSingapore 229469+65 6737 2221(Address,including zip code,and telephone number,including area code,of registrants principal e

4、xecutive offices)COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1-800-221-0102(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

5、 S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Road CentralHong Kong SARTelephone:+852-3923-1111 Ying Li,Esq.Guillaume de Sampigny,Esq.950 Third Avenue,19th FloorNew York,NY 10222Telephone:+1212-530-2206 Approximate date of commencement of proposed sale to the public:As soon as practica

6、ble after this Registration Statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box:If this Form is filed to register additional securities for an

7、 offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.2025/5/22 09:37sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htmhttps:/www

8、.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm2/8If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for

9、 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 listthe Securities Act registration number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registra

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

11、 for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further am

12、endment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting purs

13、uantto said Section 8(a),may determine.2025/5/22 09:37sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm3/8 EXPLANATORY NOTE This Amendment No.8 is being filed solely for the purpose of filing certain upda

14、ted exhibits to this registration statementon Form F-1,or the Registration Statement,and to amend and restate the exhibit index set forth in Part II of the RegistrationStatement.No changes have been made to the Registration Statement other than this explanatory note as well as revised versions ofthe

15、 cover page,filing status of such exhibit,and exhibit index of the Registration Statement.This Amendment No.8 does notcontain copies of the prospectus included in the Registration Statement,which remains unchanged from Amendment No.7 to theRegistration Statement,filed on April 17,2025.2025/5/22 09:3

16、7sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm4/8 Part II Information Not Required in the Prospectus Item 6.Indemnification of Directors and Officers.Cayman Islands law does not limit the extent to wh

17、ich a companys articles of association may provide indemnification of officersand directors,except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the publicinterest,such as providing indemnification against wilful default,fraud or the consequences of comm

18、itting a crime.Our articles ofassociation provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant from andagainst all actions,costs,charges,losses,damages and expenses which they or any of them,shall or may incur or sustain by or byreason of a

19、ny act done,concurred in or omitted in or about the execution of their duty,or supposed duty,in their respective officesor trust unless such actions,costs,charges,losses,damages and expenses arise from wilful default,wilful neglect or fraud whichmay attach to such directors or officers.Insofar as in

20、demnification for liabilities arising under the Securities Act may be permitted to directors,officers or personscontrolling us under the foregoing provisions,we have been informed that in the opinion of the SEC such indemnification isagainst public policy as expressed in the Securities Act and is th

21、erefore unenforceable.Item 7.Recent Sales of Unregistered Securities.Set forth below is information regarding ordinary shares issued by us during the last three years.None of the below describedtransactions involved any underwriters,underwriting discounts and commissions or commissions,or any public

22、 offering.Upon incorporation of the Company on April 2,2024,the Company issued one ordinary share of par value ofUS$0.001 each in the Company to Harneys Fiduciary(Cayman)Limited and Harneys Fiduciary(Cayman)Limited transferred one ordinary share of par value of US$0.001 each to Ho Ying Keat Lowell o

23、n the same day.On June 24,2024,the Company redesignated(a)the 1 issued ordinary share of a par value of US$0.001 held byHo Ying Keat Lowell to 1 Class B Ordinary Share,and(b)the 49,999,999 authorised but unissued ordinaryshares of par value of US$0.001 each to 25,000,000 Class A Ordinary Shares and

24、24,999,999 Class B OrdinaryShares.On October 15,2024,the Company allotted and issued an aggregate of 7,633,620 Class A Ordinary Shares toeight minority shareholders and 20,366,379 Class B Ordinary Shares to Ho Ying Keat Lowell,AndresianDRozario,Francis Junior James,Randy Yong Choon Hong,and Quah Cho

25、ong Hua,the consideration of whichwas the transfer of their total shareholding in Vantage BVI to the Company.Such shares were allocated pro ratabased on each shareholders previous holdings in Vantage BVI,such that post-Reorganization(but pre-IPO),thepercentage ownership of each shareholder in the Co

26、mpany is the same as their previous holding in Vantage BVI.Holders of Class A Ordinary Shares are entitled to one vote per share,while holders of Class B Ordinary Sharesare entitled to ten votes per share.Given that the five principal shareholders,who are also the founders and seniormanagement of th

27、e Group,have been managing the Group since its inception,the Company believes it is in itsbest interest to grant them greater voting power.Therefore,the five principal shareholders received Class BOrdinary Shares,while the minority shareholders,being passive investors,received Class A Ordinary Share

28、s.We believe that the offers,sales and issuances of the securities described in the preceding paragraph were exempt from registrationeither(a)under Section 4(a)(2)of the Securities Act and the rules and regulations promulgated thereunder,in that the transactionswere between an issuer and sophisticat

29、ed investors or members of its senior executive management and did not involve any publicoffering within the meaning of Section 4(a)(2),(b)under Regulation S promulgated under the Securities Act in that offers,salesand issuances were not made to persons in the United States and no directed selling e

30、fforts were made in the United States,or(c)under Rule 701 promulgated under the Securities Act in that the transactions were underwritten compensatory benefit plans orwritten compensatory contracts.Item 8.Exhibits.(a)The following documents are filed as part of this registration statement:1.1 Form o

31、f Underwriting Agreement*3.1 Amended and Restated Memorandum and Articles of Association of the Company,as currently in effect*4.1 Specimen Share Certificate*4.2 Form of Underwriters Warrant*5.1 Opinion of Harney Westwood&Riegels Singapore LLP as to the validity of the ordinary shares*5.2 Opinion of

