Form F-1/A Neutrans Inc.

As filed with the U.S. Securities and Exchange Commission on April 21, 2026.

Registration No. 333-290747

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 4

TO

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Neutrans Inc.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		4899		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Unit B-1-08, First Floor CoPlace 1

2270 Jalan Usahawan 2, Cyber 6

63000 Cyberjaya, Selangor, Malaysia

+60 3 2935 9635

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

 

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

800-221-0102

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

 

With a Copy to:

 

Ying Li, Esq. Lisa Forcht, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 (212) 530-2210

Fang Liu, Esq. VCL Law LLP 1945 Old Gallows Road, Suite 260 Vienna, VA 22182 703-919-7285

 

Approximate date of commencement of proposed sale to the public: Promptly 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, please 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(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 ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

 

Neutrans Inc. (the “Company”) is filing this amendment to the registration statement on Form F-1 (Registration No. 333-290747), initially filed on October 7, 20225 (the “Registration Statement”), as an exhibit-only filing solely to file an updated Consent of Onestop Assurance PAC as Exhibit 23.1 and a Request for Waiver and Representation under Item 8.A.4 of Form 20-F as Exhibit 99.10, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibits being filed, and is not intended to amend or delete any part of the Registration Statement except as specifically noted herein. This amendment does not modify any provision of the prospectus constituting Part I of the Registration Statement, and accordingly, such preliminary prospectus has been omitted.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

BVI law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by BVI courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles of association provide that, we may indemnify, hold harmless and exonerate against all expenses, including legal fees, and against all judgements, fines, and amounts paid in settlement and reasonably incurred in connection with legal, administrative, or investigative proceedings any person who is or was:

 

(a)

a party or is threatened to be made a party to any threatened, pending, or completed proceedings, whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a director; or

 

(b)

at our request, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust, or other enterprise.

 

The above does not apply unless the person acted honestly and in good faith and in what he or she believed to be in our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful.

 

For the purposes of the above, a director acts in our best interests if he or she acts in the best interests of our parent or member (or members), in either case, in the circumstances specified in the BVI Act, as the case may be.

 

The decision of our directors as to whether the person acted honestly and in good faith and with a view to our best interests and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of our articles of association, unless a question of law is involved.

 

The termination of any proceedings by any judgement, order, settlement, conviction, or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to our best interests or that the person had reasonable cause to believe that his or her conduct was unlawful.

 

We may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any indemnified person who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has or would have had the power to indemnify him against the liability as provided in the memorandum and articles of association.

 

The indemnification and advancement of expenses provided by, or granted pursuant to our memorandum and articles of association is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, resolution of members, resolution of disinterested directors, or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a Director.

 

Pursuant to indemnification agreements, the form of which is filed as Exhibit 10.2 to this Registration Statement, we have agreed to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

 

During the past three years, we have issued the following securities which were not registered under the Securities Act. We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

 

Securities/Purchaser		Date of Issuance		Number of Securities				Consideration(2)
Class A Ordinary Shares
Bin Awang Lah Mohamed		March 31, 2025			1	(1)		$0.0001
Nur Liyana Binti Mohamed		July 20, 2025			305			See Note 2
Yen Peng Ng		July 20, 2025			546,876			See Note 2
Nicerin Ltd		July 20, 2025			500,423			See Note 2
Shiew Mei Pan		July 20, 2025			801,934			See Note 2
Rasa Manis Solution Sdn. Bhd.		July 20, 2025			1,050,000			See Note 2
Silkstream Inc.		July 20, 2025			793,752			See Note 2
Vantage Strategic Holdings Ltd		July 20, 2025			863,623			See Note 2
Yet Shih Chyi		July 20, 2025			546,875			See Note 2
Atlantic International Ltd		July 20, 2025			801,935			See Note 2
Fortune 300 Corporation		July 20, 2025			580,000			See Note 2
Goldmund Inc.		July 20, 2025			3,000,000			See Note 2
Grandhill Partners Ltd		July 20, 2025			2,416,882			See Note 2
Guat Bee Lee		July 20, 2025			300,000			See Note 2
Lifenet Solutions Sdn. Bhd.		July 20, 2025			2,127,660			See Note 2
Lim Wai Hong		July 20, 2025			920,000			See Note 2
MAL 177 Sdn. Bhd.		July 20, 2025			6,624,735			See Note 2

 

(1)	Canceled on July 20, 2025.
(2)	In connection with the share issuances on July 20, 2025, we received an aggregate of RM6 million as consideration.

 

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a) Exhibits

 

See Exhibit Index beginning on page II-5 of this registration statement.

