As
filed with the Securities and Exchange Commission on November 2, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MULTI
WAYS HOLDINGS LIMITED
(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.) |
3E
Gul Circle |
|
|
Singapore
|
|
629633 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
2023
Equity Incentive Plan
(Full
Title of the Plan)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, New York 10168
(Name
and Address of Agent for Service)
800-221-0102
(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. ☐
EXPLANATORY
NOTE
This
registration statement (this “Registration Statement”) is filed by Multi Ways Holdings Limited (the “Registrant”)
to register securities issuable pursuant to the Multi Ways Holdings Limited 2023 Equity Incentive Plan (as
amended and restated, “the 2023 Equity Incentive Plan”). The securities registered hereby consist of 3,000,000 ordinary
shares, US$0.00025 par value per share of the Registrant, which represent the number of
ordinary shares that were authorized under the 2023 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which
may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2023 Equity
Incentive Plan. Any ordinary shares covered by an award granted under the 2023 Equity Incentive Plan (or portion of an award) that terminates,
expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate
number of ordinary shares that may be issued under the 2023 Equity Incentive Plan.
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 2023 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 Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on May 15, 2023; |
|
(3) |
The description of our
ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-41669) filed with the
Commission on March 28, 2023, 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 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
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 S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Singapore, on November 2, 2023.
|
MULTI WAYS
HOLDINGS LIMITED |
|
|
|
|
By: |
/s/ Lim
Eng Hock |
|
Name: |
Lim Eng Hock |
|
Title: |
Executive Director, Chairman and Chief Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Lim Eng Hock and Lee Pei Pei, and each of them acting individually and
without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for
him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them individually, or their 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 indicated
on November 2, 2023.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Lim
Eng Hock |
|
Executive Director, Chairman |
|
November
2, 2023 |
Lim Eng Hock |
|
and
Chief Executive Officer
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/ Lee
Pei Pei |
|
Chief Financial Officer |
|
November
2, 2023 |
Lee Pei Pei |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Lee
Noi Geck |
|
Executive Director |
|
November
2, 2023 |
Lee Noi Geck |
|
and Chief Executive Officer |
|
|
|
|
|
|
|
/s/ Chin
Hoong “Edmund” Chan |
|
Director |
|
November
2, 2023 |
Chin Hoong “Edmund” Chan |
|
|
|
|
|
|
|
|
|
/s/ Gang
Wong |
|
Director |
|
November
2, 2023 |
Gang Wong |
|
|
|
|
|
|
|
|
|
/s/ Chin
Heng “Jimmy” Neo |
|
Director |
|
November
2, 2023 |
Chin Heng “Jimmy” Neo |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Multi Ways Holdings Limited,
has signed this registration statement or amendment thereto in New York, NY on November 2, 2023.
|
Authorized
U.S. Representative
Cogency
Global Inc. |
|
|
|
|
By: |
/s/
Colleen A. De Vries |
|
|
Name: Colleen A. De Vries |
|
|
Title: Senior Vice President |
Exhibit
5.1
|
CONYERS
DILL & PEARMAN
29th
Floor
One
Exchange Square
8
Connaught Place
Central
Hong
Kong
T
+852 2524 7106 | F +852 2845 9268
conyers.com |
1
November 2023
Matter
No.: 837655 / 109328141
852 2842 9530
Richard.hall@conyers.com
852
28429549
Angie.chu@conyers.com
Multi
Ways Holdings Limited
Cricket
Square, Hutchins Drive
P.O.
Box 2681
KY1-1111
Cayman
Islands
Dear
Sir/ Madam,
Re:
Multi Ways Holdings Limited (the “Company”)
We
have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form S-8 filed
with the U.S. Securities and Exchange Commission (the “Commission”) on 1 November 2023 (the “Registration
Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or
attached as an exhibit or schedule thereto), relating to the registration of up to 3,000,000 ordinary shares par value US$0.00025 per
share (the “Ordinary Shares”) to be issued pursuant to the Multi Ways Holdings Limited 2023 equity incentive plan
(the “Plan”, which term does not include any other instrument or agreement whether or not specifically referred to
therein or attached as an exhibit or schedule thereto).
For
the purposes of giving this opinion, we have examined the following documents:
1.1. | a
copy of the Registration Statement; and |
The
documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the “Documents” (which
term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or
schedule thereto).
We
have also reviewed:
1.3. | a
copy of the amended and restated memorandum of association and amended and restated articles
of association of the Company each certified by the secretary of the Company on 30 October
2023; |
1.4. | a
copy of the written resolutions of directors of the Company dated 19 October 2023 (the “Resolutions”); |
Partners:
Piers J. Alexander, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung,
Richard J. Hall, Norman Hau, Wynne Lau, Paul M. L. Lim, Anna W. X. Lin, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo, Mark P.