32、 Loeb&Loeb LLP as to the legality of the underwriters warrants*8.1 Opinion of Kalantar Business Law Group Ltd regarding certain UAE tax matters*10.1 Form of Employment Agreement,by and between the Company and its executive officers*2025/5/22 09:37sec.gov/Archives/edgar/data/2027160/00016411722501185

33、1/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm5/810.2 Acting-in-concert Deed of Confirmation by and among the Major Shareholders dated September 20,2024*10.3 Acting-in-concert Deed of Confirmation by and among the Major Shareholders dated November 18,202

34、4*14.1 Code of Business Conduct and Ethics*21.1 List of Subsidiaries*23.1 Consent of Audit Alliance LLP II-12025/5/22 09:37sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm6/8 23.2 Consent of Harney Westw

35、ood&Riegels LLP(included in Exhibit 5.1)*23.3 Consent of Drew&Napier LLC*23.4 Consent of Loeb&Loeb LLP(included in Exhibit 5.2)*23.5 Consent of Kalantar Business Law Group Ltd(included in Exhibit 8.1)*24.1 Power of Attorney(included on signature page to the registration statement)*99.1 Charter of th

36、e Audit Committee*99.2 Charter of the Compensation Committee*99.3 Charter of the Nominating and Corporate Governance Committee*99.4 Consent of Director Nominee Choo Chih Chien Benjamin*99.5 Consent of Director Nominee Jensen Per Juul*99.6 Consent of Director Nominee Tan Kim Han Raymond*99.7 Corporat

37、e Governance Guidelines*99.8 Clawback Policy*99.9 Registrants Representation under Item 8.A.4 of Form 20-F*107 Registration Fee Table*Filed previously.(b)Financial Statement Schedules None.Item 9.Undertakings The undersigned registrant hereby undertakes:(a)to provide to the underwriter at the closin

38、g specified in the underwriting agreements,certificates in suchdenominations and registered in such names as required by the underwriter to permit prompt delivery to eachpurchaser;(b)insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,off

39、icers and controlling persons of the registrant pursuant to the foregoing provisions,or otherwise,the registranthas been advised that in the opinion of the U.S.Securities and Exchange Commission such indemnification isagainst public policy as expressed in the Act and is,therefore,unenforceable.In th

40、e event that a claim forindemnification against such liabilities(other than the payment by the registrant of expenses incurred or paid by adirector,officer,or controlling person of the registrant in the successful defense of any action,suit or proceeding)is asserted by such director,officer or contr

41、olling person in connection with the securities being registered,theregistrant will,unless in the opinion of its counsel the matter has been settled by controlling precedent,submit toa court of appropriate jurisdiction the question of whether such indemnification by it is against public policy asexp

42、ressed in the Act and will be governed by the final adjudication of such issue;(c)for purposes of determining any liability under the Securities Act of 1933,the information omitted from the formof prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a f

43、orm ofprospectus filed by the Registrant pursuant to Rule 424(b)(1)or(4)or 497(h)under the Securities Act shall bedeemed to be part of this registration statement as of the time it was declared effective;and (d)for the purpose of determining any liability under the Securities Act of 1933,each post-e

44、ffective amendment thatcontains a form of prospectus shall be deemed to be a new registration statement relating to the securities offeredtherein,and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.II-22025/5/22 09:37sec.gov/Archives/edgar/da

45、ta/2027160/000164117225011851/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm7/8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933,the registrant certifies that it has reasonable grounds to believe that itmeets all of the requirements fo

46、r filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by theundersigned,thereunto duly authorized,in Singapore,on May 21,2025.Vantage Corp By:/s/Andresian DRozario Name:Andresian DRozario Title:Chief Executive Officer and Director KNOW ALL BY THESE PRESENTS,

47、that each person whose signature appears below hereby constitutes and appoints AndresianDRozario his or her true and lawful agent,proxy and attorney-in-fact,with full power of substitution and resubstitution,for and inhis or her name,place and stead,in any and all capacities,to(1)act on,sign and fil

48、e with the Securities and Exchange Commissionany and all amendments(including post-effective amendments)to this Registration Statement together with all schedules andexhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b)under the Securities Act of 1933,asamended,tog

49、ether with all schedules and exhibits thereto,(2)act on,sign and file such certificates,instruments,agreements andother documents as may be necessary or appropriate in connection therewith,(3)act on and file any supplement to any prospectusincluded in this Registration Statement or any such amendmen

50、t or any subsequent registration statement filed pursuant to Rule462(b)under the Securities Act of 1933,as amended,and(4)take any and all actions which may be necessary or appropriate to bedone,as fully for all intents and purposes as he or she might or could do in person,hereby approving,ratifying

51、and confirming allthat such agent,proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.Pursuant to the requirements of the Securities Act of 1933,this Registration Statement has been signed by the following persons inthe capacities and on

52、the dates indicated.Name Position Date /s/Andresian DRozario Chief Executive Officer May 21,2025Andresian DRozario(Principal executive officer)and Director /s/Lim Li Lian Chief Financial Officer May 21,2025Lim Li Lian(Principal financial and accounting officer)II-32025/5/22 09:37sec.gov/Archives/edg

53、ar/data/2027160/000164117225011851/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027160/000164117225011851/formf-1a.htm8/8 Authorized U.S.Representative Pursuant to the Securities Act of 1933,as amended,the undersigned,the duly authorized representative in the United States ofVantage Corp,has signed this registration statement in New York,on May 21,2025.Authorized U.S.RepresentativeCogency Global Inc.By:/s/Colleen A.De Vries Name:Colleen A.De Vries Title:Senior Vice-President on behalf of Cogency Global Inc.II-4