Form S-1MEF - Registration adding securities to prior Form S-1 registration [Rule 462(b)]

 

As filed with the U.S. Securities and Exchange Commission on October 29, 2024.

 

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SRIVARU Holding Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

Cayman Islands		3711		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

3rd Floor, Genesis House, Unit 18

Genesis Close, George Town

P.O. Box 10655

Grand Cayman, KY1-1006

Cayman Islands

[phone]

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Maxim Group LLC

Chief Executive Officer

 

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

 

 

Copies to:

 

Rajiv Khanna, Esq. Norton Rose Fulbright LLP 1301 Avenue of the Americas New York, NY 10019 [phone]

M. Ali Panjwani, Esq. Pryor Cashman LLP 7 Times Square New York, New York 10036 [phone]

 

 

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

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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. ☒ 333-282429

 

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. ☐

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 

 

 

Explanatory Note

 

SRIVARU Holding Limited is filing this registration statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form F-1 (File No. 333-282429), as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective by the Commission on October 29, 2024.

 

The registrant is filing this registration statement for the sole purpose of registering the sale of an additional 35,937,500 units (“Units”), each Unit consisting of one ordinary share, par value $0.01 per share (“ordinary share”) or one pre-funded warrant (“pre-funded warrant”), and one warrant (“warrant”) to purchase one ordinary share, which can be exercisable for two ordinary shares pursuant to an alternative cashless exercise provision. The additional 35,937,500 Units includes 4,687,500 Units that may be sold as part of the underwriters’ option to purchase additional Units. The additional Units that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as Exhibit 107 to the Prior Registration Statement. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference herein.

 

The required opinion and consents are listed in Part II, Item 8 of this registration statement and filed herewith.

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 8. Exhibits and Financial Statement Schedules.

 

(a) Exhibits

 

The exhibits of the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.

 

II-1

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
5.1		Opinion of Conyers Dill & Pearman Limited.
23.1		Consent of Manohar Chowdhry & Associates.
23.2		Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).
24.1*		Power of attorney (included in signature pages of the Prior Registration Statement (File No. 333-282429))
107		Registration Fee Table

 

*	Previously filed.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of California, on October 29, 2024.

 

SRIVARU Holding Limited
By:	/s/ Mohanraj Ramasamy
Name:	Mohanraj Ramasamy
Title:	Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Capacity		Date
/s/ Mohanraj Ramasamy		Chief Executive Officer and Director		October 29, 2024
Mohanraj Ramasamy		(principal executive officer)
*		Chief Financial Officer		October 29, 2024
Weng Kiat Leow		(principal financial officer and principal accounting officer)
*		Director		October 29, 2024
Ganesh Iyer
*		Director		October 29, 2024
Mohsen Moazami
*		Director		October 29, 2024
Jonathan Reichental
*		Director		October 29, 2024
Lata Gullapalli

 

* Signed by Mohanraj Ramasamy pursuant to the power of attorney signed by each individual and previously filed with this Registration Statement on September 24, 2024.

 

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirement of the Securities Act of 1933, as amended, SRIVARU Holding Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States on October 29, 2024.

 

By:	/s/ Mohanraj Ramasamy
Name:	Mohanraj Ramasamy
Title:	Chief Executive Officer

 

 

 

Exhibit 5.1

 

 

29 October 2024

 

SRIVARU Holding Limited

c/o Amicorp Cayman Fiduciary Limited

3^rd Floor, Genesis House

Unit 18, Genesis Close

George Town, P.O. Box 10655

Grand Cayman KY1 – 1006

Cayman Islands

 

Dear Sirs

 

Re: SRIVARU Holding Limited (the “Company”)

 

We have acted as special legal counsel in the Cayman Islands to the Company in connection with the Company’s Registration Statement on Form F-1 initially filed with the Securities and Exchange Commission in the United States (“SEC”) on 30 September 2024 (as amended) and by registration statement on Form F-1/MEF filed with the SEC on 29 October 2024 (the “Registration Statement”) relating to the Company’s registration of (A) an aggregate of up to 106,250,000 units (“Units”) at the applicable offering price, each Unit consisting of (i) one ordinary share of the Company, par value $0.01 each per share (the “Ordinary Shares”) or one pre-funded warrant (a “Pre-Funded Warrant”), with each Pre-Funded Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $0.001 per share, and (ii) one warrant (a “Warrant”), with each Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $0.096 per share, which can be exercisable for two Ordinary Shares pursuant to an alternative cashless exercise provision, subject in each case to the underwriters’ over-allotment option; and (B) up to 212,500,000 Ordinary Shares (the “Warrant Shares”) to be issued upon the exercise of the Warrants, subject in each case to the underwriters’ over-allotment option, (the Units, Ordinary Shares, Pre-Funded Warrants, Warrants and Warrant Shares are collectively, the “Registered Securities”), in each case, pursuant to an underwriting agreement (the “Underwriting Agreement”) to be executed by the Company and Maxim Group LLC (as representative of the underwriters), all as more particularly defined and described in the Registration Statement.

 

1.	DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined copies of:

 

(i)

the Registration Statement;

 

(ii)

the certificate of incorporation of the Company dated 16 June 2021 and the amended and restated memorandum and articles of association of the Company adopted on 27 June 2024 and effective on 2 August 2024;

 

 

(iii)

the unanimous written resolutions of the directors of the Company dated 28 October 2024 (the “Resolutions”);

 

(iv)

a Certificate of Good Standing (the “Certificate of Good Standing”) dated 29 October 2024 issued by the Registrar of Companies in the Cayman Islands in relation to the Company;

 

(v)

the form of Underwriting Agreement;

 

(vi)

the form of warrant agency agreement to be executed by the Company and VStock Transfer, LLC in connection with the Warrants (the “Warrant Agreement”);

 

(vii)

the form of Pre-Funded Warrant;

 

(viii)

the form of Warrant; and

 

(ix)

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.

