F-1/A 1 formf-1a.htm

 

As filed with the Securities and Exchange Commission on August 21, 2024

 

Registration No. 333-267771

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Amendment Number 19 to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

SAG Holdings Limited

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of Registrants name into English)

 

Cayman Islands   3990   Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

 

14 Ang Mo Kio Street 63

Singapore 569116

+65 6383 7540

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

David L. Ficksman

R. Joilene Wood

Troy Gould PC

1801 Century Park East Suite 1600

Los Angeles, CA 90067-2367

Tel: 310-553-4441

 

Mitchell Goldsmith

Taft Stettinius & Hollister LLP

111 East Wacker

Suite 2800

Chicago, IL 60601

Tel: 312-527-4000

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth 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 the registrant has elected not to use the extended transition period for 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 its Accounting Standards Codification after April 5, 2012.

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 19 is being filed solely for the purpose of filing the cover page to this registration statement on Form F-1 (the “Registration Statement”) with the appropriate box checked for indicating that this Registration Statement relates to securities being registered pursuant to Rule 415 of the Securities Act of 1933, as amended, which may be offered from time to time on a delayed or continuous basis. No changes have been made to the Registration Statement other than this explanatory note and the revised cover page of the Registration Statement. This Amendment No. 19 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 18 to the Registration Statement filed on August 7, 2024, and this Amendment No. 19 consists only of the cover page and this explanatory note.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on August 21, 2024.

 

  SAG HOLDINGS LIMITED
     
  By: /s/ Chin Heng Neo
  Name: Chin Heng Neo
  Title: Chief Executive Officer and Executive Director

 

We, the undersigned Directors and Executive Officers of SAG Holdings Limited and its subsidiaries hereby severally constitute and appoint Chin Heng Neo, singly (with full power to act alone), our true and lawful attorney-in-fact and agent with full power of substitution and resubstitution in him for him and in his name, place and stead, and in any and all capacities, to sign this Registration Statement on Form F-1 and any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and him, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Date: August 21, 2024  
   
/s/ Chin Heng Neo  
Chin Heng Neo, Chief Executive Officer and Executive Director  
   
Date: August 21, 2024  
   
/s/ Chin Aik Neo  
Chin Aik Neo, Deputy Chief Executive Officer and Executive Director  
   
Date: August 21, 2024  
   
/s/ Ivy Lee  
Ivy Lee, Chief Financial Officer  

 

 
 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, NY, United States of America on August 21, 2024.

 

  AUTHORIZED U.S. REPRESENTATIVE
     
  By: /s/ Colleen A. De Vries
  Name: Colleen A. De Vries
  Title: Senior Vice President of behalf of Cogency Global, Inc.