As filed with the Securities and Exchange Commission
on December 20, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 |
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N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
203 Henderson Road
#06-01
Henderson Industrial Park |
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159546 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
2024 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)
+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 |
☐ |
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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 Springview Holdings Ltd (the “Registrant”) to register securities
issuable pursuant to the 2024 Equity Incentive Plan (as amended and restated, “the
2024 Equity Incentive Plan”). The securities registered hereby consist of 1,725,000 Class A ordinary shares, US$0.0001 par value
per share of the Registrant, which represent the number of ordinary shares that were authorized under the 2024 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 2024 Equity Incentive Plan. Any Class A ordinary shares covered by an award granted under the
2024 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 2024 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 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; |
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(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
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 December 20, 2024.
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Springview Holdings Ltd |
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By: |
/s/ Zhuo Wang |
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Name: |
Zhuo Wang |
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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 December 20,
2024.
Signature |
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Title |
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|
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/s/ Zhuo Wang |
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Chief Executive Officer and Director |
Zhuo Wang |
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(Principal Executive Officer) |
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/s/ Jordan Yi Chun Tse |
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Chief Financial Officer |
Jordan Yi Chun Tse |
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(Principal Financial Officer and Accounting Officer or Controller) |
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/s/ Siew Yian Lee |
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Director |
Siew Yian Lee |
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/s/ Edward C Ye |
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Independent Director |
Name: Edward C Ye |
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/s/ Mikael Charette |
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Independent Director |
Name: Mikael Charette |
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/s/ Hung Yu Wu |
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Independent Director |
Name: Hung Yu Wu |
|
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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 December 20, 2024.
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Authorized U.S. Representative |
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President |
Exhibit 5.1
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SPRINGVIEW HOLDINGS LTD |
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D +852 3656 6054 |
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E nathan.powell@ogier.com |
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Reference: NMP/CLE/507192.00002 |
20 December 2024
Dear Sirs
SPRINGVIEW HOLDINGS LTD (the Company)
We have acted as Cayman Islands counsel to the
Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the
Registration Statement), as filed with the U.S. Securities and Exchange Commission (the Commission) under the United States
Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 1,725,000
class A ordinary shares of a par value of US$0.0001 each (the Class A Ordinary Shares), upon granting of certain awards under the
2024 Equity Incentive Plan effective on 19 December 2024 (the Plan).
We are furnishing this opinion as Exhibit 5.1
to the Registration Statement.
Unless a contrary intention appears, all capitalised
terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule
to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
For the purposes of giving this opinion,
we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 27 September 2023 issued by the Registrar of Companies
of the Cayman Islands (the Registrar); |
| (b) | the amended and restated memorandum and articles of association of the Company adopted by the special
resolutions passed on 16 November 2023 (the Memorandum and Articles); |
| (c) | a certificate of good standing dated 7 October 2024 (the Good Standing Certificate) issued by the
Registrar in respect of the Company; |
| (d) | the register of directors and officers of the Company (the ROD); |
| (e) | the register of members of the Company (the ROM); |
Ogier
Providing
advice on British Virgin Islands,
Cayman
Islands and Guernsey laws
Floor
11 Central Tower
28
Queen’s Road Central
Central
Hong
Kong
T
+852 3656 6000
F
+852 3656 6001
ogier.com |
Partners
Nicholas
Plowman
Nathan
Powell
Anthony
Oakes
Oliver
Payne
Kate
Hodson
David
Nelson
Justin
Davis
Joanne
Collett
Dennis
Li |
Florence
Chan*
Lin
Han†
Cecilia
Li**
Rachel
Huang**
Yuki
Yan**
Richard
Bennett**‡
James
Bergstrom‡
Marcus
Leese‡
|
*
admitted in New Zealand
†
admitted in New York
**
admitted in England and Wales
‡
not ordinarily resident in Hong Kong |
Page 2 of 5
| (f) | the listed shareholder list of the Company as at 28 October 2024 (the Listed ROM, and together
with the ROD and ROM, the Registers); |
| (g) | a certificate from a director of the Company dated 20 December 2024 as to certain matters of facts (the
Director’s Certificate); |
| (h) | unanimous written resolutions of the directors of the Company dated 16 December 2024 approving, among
other things, the Company’s filing of the Registration Statement and the adoption of the Plan (the Board Resolutions); |
| (i) | unanimous written resolutions of the compensation committee of the board of directors of the Company dated
16 December 2024 approving, among other things, the Company’s filing of the Registration Statement and the adoption of the Plan (the Committee
