F-1/A: DeepGreenX Group Inc. Files Amended F-1 for Nasdaq Direct Listing, Pivoting to Digital Asset Monetization Amidst Operational Losses and Going Concern Doubt

DeepGreenX Group Inc. is pursuing a direct listing on Nasdaq to fund its strategic pivot from green logistics to an intelligent platform for monetizing sustainability and real-world asset data, despite a history of losses and a going concern doubt.

Summary

• DeepGreenX Group Inc. (DXG) is transitioning from a green logistics supply chain firm to an intelligent platform company focused on converting sustainability and real-world asset (RWA) data into digital financial instruments for monetization on digital asset exchanges.
• The company's legacy green logistics business, primarily in China, generated revenue of $24,081,848 in 2024 and $5,954,563 in 2023, mainly from commodity trading services.
• DXG incurred net losses of $2,453,422 in 2024 and $96,698 in 2023, with a net profit of $99,461 in 2022.
• Cash used in operating activities was $2,195,962 in 2024, $55,119 in 2023, and $12,693 in 2022.
• The company had a working capital deficit of $2,641,598 and accumulated losses of $2,772,203 as of December 31, 2024.
• DXG is pursuing a direct listing on the Nasdaq Global Market under the symbol DXG, with trading expected to commence on or about July [ ], 2025.
• The company's valuation report by Frost & Sullivan dated July 5, 2025, indicates a fair market value between approximately $268.09 million and $436.44 million for its green logistics pipeline.
• DXG is developing its 'DXG RWA Factory' intelligent software platform for data acquisition, digitalization (MVR and certification), conversion into digital financial products (Carbon Credits, RECs, RWA tokens), and digital financial product trading.
• The company has not yet completed any tokenizations or conducted any transactions involving tokenized data on digital platforms.
• DXG is a controlled company, with Ms. Lan Yang beneficially owning approximately 92% of voting power, and intends to rely on certain Nasdaq corporate governance exemptions.
• The independent registered public accounting firm expressed substantial doubt about the company's ability to continue as a going concern.

Sentiment

Score: 3

Explanation: While the company has a clear vision and is entering a high-growth market, its current financial performance (significant losses, negative cash flow, going concern doubt) and the early stage of its core new business (RWA tokenization) present substantial risks. The reliance on related party financing and the uncertainty of future capital raises further dampen the sentiment. The strategic pivot is ambitious but unproven.

Positives

• Significant revenue growth in legacy commodity trading services, from $5,954,563 in 2023 to $24,081,848 in 2024.
• Strategic pivot towards high-growth digital asset monetization (RWA and sustainability data tokenization) in the energy, digitalization, and finance markets.
• Engagement of a full-time software development team, leading cybersecurity firm (fyeo.io), and global law firms (Jones Day) for platform development and compliance.
• Discussions underway with several entities in diverse sustainability sectors (nature-based carbon capture, alternative energy, green data centers) for potential customer acquisition.
• Entry into a Joint Venture and Shareholders Agreement with Forest First International Inc. to monetize nature-based assets in Maluku, Indonesia, supporting expansion into carbon and biodiversity markets.
• The global market for digitally converted assets is projected to grow from $1.0 trillion in 2024 to $16 trillion by 2030, indicating a vast market opportunity.
• The company's business model is primarily fee-based, aiming to minimize direct exposure to crypto asset market volatility.
• Experienced management team with successful track records in technology-based enterprises.

Negatives

• History of net losses ($2,453,422 in 2024, $96,698 in 2023) and negative cash flows from operating activities ($2,195,962 in 2024).
• Accumulated deficit of $2,772,203 and negative working capital of $2,641,598 as of December 31, 2024.
• Independent registered public accounting firm expressed substantial doubt about the company's ability to continue as a going concern.
• Significant reliance on related party financing for operations.
• The intelligent software platform (DXG RWA Factory) is in early stages of development, with no tokenization projects completed or transactions conducted to date.
• Uncertainty regarding the successful completion of the platform, securing sufficient financing, or finding institutional partners for tokenized instruments.
• Potential for significant additional taxes in connection with the reorganization of the Korean subsidiary if tax authorities determine undervaluation.
• Exposure to various risks associated with foreign operations, particularly in China, including regulatory uncertainties, data security, and potential government intervention.
• The direct listing process differs significantly from an underwritten IPO, potentially leading to higher price volatility and uncertain trading volume.
• No contractual lock-up agreements for existing shareholders, which could lead to significant sales and downward pressure on share price post-listing.
• The company has never paid cash dividends and does not intend to in the foreseeable future.

