View:
May 20, 2025
Wong Kok Seng
Chief Executive Officer
UltraTrex Inc.
220 Orchard Road
Unit 05-02, Midpoint Orchard
Singapore 238852
Re: UltraTrex Inc.
Draft Registration Statement on Form F-1
Submitted April 22, 2025
CIK No. 0002046954
Dear Wong Kok Seng:
We have reviewed your draft registration statement and have the
following comments.
Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1. We note that you intend to list your Class A shares on the Nasdaq
Capital Market and
that you will be deemed a controlled company as defined by Nasdaq.
Please
disclose here whether you intend to rely on any exemptions as a
"controlled company"
and provide a cross-reference to a longer discussion of the effects of
your "controlled
company" status.
2. Please revise your cover page to highlight the dual class structure of
your ordinary
shares, including a discussion of the corresponding voting rights of
your Class A and
Class B ordinary shares and the percentage of total voting power
controlled by Class
A and Class B holders, respectively. Also include a risk factor that
discusses material
May 20, 2025
Page 2
risks resulting from your dual class capital structure, such as the
risks that your dual
class structure may render your shares ineligible for inclusion in
certain stock market
indices and thus adversely affect share price and liquidity.
Special Note Regarding Forward-Looking Statements, page iv
3. We note your disclosure that "[w]e undertake no obligation to update
publicly
any forward-looking statements for any reason after the date of this
prospectus to
conform these statements to actual results or to changes in our
expectations."
Please revise to remove this statement disclaiming responsibility for
your disclosure.
Prospectus Summary, page 1
4. You state you are "one of the leading providers of environmental
solutions" specializing in the manufacturing of amphibious machinery,
aquatic weed
harvesters and dredgers. Please provide support for this and other
similar claims.
5. You state that you have a wide customer base consisting of more than 70
customers.
In order to provide more context for this statement, please revise to
disclose your
number of current customers as of the end of each financial period
included in your
filing.
Risk Factors, page 10
6. Here you disclose that three customers accounted for 46.6% and 50.1% of
the
company's trade receivable as of June 30, 2024 and June 30, 2023,
respectively. On
page 45, you disclose these percentages as 47.5% and 52.8%. On page
F-53, you state
"approximately 57% and 42% of the [company's] trade receivables arose
from four
and two group of customers respectively, as of June 30, 2023 and 2024."
Please revise
to reconcile any inconsistencies or advise.
7. We note that state owned enterprises and government organizations in
Indonesia
accounted for 50.3% of your total trading revenue for the fiscal year
ended June 30,
2024. Please consider adding a risk factor discussing any material risks
resulting from
this concentration of revenue from state owned enterprises and
government
organizations. For example, consider adding a risk factor if this type
of customer is
able to terminate purchase agreements without penalty.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Organization and Reorganization, page 35
8. You disclose here that Salim Podiono, Halim Podiono, Nursalim Podiono,
and Taslim
Podiono exercise their votes as actors in concert, and act in concert in
relation to all
matters that require the decisions of the shareholders of the Company.
Please revise to
clarify whether the concert party arrangement is still in effect,
whether there is a
related written agreement and, if so, revise to disclose the material
terms of this
agreement and file it as an exhibit. To the extent this arrangement is
no longer in
effect, please revise to clarify whether there is currently another
voting agreement or
similar arrangement in place.
May 20, 2025
Page 3
Results of Operations, page 39
9. We note the increase in revenue was mainly due to the increase in
sales of
amphibious machineries. Please disclose how unit volumes and/or
changes in selling
prices contributed to the increase. Separately quantify the effects of
volume and
pricing changes on your results of operations, for example, from sales
of the more
popular models of your amphibious machinery, including mainly the
smaller scale
amphibious excavators. Refer to Item 303(b)(2)(iii) of Regulation S-K.
10. We note the material increase in your gross profit margin in 2024 was
"mainly due to
increase in sale of spare parts." As required by Item 5.D. of Form 20-F,
please more
clearly identify recent material trends in production, inventory, and
selling prices and
costs that had a material effect on operating results. Discuss any known
trends,
uncertainties, demands, commitments or events that are reasonably likely
to have a
material effect on your sales, profitability and income from continuing
operations, or
that would cause reported financial information not necessarily to be
indicative of
future operating results.
11. We also note you have identified multiple factors as impacting your
results of
operations, but no quantification of the contribution of each factor to
the material
changes in the various line items is provided. For instance, you
attribute an increase
"in changes in inventories was mainly due to higher level of
inventories." This and
other material factors are not quantified. Please revise to quantify
material changes in
line items, including where material changes within a line items offset
one another.
Refer to Item 303(b) of Regulation S-K.
