SPHL Springview Holdings Ltd

As filed with the Securities and Exchange Commission on January 22, 2025

Registration No. 333-283984

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Post-Effective Amendment No. 1

to

FORM S-8

 

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

SPRINGVIEW HOLDINGS LTD

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

203 Henderson Road #06-01 Henderson Industrial Park		159546
(Address of Principal Executive Offices)		(Zip Code)

 

2024 Equity Incentive Plan

(Full Title of the Plan)

 

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

(Name and Address of Agent for Service)

 

+65 6271 2282

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy To:

 

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022

Fax: +1-212-826-9307

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

 

If an emerging growth company, 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. ☐

 

 

 

Calculation of Filing Fee Tables

 

S-8

(Form Type)

 

SPRINGVIEW HOLDINGS LTD

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share (2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A Ordinary shares, US$0.0001 par value per share		Rule 457(c) and (h)			1,725,000			$	5.77			$	9,953,250			$	0.00015310			$	1523.85
Total Offering Amounts														$	9,953,250								1523.85
Total Fee Offsets																							-
Net Fee Due																						$	1523.85

 

(1)

This Registration Statement on Form S-8 covers additional Class A ordinary shares, US$0.0001 par value per Class A ordinary share of Springview Holdings Ltd (“Registrant”) issuable pursuant to the 2024 Equity Incentive Plan of Springview Holdings Ltd (as amended and restated, the “2024 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan.

 

(2)

The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$5.77 per Class A ordinary share, the average of the high and low prices for the Registrant’s Class A ordinary share as quoted on the Nasdaq Capital Market on December 19, 2024.

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-283984) is being filed solely to replace Exhibit 107 and Exhibit 23.2 with the revised versions of the exhibits. No other changes have been made to the Registration Statement.

 

 

PART I

 

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

 

Item 1. Plan Information*

 

Item 2. Registrant Information and Employee Plan Annual Information*

 

* The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2024 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1)

our prospectus filed pursuant to Rule 424(b) under the Securities Act with the Commission on October 17, 2024, which contains audited financial statements for our fiscal year ended December 31, 2023;

 

(2)

our Reports on Form 6-K, filed with the Commission on October 29, 2024, and October 17, 2024;

 

(3)

The description of our ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-42305) filed with the Commission on October 4, 2024, including any amendment and report subsequently filed for the purpose of updating that description; and

 

(4)

all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

 

Item 6. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and 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 against civil fraud or the consequences of committing a crime.

 

Our Amended and Restated Memorandum and Articles provide that that we shall indemnify our directors (including our alternate directors) and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, wilful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

 

In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association.

 

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

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

 

Item 9. Undertakings.

 

A. The undersigned Registrant hereby undertakes:

 

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

 

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

 

(b) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and

 

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.

 

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement 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.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Memorandum and Articles of Association of Springview Holdings Ltd (incorporated by reference to Exhibit 3.1 to our registration statement on Form F-1 (File No. 333-270958), as amended, initially filed with the SEC on April 5, 2024)
5.1		Opinion of Ogier (filed previously)
10.1		2024 Equity Incentive Plan of Springview Holdings Ltd (incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed with the SEC on December 19, 2024)
23.1		Consent of  Ogier (filed previously)
23.2		Consent of Marcum Asia CPAs LLP (filed herewith)
107		Filing Fee Table (filed herewith)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 22, 2025.

 

	Springview Holdings Ltd
	By:	/s/ Zhuo Wang
		Name:	Zhuo Wang
		Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on January 22, 2025.

 

Signature		Title
/s/ Zhuo Wang		Chief Executive Officer and Director
Zhuo Wang		(Principal Executive Officer)
/s/ Jordan Yi Chun Tse		Chief Financial Officer
Jordan Yi Chun Tse		(Principal Financial Officer and Accounting Officer or Controller)
/s/ Siew Yian Lee		Director
Siew Yian Lee

 

/s/ Edward C Ye		Independent Director
Name: Edward C Ye
/s/ Mikael Charette		Independent Director
Name: Mikael Charette
/s/ Hung Yu Wu		Independent Director
Name: Hung Yu Wu

 

 

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 Springview Holdings Ltd, has signed this registration statement or amendment thereto in New York on January 22, 2025.

 

	Authorized U.S. Representative
	Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice President

 

 

Exhibit 23.2

 

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 

We consent to the incorporation by reference in this Registration Statement of Springview Holdings Ltd. on Post-Effective Amendment No. 1 to the Form S-8 of our report dated March 11, 2024, with respect to our audits of the consolidated financial statements of Springview Holdings Ltd. as of December 31, 2022 and 2023 and for the years ended December 31, 2022 and 2023 appearing Prospectus on Form 424B4 of Springview Holdings Ltd. for the year ended December 31, 2023.

 

 

Marcum Asia CPAs LLP

 

New York, New York

January 21, 2025

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