UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRIMECH HOLDINGS LTD.
(Name of Issuer)
Ordinary shares, no par value
(Title of Class of Securities)
Ordinary Shares: Y708VV108
(CUSIP Number)
23
Ubi Crescent
Singapore 408579
+65 6286 1868
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 12, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Y708VV108 |
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1. |
Names of Reporting Persons.
Sapphire Universe Holdings Limited |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6. |
Citizenship or Place of Organization
British Virgin Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
31,287,500(1) |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
31,287,500(1) | |
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10. |
Shared Dispositive Power
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,287,500 |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13. |
Percent of Class Represented by Amount in Row (11)
88.0%(2) |
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14. |
Type of Reporting Person (See Instructions)
CO |
| (1) | Represents 31,287,500 ordinary shares, no par value, (the “Ordinary Shares”), of Primech Holdings Ltd., a company incorporated under the laws of Singapore (the “Company”). |
| (2) | Percentage is calculated based on 35,550,000 ordinary shares issued and outstanding as of October 13, 2023, calculated by adding (i) the 32,500,000 Ordinary Shares outstanding as of July 20, 2022, as reported by the Company in its Registration Statement on Form F-1, filed on September 18, 2023, (ii) the 3,050,000 Ordinary Shares the Company sold in its initial public offering as disclosed in the Company’s Current Report on Form 6-K filed on October 13, 2023. |
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Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the ordinary shares (the “Ordinary Shares”) of Primech Holdings Ltd. (the “Issuer”). The principal executive offices of the Issuer are located at 23 Ubi Crescent, Singapore 408579. The Ordinary Shares are listed on the Nasdaq Global Market under the symbol “PMEC.”
Item 2. Identity and Background.
| (a) | This Statement is jointly filed by Sapphire Universe Holdings Limited (the “Reporting Person”). | |
| (b) | The business address of the Reporting Person is 23 Ubi Crescent, Singapore 408579. | |
| (c) | The principal business of Sapphire Universe Holdings Limited is a holding company of its passive investment. | |
| (d)–(e) | During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Sapphire Universe Holdings Limited is a British Virgin Islands company. |
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person became the beneficial owner of 2 Ordinary Shares of the Issuer on December 29, 2020, upon its incorporation. On November 22, 2021, the Issuer allotted and issued 32,499,998 Ordinary Shares to the Reporting Person. On November 24, 2021, the Reporting Person transferred 1,212,500 Ordinary Shares to certain transferees, resulting it its holding of 31,287,500 Ordinary Shares.
Item 4. Purpose of Transaction.
The Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
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Item 5. Interest in Securities of the Issuer.
| (a) - (b) | The responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. | |
| The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. | ||
| (c) | Except as set forth in this Statement, the Reporting Person has not, to the best of their knowledge, engaged in any transaction with respect to the Issuer’s Ordinary Shares during the sixty days prior to the date of filing this Statement. | |
| (d) | Except as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Ordinary Shares beneficially owned by the Reporting Person as reported in this Statement. | |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Lock-Up Agreement
In connection with the initial public offering of the Issuer, the Reporting Person entered into a lock-up agreement (the “Lock-up Agreement”), pursuant to which the Reporting Person agreed that, with respect to 31,287,500 Ordinary Shares held by the Reporting Person, not to transfer any of such shares for a period of six months after the date of the final prospectus.
References to and descriptions of the Lock-up Agreement herein are qualified in their entirety by reference to the Letter Agreement filed as Exhibit 1 to this Statement and incorporated herein by reference.
Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between such Reporting Person and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. | Description | |
| 1 | Lock-up Agreement between Sapphire Universe Holdings Limited and the other parties named therein dated as of October 4, 2023. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: November 7, 2023 | ||
| Sapphire Universe Holdings Limited, | ||
| By: | /s/ Kit Yu Lee | |
| Name: | Kit Yu Lee | |
| Title: | Director | |
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Exhibit 1
Lock-Up Agreement
October 4, 2023
Spartan Capital Securities, LLC (the “Representative”)
45 Broadway, 19th Floor
New York, NY 10006
Ladies and Gentlemen:
The undersigned, a holder of ordinary shares, having no par value (“Ordinary Shares”), or rights to acquire Ordinary Shares, of Primech Holdings Ltd. (formerly Primech Holdings Pte. Ltd.) (the “Company”) understands that you, as Representative of the Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the Underwriters named Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of Ordinary Shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (b) transfers of Lock-Up Securities to a charity or educational institution; or (c) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses, (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
Any release or waiver granted by the Representative hereunder shall only be effective two (2) business days after the publication date of a press release announcing such release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Ordinary Shares, as applicable; provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock- Up Securities within the Lock-Up Period).
The undersigned understands that the Company and the Underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned understands that, if the Underwriting Agreement is not executed within 30 days of the date hereof, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.
[SIGNATURE PAGE TO FOLLOW]
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| Very truly yours, | ||
| Kin Wai Ho | ||
| (Name) | ||
| /s/ Kin Wai Ho | ||
| (Signature) | ||
| Sapphire Universe Limited | ||
| (Name of Signatory) | ||
| Director | ||
| (Title of Signatory) | ||
| Address: | House 3, Providence Bay, Phase 1, | |
| 8 Fo Chun Toad, Tai Po, New Territories, Hong Kong | ||
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