Yeadon
Consultant:
David M. Lamb
BERMUDA
| BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
1.5. | a
copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to
the Company on 27 October 2023 (the “Certificate Date”); |
1.6. | a
copy of a certificate of incumbency issued by the registered office service provider of the
Company dated 30 October 2023 (“Incumbency Certificate”); and |
1.7. | such
other documents and made such enquiries as to questions of law as we have deemed necessary
in order to render the opinion set forth below. |
We
have assumed:
2.1. | the
genuineness and authenticity of all signatures and the conformity to the originals of all
copies (whether or not certified) examined by us and the authenticity and completeness of
the originals from which such copies were taken; |
2.2. | that
where a document has been examined by us in draft form, it will be or has been executed and/or
in the form of that draft, and where a number of drafts of a document have been examined
by us all changes thereto have been marked or otherwise drawn to our attention; |
2.3. | the
accuracy and completeness of all factual representations made in the Registration Statement,
the Plan and the other documents reviewed by us; |
2.4. | that
the Resolutions were passed at one or more duly convened, constituted and quorate meetings
or by unanimous written resolutions, remain in full force and effect and have not been rescinded
or amended; |
2.5. | that
there is no provision of the law of any jurisdiction, other than the Cayman Islands, which
would have any implication in relation to the opinions expressed herein; |
2.6. | that
upon issue of any Ordinary Shares by the Company under the Plan the Company will receive
consideration for the full issue price thereof which shall be equal to at least the par value
thereof; |
2.7. | the
validity and binding effect under the laws of the State of New York (the “Foreign
Laws”) of the Registration Statement and the Plan in accordance with their respective
terms and that the Registration Statement will be duly filed with the Commission and have
become effective prior to the issue by the Company of any Ordinary Shares under the Plan; |
2.8. | that
the contents of the Incumbency Certificate are true and correct as of the date thereof, the
date of the Resolutions and as of the date hereof; |
2.9. | the
Company has not taken any action to appoint a restructuring officer; |
2.10. | that
all necessary corporate action will be taken to authorise and approve any issue of the Ordinary
Shares in connection with the Plan; and |
2.11. | that
on the date of issuance of any of the Ordinary Shares, (i) the Company will have sufficient
authorised but unissued Ordinary Shares, and (ii) the Company is and after issuing such Ordinary
Shares will be able to pay its debts. |
3.1. | The
obligations of the Company under the Documents: |
| (a) | will
be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation,
possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation,
moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing
or any other laws or legal procedures, whether of a similar nature or otherwise, generally
affecting the rights of creditors as well as applicable international sanctions; |
| (b) | will
be subject to statutory limitation of the time within which proceedings may be brought; |
| (c) | will
be subject to general principles of equity and, as such, specific performance and injunctive
relief, being equitable remedies, may not be available; |
| (d) | may
not be given effect to by a Cayman Islands court, whether or not it was applying the Foreign
Laws, if and to the extent they constitute the payment of an amount which is in the nature
of a penalty; and |
| (e) | may
not be given effect by a Cayman Islands court to the extent that they are to be performed
in a jurisdiction outside the Cayman Islands and such performance would be illegal under
the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive
or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion
to stay or allow proceedings in the Cayman Islands against the Company under the Documents
if there are other proceedings in respect of those Documents simultaneously underway against
the Company in another jurisdiction. |
3.2. | We
express no opinion as to the enforceability of any provision of the Documents which provides
for the payment of a specified rate of interest on the amount of a judgment after the date
of judgment or which purports to fetter the statutory powers of the Company. |
3.3. | We
express no opinion with respect to the issuance of Ordinary Shares pursuant to any provision
of the Plan that purports to obligate the Company to issue Ordinary Shares following the
commencement of a winding up or liquidation. |
3.4. | We
have made no investigation of and express no opinion in relation to the laws of any jurisdiction
other than the Cayman Islands. This opinion is to be governed by and construed in accordance
with the laws of the Cayman Islands and is limited to and is given on the basis of the current
law and practice in the Cayman Islands. This opinion is issued solely for the purposes of
the filing of the Registration Statement and the issuance of the Ordinary Shares by the Company
and is not to be relied upon in respect of any other matter. |
On
the basis of and subject to the foregoing, we are of the opinion that:
4.1. | The
Company is duly incorporated and existing under the laws of the Cayman Islands and, based
on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant
to the Companies Act (“Act”), a company is deemed to be in good standing
if all fees and penalties under the Act have been paid and the Registrar of Companies has
no knowledge that the Company is in default under the Act. |
4.2. | The
Ordinary Shares to be issued pursuant to the Plan have been duly authorised, and when issued
and paid for in accordance with the Plan and registered in the register of members of the
Company, will be validly issued, fully paid and non-assessable (which term when used herein
means that no further sums are required to be paid by the holders thereof in connection with
the issue thereof). |
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit
that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours
faithfully,
/s/ Conyers Dill & Pearman | |
Conyers
Dill & Pearman
Exhibit
23.2
|
Onestop
Assurance PAC
Co.
Registration No.: 201823302D
Tel:
9644 9531
10
Anson road #13-09
International
plaza
Singapore-079903
Email:
audit@onestop-ca.com
Website:
www.onestop-ca.com |
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Multi Ways Holdings Limited and Subsidiaries
(collectively referred to as the “Company”) of our audit report dated May 15, 2023, with respect to the consolidated financial
statements of the Company appearing in its Annual Report on Form 20-F for the year ended December 31, 2022.
/s/
Onestop Assurance PAC
Onestop
Assurance PAC
Singapore
November
2, 2023
EXHIBIT
107
Calculation
of Filing Fee Tables
S-8
(Form
Type)
Multi
Ways Holdings Limited
(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 | |
Ordinary shares, US$0.00025 par value per share | |
Rule 457(c) and (h) | |
| 3,000,000 | | |
$ | 0.30335 | | |
$ | 910,050 | | |
$ | 0.00014760 | | |
$ | 134.33 | |
Total Offering Amounts | |
| | | |
| | | |
| | | |
| | | |
$ | 134.33 | |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
$ | 0 | |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 134.33 | |
(1) |
This
Registration Statement on Form S-8 covers additional shares of ordinary shares, US$0.00025 par value per share of Multi
Ways Holdings Limited (“Registrant”) issuable pursuant to the Multi Ways
Holdings Limited 2023 Equity Incentive Plan of Multi Ways Holdings Limited (as
amended and restated, the “2023 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 2023 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$0.30335 per ordinary share, the average of the high and low
prices for the Registrant’s ordinary share as quoted on the NYSE American on October 31, 2023. |
Multi Ways (AMEX:MWG)
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