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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number 001-42770
Magnitude International Ltd
(Exact name of registrant as specified in its charter)
27 Woodlands Industrial Park E1
#03-15 (Lobby B) Hiangkie Industrial Building
Singapore 757718
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entry into a Material Definitive Agreement.
On August 11, 2025, Magnitude International Ltd (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Bancroft Capital, LLC, as sole underwriter (the “Underwriter”), relating to the Company’s initial public offering (the “Offering”) on a firm commitment basis of an aggregate of 2,200,000 ordinary shares, par value $0.000025 per share (the “Ordinary Shares”), at a public offering price of US$4.00 per Ordinary Share. Of these, 1,650,000 Ordinary Shares were offered by the Company and 550,000 Ordinary Shares were offered by a selling shareholder, XJL International Ltd (the “Selling Shareholder”). The underwriting agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Company completed the Offering pursuant to its registration statement on Form F-1 (File No. 333-287609), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2025, as amended (the “Registration Statement”). The Registration Statement was declared effective by the SEC on July 30, 2025.
The Ordinary Shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “MAGH” on August 12, 2025. On August 13, 2025, the Company closed the Offering.
The Company received gross proceeds of US$6.6 million from the Offering, before deducting underwriting discounts and offering expenses. The Company did not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholder or the Resale Shareholders.
The registration statement for the Offering also included a resale prospectus registering the resale of an aggregate of 8,804,400 Ordinary Shares held by KeyStone Builders Group Limited, Kingkey Holdings (International) Limited, SwiftBuild Solutions Group Limited, Canningale Investments Limited, Beyond Merchant Limited, and Ms. Cheng Sze Man, Claudia (the “Resale Shareholders”). The Company will not receive any proceeds from any sales of Ordinary Shares by the Resale Shareholders.
In connection with the Offering, the Company issued a press release on August 11, 2025 announcing the pricing and a press release on August 13, 2025 announcing the closing of the Offering, respectively. Copies of each press release are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement | |
| 99.1 | Press Release, dated August 11, 2025 | |
| 99.2 | Press Release, dated August 13, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Magnitude International Ltd | ||
| Date: August 14, 2025 | By: | /s/ Lim Say Wei |
| Name: | Lim Say Wei | |
| Title: | Director and Chief Executive Officer | |
Exhibit 1.1
Exhibit 99.1
Magnitude International Ltd Announces Pricing of Initial Public Offering
Singapore, August 11, 2025 – Magnitude International Ltd (the “Company” or “Magnitude”) (Nasdaq: MAGH), an electrical installation service provider based in Singapore, today announced the pricing of its initial public offering (the “Offering”) of an aggregate of 2,200,000 ordinary shares at a public offering price of $4.00 per share, for total gross proceeds of $8.8 million, before deducting underwriting discounts and offering expenses. The Company is offering 1,650,000 ordinary shares and an existing shareholder is offering 550,000 ordinary shares. The Company will not receive any proceeds from the sale of ordinary shares by the selling shareholder.
The Company’s ordinary shares are expected to being trading on the Nasdaq Capital Market, or Nasdaq, on August 12, 2025, under the symbol “MAGH.” The Offering is expected to close on or about August 13, 2025, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering for: (i) expansion and growth through strategic acquisitions, joint ventures and/or strategic alliances; (ii) the purchase of materials; (iii) expansion of our workforce; (iv) moving to a bigger head office to provide more office area and additional storage facilities; (v) rental of a bigger dormitory for our foreign workers; (vi) digitalizing our systems, upgrading existing equipment, and investing in software solutions like enterprise resource planning (ERP) systems, and human resource (HR) systems; and (vii) working capital and general corporate purposes.
Bancroft Capital, LLC is acting as sole underwriter for the Offering. Concord & Sage PC is acting as U.S. legal counsel to the Company, and Taft Stettinius & Hollister LLP is acting as U.S. legal counsel to Bancroft Capital, LLC.
