UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Kandal M Venture Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Padachi Village, Prek Ho Commune Takhmao Town, Kandal Province Kingdom of Cambodia |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Class A Ordinary shares, par value US$0.00001 per share | The Nasdaq Stock Market LLC |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this Form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333- 282786
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant’s Securities to be Registered.
A description of the securities of Kandal M Venture Limited, a Cayman Islands company limited by shares (the “Registrant”), to be registered hereunder is set forth under the heading “Description of Share” in the prospectus constituting a part of the Registrant’s Registration Statement on Form F-1 (File No. 333-282786), originally filed with the Securities and Exchange Commission (the “Commission”) on October 23, 2024, as amended from time to time, which description is incorporated herein by reference. The description of such securities included in any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Section 424(b) of the Securities Act of 1933, as amended, shall also be deemed to be incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Kandal M Venture Limited | ||
| By: | /s/ Duncan Miao | |
| Duncan Miao | ||
| Director and Chairman of the Board of Directors | ||
Dated: June 24, 2025
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