 

(b) Financial Statement Schedules

 

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

 

ITEM 9. UNDERTAKINGS.

 

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 provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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.

 

(a)

The undersigned registrant hereby undertakes that:

 

(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

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

 

 

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) 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 the 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 offerings.

  

(4)

to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

 

(5)

that, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

if the issuer is relying on Rule 430B:

 

(A)

each prospectus filed by the undersigned issuer pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B)

each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offerings described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

 

(ii)

if the issuer is relying on Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 

(6)

that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offerings required to be filed pursuant to Rule 424;

 

(ii)

any free writing prospectus relating to the offerings prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(iii)

the portion of any other free writing prospectus relating to the offerings containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(iv)

any other communication that is an offer in the offerings made by the undersigned Registrant to the purchaser.

 

(b)

The undersigned registrant hereby undertakes that:

 

(1)

for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.

 

 

EXHIBIT INDEX

 

		Description
1.1*		Form of Underwriting Agreement
3.1*		Memorandum and Articles of Association of the Registrant, currently in effect
4.1**		Specimen Certificate for Class A Ordinary Shares
5.1*		Opinion of Ogier regarding the validity of the Class A Ordinary Shares being registered
5.2*		Opinion of Teh & Lee regarding certain Malaysian law matters
10.1**		Form of Employment Agreement of the Registrant
10.2**		Form of Indemnification Agreement of the Registrant
10.3*		Employment Agreement effective as of [   ], 2026 by and between Dr. Mohamed bin Awang Lah and the Registrant
10.4*		Employment Agreement effective as of [   ], 2026 by and between Jamaludin bin Mohd Nor and the Registrant
10.5*		Indemnification Agreement dated [    ], 2026 by and between Dr. Mohamed bin Awang Lah and the Registrant
10.6*		Indemnification Agreement dated [   ], 2026 by and between Jamaludin bin Mohd Nor and the Registrant
10.7*		Acting-in-Concert Agreement dated March 31, 2025, between Dr. Mohamed Bin Awang Lah and Leopold Chew Wee Chet
10.8*		Sale and Purchase Agreement dated March 21, 2025 between Eaxin Sdn. Bhd. and Neutrans Malaysia
10.9*		Letter of Award dated August 18, 2023 between Neutrans Malaysia and MSA
10.10*		Purchase Order dated August 18, 2023 between Neutrans Malaysia and MSA
10.11*		Letter of Offer dated June 27, 2023 between Maybank Islamic Berhad and Neutrans Malaysia
10.12*		Letter of Appointment (LOA) as contractor for the construction of fiber optic infrastructure, dated May 8, 2024, between YOFC International (Malaysia) Sdn. Bhd. and Neutrans Malaysia
21.1**		List of Subsidiaries
23.1		Consent of Onestop Assurance PAC
23.2*		Consent of Ogier (included in Exhibit 5.1)
23.3*		Consent of Teh & Lee (included in Exhibit 5.2)
24.1**		Powers of Attorney (included on signature page)
99.1**		Code of Business Conduct and Ethics of the Registrant
99.2**		Audit Committee Charter
99.3**		Compensation Committee Charter
99.4**		Nominating and Corporate Governance Committee Charter
99.5**		Consent of Datuk Sudhagar A/L Sathival
99.6**		Consent of Datuk Dr. Mohd Noor Awang
99.7**		Consent of Wilson Yong Yew Sun
99.8*		Consent of Protégé Associates
99.9**		Compensation Recovery Policy
99.10		Request for Waiver and Representation under Item 8.A.4 of Form 20-F
107**		Filing Fee Table

 

*	To be filed by amendment
**	Previously filed

 

 

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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cyberjaya, Malaysia, on April 21, 2026.

 

	Neutrans Inc.
	By:	/s/ Mohamed bin Awang Lah
		Mohamed bin Awang Lah
		Chief Executive Officer, Director, and Chairman of the Board of Directors
		(Principal Executive Officer)

 

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			Title		Date
/s/ Mohamed bin Awang Lah			Chief Executive Officer, Director, and Chairman		April 21, 2026
Name:	Mohamed bin Awang Lah		of the Board of Directors (Principal Executive Officer and Principal Accounting and Financial Officer)

 

 

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 America of Neutrans Inc., has signed this registration statement or amendment thereto in New York, NY on April 21, 2026.

 

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

 

 

ATTACHMENTS / EXHIBITS

CONSENT OF ONESTOP ASSURANCE PAC

REQUEST FOR WAIVER AND REPRESENTATION UNDER ITEM 8.A.4 OF FORM 20-F

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