Liquidity and Capital Resources, page 43
12. Your current disclosure of cash flows from operating activities appears
to repeat
information presented in the statements of cash flows. Please provide a
more
informative discussion and analysis of cash provided and used in working
capital
accounts such as accounts receivable. Please explain the underlying
reasons and
implications of material changes between periods to provide investors
with an
understanding of trends and variability in cash flows. Refer to Item 5
of Form 20-F.
13. Please revise your disclosure to be more specific concerning the sources
of
your liquidity for the next 12 months. Please revise to disclose an
estimate of the
amount of capital required to carry out your business plan, how you
intend to raise
this additional capital and when you intend to raise it. If you plan to
issue additional
equity, you should disclose your plans to do so. If you plan to incur
debt obligations,
you should disclose whether you have identified any potential lenders.
Business, page 55
14. We note your disclosure of leased property on pages 64-65. Please file
all material
lease agreements. See Item 601(b)(10) of Regulation S-K.
Management, page 77
15. Please revise to ensure that you have disclosed the principal
occupations and
employment over the last five years of each of your directors and
executive
officers named here.
May 20, 2025
Page 4
Related Party Transactions, page 83
16. We note here that you disclose that "[f]or the periods presented in this
prospectus, we
have not engaged in any related-party transactions that would be
required to be
disclosed under applicable SEC rules and regulations." On page F-50, you
disclose a
number of significant related party transactions in the notes to your
financial
statements. Please tell us what consideration you gave to disclosing
these related party
transactions in response to 7.B of Form 20-F.
Tail Financing, page 103
17. We note your disclosure that the Representatives are entitled to a cash
fee equal to
seven percent of the gross proceeds received by you from the sale of any
equity, debt
and/or equity derivative instruments to any investors actually
introduced by the
Underwriters to you under certain circumstances. Please revise to
clarify the term of
this tail financing right and whether any additional fees paid to the
Representatives
will impact your net proceeds from this offering.
Consolidated Financial Statements
Note 1. General Information
Organization and reorganization, page F-8
18. It appears your financial statements reflect the reorganization, an
event that does not
appear to have been completed. In addition, the report of your
independent registered
public accounting firm appears to opine on the financial statements of
Ultratrex Inc.,
an entity that was only established on August 15, 2024. Please disclose
and tell us
your basis of such presentation when the reorganization has not been
completed, and
post-reorganization financial statements have not been included.
19. Please clarify on page F-9 and elsewhere, your statement that "[t]he
Concert Party
entitled to one (1) vote, regardless of their respective shareholdings
in the Company."
20. Please expand your disclosures regarding the Concert Party on page F-9
and
elsewhere, where applicable, to:
indicate if there was a contemporaneous written agreement among each
of the
identified shareholders to vote their shares in concert;
if so, disclose the date of this agreement among the shareholders;
describe how in an event of a tie differences are resolved and who
decides; and
quantify any consideration exchanged among the shareholders in
connection to
the formation of the Concert Party.
21. We note you refer to Mr. Salim, Mr. Halim, Mr. Nursalim, and Mr. Taslim
as
collectively the "Concert Party." Please clarify your disclosure and
explain to us the
basis for your conclusion in the last paragraph on page F-9 that the
Group is common
controlling PT Ultratrex Machinery Indonesia with a deemed 99% equity
interest
when apparently, this interest was held by Mr. Wong. Also, tell us why
the disclosed subsequent transaction was not accounted for as a business
combination
on April 1, 2024. Provide us the terms of any contractual arrangements
and
reference the supporting accounting literature.
May 20, 2025
Page 5
22. We note upon the completion of the offering, you will be a controlled
company as
your Executive Director, Mr. Halim will hold [ ]% of your total issued
and
outstanding Class A Shares and 100% of our total issued and outstanding
Class B
Shares and will be able to exercise [ ]% of the total voting power of
your authorized
and issued shares. Tell us how you will account for Ultratrex Inc.'s
acquisition of a
100% equity interest in Ultratrex Asia Pacific Pte. Ltd, an entity
previously held by
Mr. Salim, Mr. Halim, Mr. Nursalim, Mr. Taslim and Mr. Wong with 20% of
equity
interest each, and explain the basis for your accounting. Also, explain
to us why this
transaction does not result in a change of control from the Concert Party
collectively
to Mr. Halim.
General
23. Please revise the registration statement cover page to include the
information required
by Form F-1 for your agent for service.
24. Please supplementally provide us with copies of all written
communications, as
defined in Rule405 under the Securities Act, that you, or anyone
authorized to do so
on your behalf, present to potential investors in reliance on Section
5(d) of the
Securities Act, whether or not they retain copies of the communications.
Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at
202-551-3574
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Yarona Yieh