UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-41804
Davis Commodities Limited
10 Bukit Batok Crescent, #10-01, The Spire
Singapore 658079
(Address of principal executive office)
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): ☐
On September 18, 2023, Davis Commodities Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Univest Securities, LLC, as representative of the several underwriters listed on Schedule A to the Underwriting Agreement (the “Representative”), relating to the Company’s initial public offering (the “IPO”) of 1,250,625 ordinary shares, par value $0.000000430108 per share (the “Ordinary Shares”), including 163,125 Ordinary Shares issued pursuant to the full exercise of the underwriters’ over-allotment option.
On September 21, 2023, the Company closed the IPO. The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-270427), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2023, as amended, and declared effective by the SEC on September 18, 2023. The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “DTCK” on September 19, 2023.
In connection with the IPO, the Company issued a press release on September 18, 2023 announcing the pricing of the IPO and a press release on September 21, 2023 announcing the closing of the IPO, respectively.
Copies of the two press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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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.
| Davis Commodities Limited | ||
| Date: September 22, 2023 | By: | /s/ Li Peng Leck |
| Name: | Li Peng Leck | |
| Title: | Executive Chairwoman and Executive Director (Principal Executive Officer) | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
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Exhibit 99.1
Davis Commodities Limited Announces Pricing of Initial Public Offering
Singapore, September 18, 2023 -- Davis Commodities Limited (the "Company" or "Davis Commodities"), an agricultural commodity trading company that specializes in trading sugar, rice, and oil and fat products, today announced the pricing of its initial public offering (the "Offering") of 1,087,500 ordinary shares at a public offering price of US$4.00 per ordinary share. The ordinary shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on September 19, 2023 under the ticker symbol "DTCK."
The Company expects to receive aggregate gross proceeds of US$4.35 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 163,125 ordinary shares at the public offering price, less underwriting discounts. The Offering is expected to close on or about September 21, 2023, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used for (i) business expansion, including strengthening market position, expanding the scope of product offerings, engaging in strategic acquisitions and investments, joint venture partnerships, and investing in equipment and technology; (ii) repayment of bank borrowings with the incurred interest expenses; and (iii) working capital and general corporate matters.
The Offering is being conducted on a firm commitment basis. Univest Securities, LLC ("Univest") is acting as the sole book-running manager for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Ortoli Rosenstadt LLP is acting as U.S. counsel to Univest in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the "SEC") (File Number: 333-270427) and was declared effective by the SEC on September 18, 2023. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Univest, Attn: 75 Rockefeller Plaza, Suite 1838, New York, NY 10019, or by email at info@univest.us, or by calling +1 (212)-343-8888. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company's securities, 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 Davis Commodities Limited
Based in Singapore, Davis Commodities Limited is an agricultural commodity trading company that specializes in trading sugar, rice, and oil and fat products in various markets including Asia, Africa and the Middle East. The Company sources, markets, and distributes commodities under two main brands: Maxwill and Taffy, and exclusively distributes the Lin brand in Singapore. The Company also provides customers of its commodity offerings with complementary and ancillary services, such as warehouse handling and storage and logistics services. The Company utilizes an established global network of third-party commodity suppliers and logistics service providers to distribute sugar, rice, and oil and fat products to customers in over 20 countries, as of the fiscal year ended December 31, 2022. For more information, please visit the Company’s website: ir.daviscl.com.
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Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC.
For more information, please contact:
Davis Commodities Limited
Investor Relations Department
Email: investors@daviscl.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com
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Exhibit 99.2
Davis Commodities Limited Announces Closing of Initial Public Offering Including Full Exercise of Over-Allotment Option
Singapore, September 21, 2023 (GLOBE NEWSWIRE) -- Davis Commodities Limited (Nasdaq: DTCK) (the "Company" or "Davis Commodities"), an agricultural commodity trading company that specializes in trading sugar, rice, and oil and fat products, today announced the closing of its initial public offering (the "Offering") of 1,250,625 ordinary shares at a public offering price of US$4.00 per ordinary share, including 163,125 ordinary shares issued pursuant to the full exercise of the underwriters’ over-allotment option. The ordinary shares began trading on the Nasdaq Capital Market on September 19, 2023 under the ticker symbol "DTCK."
The Company received aggregate gross proceeds of approximately US$5.00 million from the Offering, before deducting underwriting discounts and other related expenses.
Proceeds from the Offering will be used for (i) business expansion, including strengthening market position, expanding the scope of product offerings, engaging in strategic acquisitions and investments, joint venture partnerships, and investing in equipment and technology; (ii) repayment of bank borrowings with the incurred interest expenses; and (iii) working capital and general corporate matters.
The Offering was conducted on a firm commitment basis. Univest Securities, LLC ("Univest") acted as the sole book-running manager for the Offering. Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Company, and Ortoli Rosenstadt LLP acted as U.S. counsel to Univest in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the "SEC") (File Number: 333-270427) and was declared effective by the SEC on September 18, 2023. The Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Univest, Attn: 75 Rockefeller Plaza, Suite 1838, New York, NY 10019, or by email at info@univest.us, or by calling +1 (212)-343-8888. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company's securities, 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 Davis Commodities Limited
Based in Singapore, Davis Commodities Limited is an agricultural commodity trading company that specializes in trading sugar, rice, and oil and fat products in various markets, including Asia, Africa and the Middle East. The Company sources, markets, and distributes commodities under two main brands: Maxwill and Taffy, and exclusively distributes the Lin brand in Singapore. The Company also provides customers of its commodity offerings with complementary and ancillary services, such as warehouse handling and storage and logistics services. The Company utilizes an established global network of third-party commodity suppliers and logistics service providers to distribute sugar, rice, and oil and fat products to customers in over 20 countries, as of the fiscal year ended December 31, 2022. For more information, please visit the Company’s website: ir.daviscl.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC.
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For more information, please contact:
Davis Commodities Limited
Investor Relations Department
Email: investors@daviscl.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com
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