UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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* Versigent Limited will convert into a public limited company and will be renamed Versigent PLC prior to the completion of the Spin-Off (as defined below).
| Item 7.01. | Regulation FD Disclosure. |
Versigent Limited (“Versigent” or the “Company”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form 10, initially filed on November 14, 2025 (as amended, the “Registration Statement”), relating to the distribution of all of the Company’s ordinary shares by Aptiv PLC (“Aptiv”) to holders of Aptiv ordinary shares on a pro rata basis (the “Spin-Off”). The Company will convert into a public limited company and will be renamed Versigent PLC prior to the completion of the Spin-Off.
On March 12, 2026, the Registration Statement was declared effective by the SEC. The Registration Statement includes a preliminary information statement that describes the Spin-Off and provides important information regarding the Company’s business and management. The final information statement, dated March 12, 2026 (the “Information Statement”), is attached hereto as Exhibit 99.1. Aptiv has commenced mailing the Information Statement to holders of Aptiv ordinary shares.
As further described in the Information Statement, subject to the satisfaction or waiver of certain conditions, the Spin-Off is expected to be effective as of 12:01 a.m., New York City time, on April 1, 2026 (the “Distribution Date”). Holders of Aptiv ordinary shares will be entitled to receive one of the Company’s ordinary shares for every three ordinary shares of Aptiv held on March 17, 2026, the record date for the distribution (“Record Date”).
Although the Company expects that a limited market, commonly known as a “when-issued” trading market, will develop three trading days prior to the Distribution Date for the Spin-Off, the Company’s ordinary shares are expected to begin trading “regular way” on the New York Stock Exchange under the ticker symbol “VGNT” on April 1, 2026, the first trading day after the Spin-Off.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Information Statement of Versigent Limited, dated March 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Forward Looking Statements
This document contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “potential,” “position,” “forecast,” “target,” “outlook,” and similar expressions. These forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control. Factors that could cause the Company’s actual results to differ materially from those described in the Company’s forward-looking statements include, but are not limited to, Aptiv’s success in executing and completing the Spin-Off and the Company’s compliance with the various legal, regulatory, tax, and other laws to which the Company is subject and related changes, claims, or action. Please also see the “Risk Factors” section of the Company’s Form 10 filed with the SEC and any updates or amendments it makes in future filings. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2026
| VERSIGENT LIMITED | ||
| By: | /s/ Katherine H. Ramundo | |
| Name: | Katherine H. Ramundo | |
| Title: | Director | |