The Offering is being conducted pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-287609), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on July 30, 2025. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Electronic copies of the final prospectus relating to the Offering, when available, may be obtained by visiting the SEC’s website located at http://www.sec.gov or by contacting Bancroft Capital, LLC, 501 Office Center Drive, Suite 130, Fort Washington, PA 19034, Attention: Jason Diamond or email: investmentbanking@bancroft4vets.com or by telephone at +1 (484) 546-8000.
This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Magnitude International Ltd
Magnitude International Ltd is a Singapore-based electrical installation service provider to both the private and public sectors. Founded in 2012, the Company has over 12 years of experience in providing services such as the installation of generators, transformers, and various types of alteration and addition works, including the rewiring and installation of solar panel systems. The Company primarily acts as the main electrical contractor in construction projects and has participated in a range of greenfield and brownfield electrical installation projects. Its mission is to become one of the leading integrated one-stop electrical installation services providers in Singapore, and to add value to all stakeholders by ensuring that all buildings serviced by the Company are safe, functional and energy efficient.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the proposed Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate” or other similar expressions in the prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
For more information, please contact:
Magnitude International Ltd
Mr. Lim Say Wei
Email swlim@bnlengrg.com
Underwriter Contact:
Bancroft Capital, LLC,
501 Office Center Drive, Suite 130
Fort Washington, PA 19034
Email: investmentbanking@bancroft4vets.com
Exhibit 99.2
Magnitude International Ltd Announces Closing of Initial Public Offering
SINGAPORE, August 13, 2025 – Magnitude International Ltd (the “Company” or “Magnitude”) (Nasdaq: MAGH), an electrical installation service provider based in Singapore, today announced the closing of its initial public offering (the “Offering”) of 2,200,000 ordinary shares at a public offering price of US$4.00 per ordinary share for total gross proceeds of US$8.8 million, before deducting underwriting discounts and offering expenses. The Company sold 1,650,000 ordinary shares and a selling shareholder, XJL International Ltd, sold 550,000 ordinary shares. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholder.
The ordinary shares began trading on the Nasdaq Capital Market on August 12, 2025 under the ticker symbol “MAGH.”
The Offering was conducted on a firm commitment basis. Bancroft Capital, LLC acted as sole underwriter for the Offering. Concord & Sage PC acted as U.S. legal counsel to the Company, and Taft Stettinius & Hollister LLP acted as U.S. legal counsel to Bancroft Capital, LLC, in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-287609), as amended, and was declared effective by the SEC on July 30, 2025. The Offering was made only by means of a prospectus forming a part of the registration statement. Electronic copies of the final prospectus relating to the Offering may be obtained by visiting the SEC’s website located at http://www.sec.gov or by contacting Bancroft Capital, LLC, 501 Office Center Drive, Suite 130, Fort Washington, PA 19034, Attention: Jason Diamond, by email: investmentbanking@bancroft4vets.com or by telephone at +1 (484) 546-8000.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Magnitude International Ltd
Magnitude International Ltd is a Singapore-based electrical installation service provider to both the private and public sectors. Founded in 2012, the Company has over 12 years of experience in providing services such as the installation of generators, transformers, and various types of alteration and addition works, including the rewiring and installation of solar panel systems. The Company primarily acts as the main electrical contractor in construction projects and has participated in a range of greenfield and brownfield electrical installation projects. Its mission is to become one of the leading integrated one-stop electrical installation services providers in Singapore, and to add value to all stakeholders by ensuring that all buildings serviced by the Company are safe, functional and energy efficient.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “potential,” “intend,” “plan,” “believe,” “likely to” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Magnitude International Ltd
Mr. Lim Say Wei
Email swlim@bnlengrg.com
Underwriter Contact:
Bancroft Capital, LLC,
501 Office Center Drive, Suite 130
Fort Washington, PA 19034
Email: investmentbanking@bancroft4vets.com