F-1/A: BGIN Blockchain Amends IPO Filing, Details Underwriting Terms

BGIN Blockchain Limited filed an amendment to its F-1 registration statement, detailing the underwriting agreement for its upcoming public offering of Class A ordinary shares and outlining key terms for its Nasdaq listing.

Summary

• BGIN Blockchain Limited filed Amendment No. 6 to its F-1 registration statement on September 26, 2025, primarily to include the Form of Underwriting Agreement.
• The company plans a public offering of 6,000,000 Class A ordinary shares, with an over-allotment option for an additional 900,000 shares (15% of the firm shares).
• Underwriting discounts are 7.0% of gross proceeds for 'Introduced Investors' and 4.0% for 'Company-sourced investors'.
• The company has granted the Underwriters a 12-month irrevocable right of first refusal for future public and private equity and public debt offerings.
• A 7.0% tail fee is payable to the Representative for sales to 'Introduced Investors' during a specified engagement period or within 12 months following its expiration.
• The company will maintain its Nasdaq listing and Exchange Act registration for Class A Ordinary Shares for at least three years.
• Officers, directors, and 1% or greater shareholders are subject to a 180-day lock-up period post-offering.
• The company is a 'covered foreign person' and engages in 'covered national security technologies and products' under Executive Order 14105.
• Recent sales of unregistered Class A and Class B ordinary shares occurred on May 23, 2022, and February 4, 2025, to various investors, including a director.

Sentiment

Score: 6

Explanation: The filing outlines the standard procedures and agreements for an IPO, indicating progress towards a public listing. The detailed underwriting terms and compliance statements are positive for transparency. However, the company's designation as a 'covered foreign person' and its engagement in 'covered national security technologies' under Executive Order 14105 introduce significant regulatory and investment restriction risks. The lack of customary commercial insurance also presents a notable operational risk, tempering the overall positive sentiment of moving towards an IPO.

Positives

• Proceeding with a public offering indicates progress towards accessing public capital markets and enhancing liquidity.
• Nasdaq listing approval (subject to official notice of issuance) provides increased visibility and potential for greater investor interest.
• D&O insurance has been procured, consistent with industry standards, offering protection for management.
• Commitment to maintain Exchange Act registration and Nasdaq listing for three years demonstrates a long-term view towards public company obligations.

Negatives

• The company does not maintain commercial insurance, which is customary for similar businesses, potentially exposing it to uninsured losses.
• Indemnification for Securities Act liabilities is deemed against public policy by the SEC and is therefore unenforceable, potentially increasing personal liability for directors and officers.
• The company's designation as a 'covered foreign person' and its engagement in 'covered national security technologies and products' under Executive Order 14105 could lead to regulatory scrutiny or restrictions on U.S. investment.
• Significant underwriting discounts (7.0% for Introduced Investors) could impact the net proceeds received by the company from the offering.

Risks

• Indemnification for liabilities arising under the Securities Act may be unenforceable, as per SEC opinion, potentially increasing personal liability for directors and officers.
• The company's status as a 'covered foreign person' and engagement in 'covered national security technologies and products' under Executive Order 14105 could lead to future regulatory challenges or restrictions on U.S. investment, potentially limiting the investor base and capital access.
• Potential for material adverse changes in financial condition, results of operations, business, assets, or prospects, which could allow Underwriters to terminate the agreement.
• Risk of stop orders or suspension of effectiveness of the Registration Statement by the SEC or state regulatory authorities, delaying or preventing the offering.
• Risk of delisting from Nasdaq if conditions for listing are not met or maintained, impacting liquidity and investor confidence.
• Exposure to legal proceedings or governmental inquiries not yet disclosed, which could result in a Material Adverse Change.
• The company does not maintain commercial insurance, which could expose it to uninsured losses from operational incidents.
• Potential for non-compliance with PRC Regulations if the company becomes subject to them, requiring prompt and potentially costly actions to ensure compliance.

Future Outlook

The company intends to proceed with its public offering promptly after the effective date of the registration statement. It commits to maintaining its Nasdaq listing and Exchange Act registration for Class A Ordinary Shares for at least three years and will comply with applicable PRC regulations if it becomes subject to them. The company will also make earnings statements generally available to its security holders within 19 months following the agreement date.

