As filed with the Securities and Exchange Commission on August 10, 2026.
Registration No. 333-294547
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 3 to
Form F-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
GOWELL ENERGY TECHNOLOGY
(Exact name of Registrant as specified in its charter)
____________________
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Cayman Islands |
6770 |
N/A |
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(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer |
For Co-Registrants, see “Table of Co-Registrants” on the following page.
1 BULIM LANE 2 #04-51/54
648110 Singapore
Telephone: (713) 909-2555
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
____________________
GOWell International LLC
5050 Westway Park Blvd, Ste. 100
Houston, TX 77041
Telephone: (713) 909-2555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________
Copies to:
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Louis Taubman Ying Li Sally Yin Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 Telephone: (917) 512-0827 |
Joel L. Rubinstein Jason A. Rocha White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 819-8200 |
____________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this Registration Statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
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. ☐
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF CO-REGISTRANT
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Exact Name of Co-Registrant as Specified in its Charter |
State or Other |
Primary |
I.R.S. Employer |
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GOWell Technology Limited |
Cayman Islands |
3531 |
N/A |
____________
(1) The Co-Registrant has the following principal executive office:
1 BULIM LANE 2 #04-51/54
648110 Singapore
Telephone: (713) 909-2555
(2) The agent for service for the Co-Registrant is:
GOWell International LLC
5050 Westway Park Blvd, Ste. 100
Houston, TX 77041
Telephone: (713) 909-2555
EXPLANATORY NOTE
GOWell Energy Technology and GOWell Technology Limited are filing this Amendment No. 3 to their Registration Statement on Form F-4 (File No. 333-294547) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
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Exhibit No |
Exhibit |
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2.1† |
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2.2 |
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2.3† |
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3.1 |
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3.2** |
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3.3** |
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3.4 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5** |
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4.6 |
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5.1** |
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5.2** |
Opinion of Hunter Taubman Fischer & Li LLC as to the validity of the securities being registered. |
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8.1** |
Opinion of White & Case LLP regarding certain U.S. federal income tax matters. |
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10.1 |
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10.2 |
II-1
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Exhibit No |
Exhibit |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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10.16** |
Form of Employment Agreement between PubCo and PubCo’s executive officers. |
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10.17**†† |
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10.18**†† |
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10.19*†† |
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10.20*†† |
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10.21**†† |
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10.22**†† |
Supply Contract, dated June 15, 2026, by and between USA Denimex Inc. and Ukrgasvydobuvannya |
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21.1** |
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23.1** |
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23.2** |
Consent of Marcum Asia CPAs LLP (GOWell Technology Limited). |
II-2
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Exhibit No |
Exhibit |
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23.3** |
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23.4** |
Consent of Ogier (Cayman) LLP (included in Exhibit 5.1 hereto). |
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23.5** |
Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.2 hereto). |
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23.6** |
Consent of White & Case LLP (included in Exhibit 8.1 hereto). |
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23.7** |
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24.1** |
Power of Attorney (included on signature page to this registration statement). |
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99.1** |
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99.2** |
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99.3** |
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99.4** |
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99.5** |
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99.6** |
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99.7** |
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99.8** |
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101.INS |
Inline XBRL Instance Document. |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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107** |
____________
* Filed herewith.
** Previously filed.
† Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Inflection Point Acquisition Corp. V agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
†† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on this 10th day of August, 2026.
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GOWell Energy Technology |
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By: |
/s/ Yap Yong Sheng |
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Name: |
Yap Yong Sheng |
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Title: |
Director |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yap Yong Sheng as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute.
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 August 10, 2026.
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Signature |
Title |
Date |
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/s/ Yap Yong Sheng |
Chief Executive Officer and Chief Financial Officer |
August 10, 2026 |
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Yap Yong Sheng |
(principal executive officer, principal financial officer, and principal accounting officer) |
II-4
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement in the United States, on this 10th day of August 2026.
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By: |
/s/ Kevin Colby |
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Name: |
Kevin Colby |
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Title: |
Authorized Representative |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on this 10th day of August, 2026.
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GOWell Technology Limited |
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By: |
/s/ Guillaume Borrel |
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Name: |
Guillaume Borrel |
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Title: |
Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guillaume Borrel as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute.
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 August 10, 2026.
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Signature |
Title |
Date |
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/s/ Guillaume Borrel |
Chief Executive Officer |
August 10, 2026 |
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Guillaume Borrel |
(Principal Executive Officer) |
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/s/ Mike Reed |
Chief Financial Officer |
August 10, 2026 |
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Mike Reed |
(Principal Financial Officer and Accounting Officer) |
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/s/ Wenhua Liu |
Director |
August 10, 2026 |
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Wenhua Liu |
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/s/ Xi Zhang |
Director |
August 10, 2026 |
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Xi Zhang |
II-6
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, solely in his capacity as the duly authorized representative of the Registrant in the United States, has signed this registration statement in the United States, on this 10th day of August, 2026.
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By: |
/s/ Kevin Colby |
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Name: |
Kevin Colby |
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Title: |
General Counsel |
II-7