UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-260545
UNDER
THE SECURITIES ACT OF 1933
TDCX Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (state or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
750D Chai Chee Road,
#06-01/06 ESR BizPark @ Chai Chee
Singapore 469004
(65) 6309 1688
(Address of principal executive office)
TDCX PERFORMANCE SHARE PLAN
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
DEREGISTRATION OF SECURITIES
TDCX Inc. (the “Registrant”) is filing this post-effective amendment No. 1 (“Post-Effective Amendment”) to the registration statement on Form S-8 (the “Registration Statement”) to deregister all unsold securities originally registered by the Registrant pursuant to its Registration Statement No. 333-260545, filed with the Securities and Exchange Commission on October 28, 2021, with respect to a total of 7,288,140 Class A ordinary shares of the Registrant, par value US$0.0001 per share (the “Class A Ordinary Shares”), thereby registered for offer or sale pursuant to Registrant’s 2021 TDCX Performance Share Plan.
On March 1, 2024, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”). On June 18, 2024 (the “Effective Time”), pursuant to the Merger Agreement, Merger Sub merged with and into the Registrant, with the Registrant being the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger”). Upon the completion of the Merger, the Registrant became a privately held company.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement that remained unsold as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore on June 20, 2024.
| TDCX Inc. | ||
| By: | /s/ Laurent Bernard Marie Junique | |
| Name: | Laurent Bernard Marie Junique | |
| Title: | Executive Chairman and Chief Executive Officer | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