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.
• The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
• The Company represents that it has no direct or indirect subsidiaries other than those listed in the Registration Statement.
• The Company is not subject to any laws, regulations, or rules applicable to a company incorporated in the Peoples Republic of China (the PRC), domiciled in the PRC, or otherwise subject to PRC jurisdiction.

Industry Context

BGIN Blockchain Limited operates in the blockchain technology sector, a rapidly evolving and often highly scrutinized industry. Its intention to list on Nasdaq and its disclosures regarding being a 'covered foreign person' and engaging in 'covered national security technologies and products' under Executive Order 14105 suggest its operations may involve sensitive or critical technologies. This could place it under increased regulatory and geopolitical scrutiny, potentially affecting its investor base. The company's explicit statement about not being subject to PRC regulations is a notable point in the current geopolitical climate concerning non-U.S. companies listing in the U.S.

Comparison to Industry Standards

• The company's decision not to maintain commercial insurance, while procuring D&O insurance, deviates from customary practice for companies in similar businesses, potentially exposing it to higher uninsured risks.
• The 180-day lock-up period for insiders is a standard practice for IPOs, designed to prevent immediate selling pressure post-listing.
• The 15% over-allotment option (green shoe) is a standard feature in underwriting agreements for public offerings, providing flexibility for market stabilization.
• The underwriting discount structure (7.0% for introduced investors, 4.0% for company-sourced) is within typical ranges for smaller or emerging growth company IPOs, with the higher rate reflecting the cost of lead underwriter sourcing.
• The right of first refusal and tail fee provisions are common in engagement letters for smaller or emerging growth companies, providing ongoing revenue opportunities for the underwriter.

Corporate Governance

Related Party Transactions

• Issuance of 3,018,750 Class A ordinary shares to Amarillo Starlight Limited for US$210.0 on May 23, 2022.
• Issuance of 1,372,812.5 Class A ordinary shares to Arete River (BVI) Ltd for US$95.5 on May 23, 2022.
• Issuance of 3,536,250 Class A ordinary shares to Brahma Eye Limited for US$246.0 on May 23, 2022.
• Issuance of 1,653,125 Class A ordinary shares to Caerus Meta Limited for US$115.0 on May 23, 2022.
• Issuance of 1,099,687.5 Class A ordinary shares to Centenary Hope Limited for US$76.5 on May 23, 2022.
• Issuance of 1,221,875 Class A ordinary shares to E.C Sagittarius Limited for US$85.0 on May 23, 2022.
• Issuance of 2,093,000 Class A ordinary shares to Extreme Beauty Corporate Consulting Limited for US$145.6 on May 23, 2022.
• Issuance of 3,234,375 Class A ordinary shares to Inchoi Investment Limited for US$225.0 on May 23, 2022.
• Issuance of 1,459,062.5 Class A ordinary shares to Jeff Peng (BVI) Ltd for US$101.5 on May 23, 2022.
• Issuance of 3,550,625 Class A ordinary shares to MetaStarry Investment Limited for US$247.0 on May 23, 2022.
• Issuance of 2,515,625 Class A ordinary shares to Moon Apollo Limited for US$175.0 on May 23, 2022.
• Issuance of 25,278,437.5 Class A ordinary shares to Moon Aquarius Limited for US$1,758.5 on May 23, 2022.
• Issuance of 2,918,125 Class A ordinary shares to Plutus Meta Limited for US$203.0 on May 23, 2022.
• Issuance of 2,691,000 Class A ordinary shares to Prototal Enterprises Limited for US$187.2 on May 23, 2022.
• Issuance of 1,196,000 Class A ordinary shares to Silverfountain Company Limited for US$83.2 on May 23, 2022.
• Issuance of 1,509,375 Class A ordinary shares to Amarillo Starlight Limited for US$105.0 on February 4, 2025.
• Issuance of 686,406.3 Class A ordinary shares to Arete River (BVI) Ltd for US$47.8 on February 4, 2025.
• Issuance of 1,768,125 Class A ordinary shares to Brahma Eye Limited for US$123.0 on February 4, 2025.
• Issuance of 826,562.5 Class A ordinary shares to Caerus Meta Limited for US$57.5 on February 4, 2025.
• Issuance of 549,843.8 Class A ordinary shares to Centenary Hope Limited for US$38.3 on February 4, 2025.
• Issuance of 610,937.5 Class A ordinary shares to E.C Sagittarius Limited for US$42.5 on February 4, 2025.
• Issuance of 1,046,500 Class A ordinary shares to Extreme Beauty Corporate Consulting Limited for US$72.8 on February 4, 2025.
• Issuance of 1,617,188 Class A ordinary shares to Inchoi Investment Limited for US$112.5 on February 4, 2025.
• Issuance of 729,531.3 Class A ordinary shares to Jeff Peng (BVI) Ltd for US$50.8 on February 4, 2025.
• Issuance of 1,775,313 Class A ordinary shares to MetaStarry Investment Limited for US$123.5 on February 4, 2025.
• Issuance of 1,257,813 Class A ordinary shares to Moon Apollo Limited for US$87.5 on February 4, 2025.
• Issuance of 12,639,219 Class A ordinary shares to Moon Aquarius Limited for US$879.3 on February 4, 2025.
• Issuance of 1,459,063 Class A ordinary shares to Plutus Meta Limited for US$101.5 on February 4, 2025.
• Issuance of 1,345,500 Class A ordinary shares to Prototal Enterprises Limited for US$93.6 on February 4, 2025.
• Issuance of 598,000 Class A ordinary shares to Silverfountain Company Limited for US$41.6 on February 4, 2025.
• Issuance of 323,437.5 Class A ordinary shares to Chung Shing (Paul) Tsang (a Director) for US$22.5 on February 12, 2025.
• Issuance of 15,036,250 Class B ordinary shares to Decho Investment Limited for US$1,046.0 on May 23, 2022.
• Issuance of 7,518,125 Class B ordinary shares to Decho Investment Limited for US$523.0 on February 4, 2025.

