F-1/A: Acco Group Amends F-1 Filing, Adds Auditor Consent

Acco Group Holdings Limited filed Amendment No. 3 to its F-1 Registration Statement, primarily to include the consent of its independent registered public accounting firm.

Summary

• Acco Group Holdings Limited filed Amendment No. 3 to its Form F-1 Registration Statement (File No. 333-288756).
• The primary purpose of this amendment is to file Exhibit 23.1, which is the Consent of Onestop Assurance PAC, the independent registered public accounting firm.
• This amendment explicitly states that it does not modify any provision of the prospectus that forms a part of the Registration Statement.
• The company's Amended and Restated Memorandum and Articles of Association provide for indemnification of directors and officers, subject to Cayman Islands law, against liabilities incurred in the conduct of business, excluding dishonesty.
• The company may advance legal costs to directors and officers, provided they repay the amount if ultimately found not liable for indemnification.
• Recent unregistered securities sales include initial share issuances and transfers in May and June 2024, a 100,000-for-one share split on August 8, 2024, and subsequent sales by Star Blessings Limited to Forever Peak Holdings Limited and River Wise Holdings Limited on August 16, 2024.
• A one-for-eight reverse share split was approved on July 11, 2025, resulting in 12,500,000 Ordinary Shares issued and outstanding.
• Current ownership post-reverse split: Star Blessings Limited (83.1% or 10,387,500 shares), Mr. Cheung Po LUI (5% or 625,000 shares), Forever Peak Holdings Limited (4.9% or 612,500 shares), River Wise Holdings Limited (4.5% or 562,500 shares), and Mr. Po TSUI (2.5% or 312,500 shares).
• The company adopted its second amended and restated memorandum and articles of association on July 11, 2025.

Sentiment

Score: 5

Explanation: The filing is an administrative amendment to an F-1 registration statement, primarily to include an auditor's consent. It does not contain new financial results or strategic updates that would significantly alter sentiment. The information on past share transactions and corporate governance is factual and part of the IPO preparation process.

Positives

• The filing of the auditor's consent is a necessary step in the registration process for a public offering, indicating progress towards listing.
• The company has established corporate governance documents, including a Code of Business Conduct and Ethics, Clawback Policy, and Insider Trading Policy, as evidenced by the listed exhibits.

Negatives

• The SEC's opinion states that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable under United States law, which could expose directors and officers to greater personal liability in the U.S.

Risks

• Indemnification for liabilities arising under the Securities Act may be deemed against public policy by the SEC and unenforceable under U.S. law, potentially increasing personal liability for directors and officers.
• The company is subject to various undertakings related to future post-effective amendments, which require ongoing compliance and disclosure updates.

Future Outlook

The company intends to commence the proposed sale to the public as soon as practicable after the effective date of this Registration Statement. It has also made standard undertakings to file post-effective amendments to include required prospectuses, reflect fundamental changes, and update material information regarding the plan of distribution.

Management Comments

• "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 U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine."

Industry Context

This filing is a standard administrative amendment in the process of a company seeking to go public in the U.S. market. The detailed disclosure of share capitalization changes (share split, reverse share split) and early investor transactions is typical for a company preparing for an initial public offering, providing transparency on its ownership structure evolution prior to public listing.

Comparison to Industry Standards

• The indemnification provisions for directors and officers are common in corporate governance, aligning with practices to attract and retain qualified individuals. However, the SEC's stance on unenforceability for Securities Act liabilities is a standard regulatory position in the U.S., which differs from some other jurisdictions where such indemnification might be more broadly permissible.
• The use of share splits and reverse share splits to adjust share price and outstanding share count is a common corporate action, often undertaken by companies prior to an IPO to achieve a desirable per-share price for public trading, comparable to practices seen across various industries preparing for market entry.

Management Changes

Corporate Governance

Related Party Transactions

• On May 31, 2024, 1 ordinary share was issued to Quality Corporate Services Limited and then transferred to Star Blessings Limited (an initial shareholder).
• On June 28, 2024, 924, 50, and 25 ordinary shares were issued to Star Blessings Limited, Mr. Cheung Po, LUI, and Mr. Po, TSUI, respectively, for considerations of US$924, US$50, and US$25.
• On August 16, 2024, Star Blessings Limited sold 4,900,000 ordinary shares (4.9% equity) to Forever Peak Holdings Limited for US$108,974 and 4,500,000 ordinary shares (4.5% equity) to River Wise Holdings Limited for US$100,000.

Stakeholder Impact

• **Shareholders:** The detailed history of share splits and transfers provides transparency on the evolution of ownership structure. The upcoming public offering will allow new investors to acquire shares.
• **Directors and Officers:** Indemnification provisions offer protection, but the SEC's stance on unenforceability for Securities Act liabilities highlights potential personal risk in the U.S. context.
• **Regulatory Bodies:** The filing demonstrates compliance with SEC requirements for registration statements, including the necessary auditor consent and undertakings for future disclosures.

Next Steps

• The registrant undertakes to file post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
• The registrant will reflect in the prospectus any facts or events representing a fundamental change in the information set forth in the registration statement.
• The registrant will include any material information with respect to the plan of distribution not previously disclosed or any material change to such information.
• The registrant will remove from registration any unsold securities at the termination of the offering by means of a post-effective amendment.
• The registrant will file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.

Key Dates

Keywords

Acco Group Holdings Limited, F-1/A, SEC filing, Registration Statement, Auditor Consent, Onestop Assurance PAC, Share Split, Reverse Share Split, Corporate Governance, Indemnification, Unregistered Securities Sales, IPO, Public Offering