As
filed with the Securities and Exchange Commission on April 23, 2026
Registration
No. 333-294125
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 3
to
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mobile-health
Network Solutions
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
| Cayman
Islands |
|
7372 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
2
Venture Drive, #07-08
Vision Exchange
Singapore
608526
+65
6222
5223
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street, 18th
Floor
New
York, NY
10168
+1
212 947
7200
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
copies
to:
Lawrence
Venick, Esq.
David J.
Levine, Esq.
Loeb &
Loeb LLP
345 Park
Avenue
New York,
NY 10154
+1 212
407-4000 |
Approximate
date of commencement of proposed sale to the public: as soon as practicable 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, 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 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 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 of 1933, as amended, 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
We
are filing this Amendment No. 3 (this “Amendment No. 3”) to our registration statement on Form F-1 (File No.
333-294125) as amended on April 9, 2026 and April 17, 2026 (the “F-1”), for the sole purpose of including updated
auditors’ consents for the F-1 as Exhibits 23.1 and 23.4. This Amendment No. 3 consists only of the facing
page, this explanatory note, the signature pages to the F-1, the exhibit index and the filed exhibits.
Other
than expressly set forth herein, this Amendment No. 3 does not, and does not purport
to, amend any other information contained in the F-1 nor does this Amendment No. 3 reflect
any other events that have occurred after the F-1 was filed.
Mobile-health
Network Solutions
Exhibit
Index
Exhibit
Number |
|
Description
of Document |
| 3.1+ |
|
Amended
and Restated Memorandum and Articles of Association of the Registrant, as currently in effect (incorporated herein by reference
to Exhibit 1.1 to the Registrant’s annual report on Form 20-F filed with the SEC on October 31, 2025) |
| |
|
|
| 4.1+ |
|
Registrant’s
Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 2.1 to the Registrant’s annual
report on Form 20-F filed with the SEC on October 31, 2025) |
| |
|
|
| 4.2+ |
|
Form
of Subscription Agreement between the Registrant and its investors (incorporated herein by reference to Exhibit 4.2 to the Registrant’s
registration statement on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025 (Registration No. 333-286026)) |
| |
|
|
| 4.3+ |
|
Form
of Share Transfer and Shareholders’ Agreement (incorporated herein by reference to Exhibit 4.3 to the Registrant’s
registration statement on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025 (Registration No. 333-286026)) |
| |
|
|
5.1+ |
|
Opinion of Harney Westwood & Riegels Singapore LLP regarding the validity of the Class A Ordinary Shares being registered |
| |
|
|
| 8.1+ |
|
Opinion of Harney Westwood & Riegels Singapore LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1) |
| |
|
|
| 10.1+ |
|
2023
Employee Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Registrant’s annual report on Form 20-F
filed with the SEC on October 31, 2025) |
| |
|
|
| 10.2+ |
|
Amendment
to Mobile-health Network Solutions 2023 Employee Incentive Plan (incorporated herein by reference to Exhibit 4.2 to the Registrant’s
annual report on Form 20-F filed with the SEC on October 31, 2025) |
| |
|
|
| 10.3+ |
|
2025
Employee Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registrant’s annual report on Form 20-F filed
with the SEC on October 31, 2025) |
| |
|
|
10.4+ |
|
2026 Employee Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s report on Form 6-K filed with the SEC on February 12, 2026) |
| |
|
|
| 10.5+ |
|
Form
of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference
to Exhibit 10.2 to the Registrant’s registration statement on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025
(Registration No. 333-286026)) |
| |
|
|
| 10.6+ |
|
Form
of Employment Agreement between the Registrant and its Chief Executive Officer and Chief Operating Officer (incorporated herein
by reference to Exhibit 10.3 to the Registrant’s registration statement on Form F-1 (Amendment No.1) filed with the SEC on
March 28, 2025 (Registration No. 333-286026)) |
| |
|
|
| 10.7#+ |
|
Employment
Agreement with Chief Financial Officer (incorporated herein by reference to Exhibit 10.4 to the Registrant’s registration
statement on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025 (Registration No. 333-286026)) |
| |
|
|
| 10.8+ |
|
Form
of Independent Director Agreement (incorporated herein by reference to Exhibit 10.5 to the Registrant’s registration statement
on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025 (Registration No. 333-286026)) |
| 10.9+ |
|
Partnership
Agreement between Manadr Pte Ltd and five other clinics (incorporated herein by reference to Exhibit 10.6 to the Registrant’s
registration statement on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025 (Registration No. 333-286026)) |
| |
|
|
| 10.10#+ |
|
Medical
Service Agreement, dated April 5, 2023 (incorporated herein by reference to Exhibit 10.7 to the Registrant’s registration
