UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
AMENDMENT NO. 1
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File Number: 333-263457
JE CLEANTECH HOLDINGS LIMITED
(Translation of registrant’s name into English)
3 Woodlands Sector 1
Singapore 738361
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
This Form 6-K relates to filing the Underwriting Agreement as a material contract and press releases made concerning the Initial Public Offering of JE Cleantech Holdings Limited in the United States.
Entry into a Material Definitive Agreement.
Entry into Underwriting Agreement
On April 21, 2022, JE Cleantech Holdings Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with Triple Business Limited, a company incorporated under the laws of the British Virgin Islands, as the selling shareholder (the “Selling Shareholder”), and ViewTrade Securities, Inc., as representative (the “Representative”) of the underwriters listed on Annex A thereto (the “Underwriters”). The Underwriting Agreement relates to a firm commitment underwritten public offering (the “Offering”) of 3,000,000 ordinary shares of the Company being sold by the Company and 750,000 ordinary shares being sold by the Selling Shareholder. The offering price to the public is $4.00 per share. In addition, the Company granted the Underwriters a 45-day option to purchase up to an additional 562,500 ordinary shares at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on or about April 26, 2022, subject to customary closing conditions. The Company will not receive any proceeds from the sale of the ordinary shares by the Selling Shareholder.
The Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333- 263457) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on March 10, 2022 and declared effective on March 31, 2022.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1, and is incorporated herein by reference.
Other Events.
Issuance of Press Releases
On April 22, 2022, the Company issued a press release announcing the pricing of the Offering. The press release, furnished in this report as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
On April 26, 2022, the Company issued a press release announcing the closing of its Initial Public Offering. The press release, furnished in this report as Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 27, 2022 | JE CLEANTECH HOLDINGS LIMITED | |
| By: | /s/ HONG Bee Yin | |
| HONG Bee Yin | ||
| Chief Executive Officer and Director | ||
| Exhibit No. | Description | |
1.1 |
||
| 99.1 | Press Release dated April 22, 2022* | |
| 99.2 | Press Release dated April 26, 2022** |
| * | Filed with Form 6-K on April 25, 2022 |
| ** | Filed herewith |
Exhibit 99.2
FOR IMMEDIATE RELEASE
JE Cleantech Holdings Limited Announces Closing of
Initial Public Offering
Singapore, April 26, 2022 – JE Cleantech Holdings Limited (Nasdaq: JCSE) (the “Company”), a Cayman Islands exempted company that is based in Singapore, today announced the closing of its firm commitment initial public offering of 3,020,000 ordinary shares (which includes 20,000 shares of the over-allotment) at a public offering price of $4.00 per share, for total gross proceeds of approximately $12.08 million before deducting underwriting discounts, commissions and other related expenses. Additionally, in connection with the initial public offering, a selling shareholder sold 750,000 ordinary shares at $4.00 per share, for total gross proceeds of $3.0 million before deducting underwriting discounts, commissions and other related expenses. The offering closed on April 26, 2022.
ViewTrade Securities Inc., a global provider of brokerage, investment banking, corporate, advisory and trading platform services, acted as the Lead Managing Underwriter and Sole Book-Running Manager for the offering.
A registration statement on Form F-1 (File No. 333-263457) relating to the securities being sold in this offering was declared effective by the Securities and Exchange Commission on March 31, 2022. The offering of these securities was made only by means of a prospectus, forming a part of the registration statement. A copy of the final prospectus related to the offering may be obtained, when available, from ViewTrade Securities, 7280 W Palmetto Park Rd, Suite 310, Boca Raton, Florida 33433, Attn: Prospectus Department, via email: IB@Viewtrade.com. In addition, a copy of the final prospectus relating to the offering may be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About JE Cleantech Holdings Limited
JE Cleantech Holdings Limited is based in Singapore and is principally engaged in (i) the sale of cleaning systems and other equipment; and (ii) the provision of centralized dishwashing and ancillary services. Through its subsidiary, JCS-Echigo Pte Ltd, the company designs, develops, manufactures and sells cleaning systems for various industrial end-use applications primarily to customers in Singapore and Malaysia. Its cleaning systems are mainly designed for precision cleaning, with features such as particle filtration, ultrasonic or megasonic rinses with a wide range of frequencies, high pressure drying technology, high flow rate spray and deionized water rinses, which are designed for effective removal of contaminants and to minimize particle generation and entrapment. The Company also has provided centralized dishwashing services, through its subsidiary, Hygieia Warewashing Pte Ltd, since 2013 and general cleaning services since 2015, both mainly for food and beverage establishments in Singapore.
About ViewTrade Securities, Inc.
ViewTrade Securities Incorporated, a US-registered broker dealer providing brokerage, trading, investment banking and advisory services for US retail investors and B2B to major financial institutions worldwide, including some of the largest institutions in their domestic markets. ViewTrade Securities’ Investment Banking Division offers capital raising and advisory services to growth-oriented companies both domestically and in emerging markets. For further information, please visit: http://www.ViewTrade.com.
Forward-Looking Statements
This press release contains forward-looking statements, including with respect to the expected closing of the Company’s proposed initial public offering. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ from the forward-looking statements, including those related to market and other conditions and that the conditions to the closing of the initial public offering may not be satisfied. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law.
For Media Enquiries and Investor Relations, please contact:
jcse@preciouscomms.com