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

 

As filed with the U.S. Securities and Exchange Commission on September 11, 2025

 

Registration No. 333-287134

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 4

TO

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Platinum Analytics Cayman Limited

(Exact name of registrant as specified in its charter)

 

Cayman Islands   6289   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

60 Anson Road, 17-01, Mapletree, Singapore 079914

(86) 13701694870

(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, NY 10168

+1-800-221-0102

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

 

Copies to:

 

Henry Yin, Esq.

Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR

(852) 3923-1111

 

Andrei Sirabionian, Esq.

Norly S. Jean-Charles, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4271

 

Richard Anslow, Esq.

Jonathan Deblinger, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

11th Floor

New York, NY 10105

(212) 370-1300

 

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

 

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

 

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 amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No.1 is being filed solely for the purpose of filing Exhibit 23.1 to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and Part II of the Registration Statement. This Amendment No. 4 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from the Registration Statement filed on August 5, 2025, and consists only of the cover page, this explanatory note and Part II of the Registration Statement.

 

 
 

 

PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.

 

Our third amended and restated memorandum and articles of association provide that, to the extent permitted by law, we shall indemnify each existing or former director (including alternate director), secretary and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

 

Pursuant to the form of indemnification agreements will be filed as Exhibit 10.8 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.

 

The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification by the underwriters of us and our directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this registration statement and certain other disclosure documents.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

 

There have been no recent sales of unregistered securities.

 

 
 

 

Item 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a) Exhibits.

 

Exhibit No.   Description of document
1.1*   Form of Underwriting Agreement
3.1*   Third Amended and Restated Memorandum and Articles of Association
4.1*   Specimen Class A Ordinary Share Certificate
5.1*   Opinion of Ogier, Cayman Islands counsel of the Registrant, regarding the validity of Class A Ordinary Shares being registered
8.1*   Opinion of Ogier regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
10.1*   Renewal of the WeWork Membership Agreement between Platinum Analytics Singapore Ltd and WeWork Singapore Pte. Ltd
10.2*   2024 Software R& D Services Agreement between Platinum Analytics Singapore Pte Ltd and Shanghai Borui Financial Information Service Co., Ltd dated December 22, 2023
10.3*   Purchase Contract between Platinum Analytics Singapore Pte Ltd and Taipei Fubon Commercial Bank Co., Ltd
10.4*   Master Agreement between Platinum Analytics Singapore Pte. Ltd and Oversea-Chinese Banking Corporation Limited dated August 27, 2020
10.5*   Form of Chief Executive Officer Employment Contract
10.6*   Form of Chief Financial Officer Employment Contract
10.7*   Form of Chief Technology Officer Employment Contract
10.8*   Form of Indemnification Agreement
14.1*   Code of Business Conduct and Ethics of the Registrant
14.2*   Clawback Policy of the Registrant
14.3*   Insider Trading Policy of the Registrant
14.4*   Executive Compensation Recovery Policy
21.1*   List of Subsidiaries of the Registrant
23.1**   Consent of AOGB CPA Limited
23.2*   Consent of Ogier (included in Exhibits 5.1)
23.3*   Consent of AllBright Law Offices (FUZHOU)
23.4*   Consent of Drew & Napier LLC
24.1*   Power of Attorney (included in signature page hereto)
99.1*   Director Nominee Consent of Anqi Lu
99.2*   Director Nominee Consent of Chenling Zhang
99.3*   Director Nominee Consent of Shiao-Hua Yen
99.4*   Audit Committee Charter
99.5*   Compensation Committee Charter
99.6*   Nominating Committee Charter
107*   Calculation of Registration Fee

 

* Previously filed.
** Filed herewith.
^ Certain terms have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Registrant hereby undertakes to furnish copies of any of the terms upon request by the SEC.

 

 
 

 

ITEM 9. UNDERTAKINGS.

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i. To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

 

(5) That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(6) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(7) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

Each prospectus filed by the registrant pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, 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 September 11, 2025.

 

  PLATINUM ANALYTICS CAYMAN LIMITED
     
  By: /s/ Huiyi Zheng 
    Huiyi Zheng
    Chief Executive Officer
    (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
 /s/ Huiyi Zheng   Chief Executive Officer, Director   September 11, 2025
Huiyi Zheng   (Principal Executive Officer)    
         
*   Chief Financial Officer   September 11, 2025
Yinjie Zhou   (Principal Financial and Accounting Officer)    
         
*   Chief Technology Officer, Director   September 11, 2025
Qihong Bao        

 

  * By: /s/ Huiyi Zheng 
  Name: Huiyi Zheng
  Title: Attorney-in-fact

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of Platinum Analytics Cayman Limited has signed this registration statement or amendment thereto in New York, New York, United States of America on September 11, 2025.

 

 

Authorized U.S. Representative

Cogency Global Inc.

     
  By: /s/ Colleen A. De Vries 
  Name: Colleen A. De Vries
  Title: Senior Vice President on behalf of Cogency Global Inc.