statement on Form F-1 (Amendment No.1) filed with the SEC on March 28, 2025 (Registration No. 333-286026)) |
| |
|
|
| 10.11+ |
|
Standby
Equity Subscription Agreement, dated February 14, 2025, by and between the Company and YA II PN, Ltd. (incorporated herein by
reference to Exhibit 10.8 to the Registrant’s registration statement on Form F-1 (Amendment No.1) filed with the SEC on March
28, 2025 (Registration No. 333-286026)) |
| |
|
|
| 10.12+ |
|
Securities
Purchase Agreement with Indopacific Health Investment Corporation Pte. Ltd. and Natali Ardianto dated May 2, 2025 (incorporated herein
by reference to Exhibit 10.1 to the Registrant’s report on Form 6-K filed with the SEC on May 5, 2025) |
| |
|
|
| 10.13+ |
|
Sales
Agreement dated July 15, 2025, by and between the Company and A.G.P./Alliance Global Partners (incorporated herein by reference to
Exhibit 10.1 to the Registrant’s report on Form 6-K filed with the SEC on July 17, 2025) |
| |
|
|
| 10.14+ |
|
Securities
Purchase Agreement with Indopacific Health Investment Corporation Pte. Ltd. dated September 10, 2025 (incorporated herein by reference
to Exhibit 10.1 to the Registrant’s report on Form 6-K filed with the SEC on September 11, 2025) |
| |
|
|
| 10.15+ |
|
Memorandum
of Understanding between the Company and PPG (incorporated herein by reference to Exhibit 10.1 to the Registrant’s report on
Form 6-K filed with the SEC on November 20, 2025) |
| |
|
|
| 14.1+ |
|
Code
of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 11.1 to the Registrant’s annual
report on Form 20-F filed with the SEC on October 31, 2025) |
| |
|
|
| 19.1+ |
|
Amended
Insider Trading and Confidentiality Policy of the Registrant (incorporated herein by reference to Exhibit 99.1 to the Registrant’s
report on Form 6-K filed with the SEC on August 21, 2025) |
| |
|
|
| 21.1+ |
|
List of Subsidiaries of Mobile-health Network Solutions (incorporated herein by reference to Exhibit 21.1 to the Registrant’s annual report on Form 20-F filed with the SEC on October 31, 2025) |
| |
|
|
| 23.1 |
|
Consent of Simon & Edward, LLP, Independent Registered Public Accounting Firm |
| |
|
|
| 23.2+ |
|
Letter
of Simon & Edward, LLP dated September 6, 2024, regarding change in independent registered public accounting firm. (incorporated
herein by reference to Exhibit 16.1 to the Registrant’s report on Form 6-K filed with the SEC on September 6, 2024) |
| |
|
|
| 23.3+ |
|
Consent of Rajah & Tann Singapore LLP |
| |
|
|
| 23.4 |
|
Consent of JWF Assurance PAC |
| |
|
|
| 23.5+ |
|
Consent of Harney Westwood & Riegels Singapore LLP (included in Exhibit 5.1) |
| |
|
|
| 23.6+ |
|
Consent of Frost & Sullivan |
| |
|
|
| 24.1 |
|
Power of Attorney (included on signature page) |
| |
|
|
| 107+ |
|
Filing Fee Table |
| + |
Previously
filed and incorporated by reference |
| # |
Portions
of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and
actually treats that information as private or confidential and the omitted information is not material. |
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 Singapore, on April 23, 2026.
| |
Mobile-health
Network Solutions |
| |
|
|
| |
By: |
/s/
Siaw Tung Yeng |
| |
Name:
|
Siaw
Tung Yeng |
| |
Title: |
Co-Chief
Executive Officer and Director |
Power
of Attorney
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Siaw Tung Yeng and Peng
Chee Yong as an attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and
all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant
to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements
of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of Class A Ordinary
Shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each
of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”)
to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such
Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement,
to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents
filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed
before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that
such attorney and agent shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Siaw Tung Yeng |
|
Co-Chief
Executive Officer and Director |
|
April
23, 2026 |
| Name:
Siaw Tung Yeng |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Teoh Pui Pui |
|
Co-Chief
Executive Officer/Chief Operating Officer/Chairwoman of the Board/Director |
|
April
23, 2026 |
| Name:
Teoh Pui Pui |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Leong Aik Huat |
|
Chief
Financial Officer |
|
April
23, 2026 |
| Name:
Leong Aik Huat |
|
(principal
financial and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/ Ho Hin Yip |
|
Independent
Director |
|
April
23, 2026 |
Name:
Ho Hin Yip |
|
|
|
|
| |
|
|
|
|
/s/
Tan Kim Han Raymond |
|
Independent Director |
|
April
23, 2026 |
Name:
Tan Kim Han Raymond |
|
|
|
|
| |
|
|
|
|
/s/
Gabe Rijpma |
|
Independent
Director |
|
April
23, 2026 |
| Name: Gabe Rijpma |
|
|
|
|
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 Mobile-health
Network Solutions, has signed this registration statement or amendment thereto in New York, New York, United States on April 23,
2026.
| |
Cogency
Global Inc.
Authorized
U.S. Representative |
| |
|
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name:
|
Colleen
A. De Vries |
| |
Title:
|
Sr.
Vice President on behalf of Cogency Global Inc. |