Resolutions, together with the Board Resolutions, the Resolutions); |
| (k) | the Registration Statement. |
In giving this opinion we have relied
upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect
of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals
and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Good Standing Certificate, the Director’s Certificate and the Registers is accurate and complete
as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to you are in full force and effect and have not been amended, varied,
supplemented or revoked in any respect; |
| (f) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform
in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us
in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
| (g) | the Board Resolution remains in full force and effect and have not been, and will not be, rescinded or
amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised
the standard of care, diligence and skill that is required of him or her in approving the transactions set out in the Board Resolutions
and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Board Resolutions
which has not been properly disclosed in the Board Resolutions; |
Page 3 of 5
| (h) | each of the Plan and the Registration Statement has been duly authorised and duly executed and unconditionally
delivered by or on behalf of the Company in accordance with all relevant laws (other than the laws of the Cayman Islands); |
| (i) | each of the Plan and the Registration Statement is legal, valid and binding and enforceable against all
relevant parties in accordance with its terms under relevant law (other than, with respect to the Company, the laws of the Cayman Islands); |
| (j) | the Class A Ordinary Shares shall be issued at an issue price in excess of the par value thereof; |
| (k) | the capacity, power, authority and legal right of the Company under all relevant laws and regulations
(other than the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform its obligations under the Plan; |
| (l) | no monies paid to or for the account of any party under the Plan represent or will represent criminal
property or terrorist property (as defined in the Proceeds of Crime Act (as revised) and the Terrorism Act (as revised), respectively); |
| (m) | the Company has received, or will receive, money or money’s worth (the Consideration) in consideration
for the issue of the Class A Ordinary Shares, and none of the Class A Ordinary Shares have, or will be, issued for less than their par
value; |
| (n) | neither the directors and shareholders of the Company have taken or will take any steps to wind up the
Company or to appoint a liquidator or restructuring officer of the Company, and no receiver has been or will be appointed over any of
the Company’s property or assets; |
| (o) | 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. |
On the basis of the examinations and
assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion
that:
Corporate
status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar under the laws of the Cayman Islands. |
Authorised
Share capital
| (b) | The authorised share capital of the Company is US$50,000 divided into 400,000,000 Class A Ordinary Shares
and 100,000,000 class B ordinary shares of a par value of US$0.0001 each. |
Page 4 of 5
Valid Issuance
of Class A Ordinary Shares
| (c) | the Class A Ordinary Shares to be offered and issued by the Company pursuant to the provisions of the
Plan, having been duly authorised and, when issued by the Company, subject to granting and acceptance of awards in accordance with the
Plan and the Memorandum and Articles, upon: |
| (i) | payment in full of the Consideration as set out in the provisions of the Plan and in accordance with the
provisions of the Plan, the Memorandum and Articles, the Minutes; and |
| (ii) | the entry of those Class A Ordinary Shares as fully paid on the register of members of the Company, |
shall be validly
issued, fully paid and non-assessable.
| 4 | Limitations and Qualifications |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion,
made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references
in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or
the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or
conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration
Statement and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the Registration
Statement or the applicable definitive agreement will result in the breach of or infringe any other agreement, deed or document (other
than the Company’s Memorandum and Articles) entered into by or binding on the Company. |
| 4.2 | Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect
of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay
annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial
Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with
the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing
with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than
the Companies Act. |
| 4.4 | In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary Shares
in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or
calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the
establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce
or lift the corporate veil). |
Page 5 of 5
| 5 | Governing law of this opinion |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this
opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion. |
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission thereunder.
This opinion may be used only in connection
with the offer and resale of the Resale Shares while the Registration Statement is effective.
Yours faithfully
/s/ Ogier
Ogier
Exhibit 23.2
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM’S CONSENT
We consent to the incorporation by reference
in this Registration Statement of Springview Holdings Limited on Form S-8 of our report dated March 11, 2024, with respect to our audits
of the consolidated financial statements of Springview Holdings Limited as of December 31, 2022 and 2023 and for the years ended December
31, 2022 and 2023 appearing in the Prospectus on Form 424B4 of Springview Holdings Limited for the year ended December 31, 2023.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, New York
December 20, 2024
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
HUHUTECH International Group Inc.
(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. |
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