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution from the public offering. Those subject to lock-up agreements face restrictions on selling shares for 180 days. New public shareholders will gain liquidity through Nasdaq listing.
• Management/Directors: Subject to 180-day lock-up agreements. Benefit from indemnification provisions, though enforceability for Securities Act liabilities is limited. Their status as 'covered foreign persons' and engagement in 'covered national security technologies' under Executive Order 14105 may lead to increased scrutiny.
• Underwriters: Will earn underwriting discounts (7.0% or 4.0%) and potentially a 7.0% tail fee. Gain a 12-month right of first refusal for future capital raises, securing future business opportunities.
• Employees/Consultants: Holders of options may have their securities become more liquid post-IPO, subject to lock-up agreements.
• Regulatory Bodies (SEC, FINRA, Nasdaq): The company is subject to ongoing reporting, compliance, and listing requirements, increasing regulatory oversight.

Next Steps

• The registration statement needs to become effective for the public offering to commence.
• The company will file a prospectus containing Rule 430A information with the SEC.
• The public offering of Class A ordinary shares will commence promptly after the effective date.
• The company will work to maintain its Nasdaq listing and Exchange Act registration for three years.
• The company will make earnings statements generally available to security holders within 19 months.
• The company will continue to retain a nationally recognized independent registered public accounting firm for at least three years.
• The company will comply with PRC regulations if it becomes subject to them.

Key Dates

Recommendation

The filing details the procedural aspects and terms of BGIN Blockchain Limited's initial public offering, rather than providing new operational or financial performance data. While the move to a public listing on Nasdaq is a positive step for capital access and liquidity, the company's designation as a 'covered foreign person' and its engagement in 'covered national security technologies' under Executive Order 14105 introduce significant regulatory uncertainties and potential investment restrictions. The absence of a full prospectus detailing comprehensive financials and business model, combined with these specific risks, warrants a 'hold' recommendation. Investors should await the full prospectus and further operational details, particularly regarding the implications of the Executive Order, before making a definitive investment decision.

Keywords

BGIN Blockchain, IPO, F-1/A, Underwriting Agreement, Class A Ordinary Shares, Nasdaq Listing, Public Offering, Blockchain Technology, SEC Filing, Capital Raise, Lock-Up Agreement, Over-allotment Option, D. Boral Capital, Cayman Islands, Emerging Growth Company, Executive Order 14105, National Security Technologies