 

2.	ASSUMPTIONS

 

We have assumed:

 

(i)

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;

 

(ii)

the accuracy and completeness of all factual representations made in the Registration Statement, Underwriting Agreement, Warrant Agreement, form of Pre-Funded Warrant, form of Warrant and other documents reviewed by us;

 

(iii)

that the resolutions contained in the Resolutions were passed by unanimous written resolutions of the directors of the Company, remain in full force and effect and have not been and will not be rescinded or amended;

 

(iv)

the legality, validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Underwriting Agreement, the Warrant Agreement, the form of Pre-Funded Warrant and the form of Warrant, which are expressed to be governed by the Foreign Laws, in accordance with their respective terms;

 

(v)

the validity and binding effect under the Underwriting Agreement, the Warrant Agreement, the form of Pre-Funded Warrant and the form of Warrant of the submission by the Company to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (the “Foreign Courts”);

 

(vi)

no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any shares of the Company;

 

(vii)

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;

 

Page 2 of 4

 

(viii)

that at the time of issuance, any Ordinary Shares and Warrant Shares shall be issued by the Company against payment in full, which shall be equal to at least the par value thereof, and shall be duly registered in the Company’s register of members;

 

(ix)

that the Company will have sufficient authorised share capital to effect the issue of any Ordinary Shares and/or Warrant Shares at the time of issuance;

 

(x)

the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Registered Securities, and the due execution and delivery thereof by each party thereto;

 

(xi)

the effectiveness under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with and declared effective by the SEC;

 

(xii)

that the Registration Statement declared effective by the SEC will be in substantially the same form as the copy examined by us for the purposes of this opinion;

 

(xiii)

there are no records of the Company, agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions envisaged in the documents or restrict the powers and authority of the directors of the Company in any way or which would affect any opinion given herein;

 

(xiv)

that each of the documents reviewed by us are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands);

 

(xv)

that there is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the documents reviewed by us;

 

(xvi)

the offering of the Units and the transactions contemplated thereunder complies with the requirements of the applicable rules of the Nasdaq Global Market; and

 

(xvii)

where a document has been examined by us in draft form, it will be or has been executed and/or filed 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.

 

3.	QUALIFICATIONS

 

(i)

The term “enforceable” as used in this opinion means that an obligation is of a type which the courts of the Cayman Islands enforce. It does not mean that those obligations will be enforced in all circumstances. In particular, the obligations of the Company in connection with any Registered Security and any indenture or other agreement or document relating thereto:

 

(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;

 

Page 3 of 4

 

(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 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 if there are other proceedings simultaneously underway against the Company in another jurisdiction.

 

(ii)

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands.

 

(iii)

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.

 

(iv)

This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Registered Securities by the Company and is not to be relied upon in respect of any other matter.

 

4.

OPINIONS

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

(i)

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. Pursuant to the Companies Act of the Cayman Islands (the “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.

 

(ii)

The issue of each of the Registered Securities has been duly authorised and, when issued and paid for in accordance with the Resolutions, the Underwriting Agreement, the Warrant Agreement, the form of Pre-Funded Warrant, the form of Warrant and the Registration Statement, as applicable, and entered on the register of members of the Company (insofar as it relates to the Ordinary Shares and the Warrant Shares), the Registered Securities 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 of such Registered Securities).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities Under U.S. Securities Law” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within 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
Conyers Dill & Pearman LLP

 

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated July 17, 2024, in the Registration Statement on Form F-1 of Srivaru Holding Limited for the registration of Srivaru Holding Limited units comprising ordinary shares and warrants to purchase ordinary shares pursuant to a firm committent underwitten offering with Maxim Group LLC as the underwriter.

 

/s/ Manohar Chowdhry & Associates
Chennai, India
October 29, 2024

 

 

 

EXHIBIT 107

 

CALCULATION OF FILING FEE TABLE

 

FORM F-1

(Form type)

 

SRIVARU Holding Limited

(Exact name of Registrant as specified in its charter)

 

Table 1: Newly Registered Securities and Carry Forward Securities

 

		Security Type		Security Class Title				Fee Calculation or Carry Forward Rule				Amount Registered (1)				Proposed Maximum Offering Price Per Security				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee				Carry Forward Form Type				Carry Forward File Number				Carry Forward Initial Effective Date				Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid		Equity			Ordinary Shares, par value $0.01 per share				457	(c)			122,187,500			$	0.064	(1)		$	7,820,000				0.00015310			$	1,197.24				—				—				—				—
					Ordinary Shares Underlying Warrants				457	(c)			244,375,000				0.064				15,640,000				0.00015310				2,394.48
Fees Previously Paid		—			—				—				—				—				—				—								—				—				—				—
Carry Forward Securities
Carry Forward Securities		—			—				—				—								—				—				—				—				—				—				—
		Total Offering Amounts																		$	23,460,000							$	3,591.72
		Total Fees Previously Paid																			20,000,000								2,952.00
		Total Fee Offsets																			—								—
		Net Fee Due																		$	23,460,000							$	640.00

 

(1)	For purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on $0.064, the public offering price per unit.

 

 

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