Risks

• History of losses, negative cash flows from operating activities, and negative working capital, with expectations of continued losses in the near term.
• Substantial doubt about the company's ability to continue as a going concern, as expressed by the independent registered public accounting firm.
• Requirement for significant additional capital to support business growth, which may not be available on commercially reasonable terms or at all, leading to dilution or burdensome debt.
• Inability to sustain revenue growth rate in the future, especially with the business model expansion.
• Complexity and lengthy implementation process of platforms; failure to satisfy customers or perform as desired could harm the business.
• Failure to successfully develop and deploy new technologies to address customer needs.
• Inability to maintain and enhance brand and reputation, particularly in markets outside China.
• Breaches in data security, failure of information security systems, and privacy concerns could lead to penalties, reputational damage, and business losses.
• Failure to manage future growth effectively.
• Volatility in the carbon credit market and potential decline in value of carbon credits or carbon offsets.
• Dependence on consumer willingness to adopt green products, which may be affected by economic conditions and industry developments.
• Digital assets represent a new and rapidly evolving industry, and the value of common shares may depend on the acceptance of proposed digital asset products.
• Uncertainty in the legal and regulatory framework for NFTs and other tokenized real-world assets.
• Extreme volatility and disruption in digital asset markets, loss of confidence in the ecosystem, and negative publicity surrounding digital assets.
• Failure to maintain an effective system of internal control over financial reporting.
• Reliance on third-party service providers; any disruption or delays could adversely affect business.
• Research and development efforts may not yield expected results or commercialization.
• Risks associated with foreign exchange rate fluctuations and interest rate changes.
• Business and legal risks associated with global operations, particularly in China, including complexity of laws, enforcement uncertainty, and foreign labor laws.
• Potential for significant additional taxes in connection with the reorganization of the Korean subsidiary if undervalued.
• Uncertainties with respect to the PRC legal system, including rapid changes in rules and regulations and difficulties in enforcing U.S. judgments.
• Potential for PRC government intervention or influence over operations, or increased control over overseas offerings and foreign investment in China-based issuers.
• Requirement for CSRC or other PRC regulatory agency approval or filing for listing status or future offshore securities offerings.
• Legal and operational risks from PRC data security, cybersecurity, and anti-monopoly regulations.
• Restrictions on paying dividends and making other payments from Korean and PRC subsidiaries.
• Fluctuation of the Renminbi may materially and adversely affect investment.
• PRC SAFE regulations regarding offshore financing activities by PRC residents may increase administrative burden and create uncertainties.
• PCAOB may determine inability to inspect the auditor, leading to trading prohibitions or delisting under the HFCA Act.
• PRC regulations establish complex procedures for some acquisitions by foreign investors.
• Potential classification as a resident enterprise for PRC enterprise income tax purposes, resulting in unfavorable tax consequences.
• Exposure to adverse Canadian federal income tax consequences.
• Risks if chops of PRC subsidiaries are not kept safely or are misused.
• Overseas regulators may struggle to investigate or gather evidence in China due to PRC Securities Law.
• The direct listing differs significantly from an underwritten initial public offering, potentially leading to greater volatility and uncertain trading volume.
• No contractual lock-up agreements for existing shareholders, potentially causing significant sales and price decline.
• Canadian law differs from U.S. law, potentially affording less protection to shareholders.
• Provisions of charter documents and Canadian legislation could delay or deter a change of control.
• Unlimited number of common shares authorized, leading to potential dilution from future issuances.
• No intention to pay dividends for the foreseeable future.
• Company is a holding company, dependent on distributions from subsidiaries.
• Potential classification as a passive foreign investment company (PFIC) for U.S. federal income tax purposes.
• Subject to additional tax liabilities due to future legislation, including global minimum tax.
• Increased costs as a public company, especially after ceasing to qualify as an emerging growth company.
• Controlled company status allows reliance on Nasdaq corporate governance exemptions, reducing shareholder protections.
• Foreign private issuer status exempts from certain U.S. domestic issuer provisions.

Future Outlook

The company intends to expand from a green logistics supply chain firm into an intelligent platform operating company, creating profitable recurring revenue streams by converting sustainability and other real-world asset data into digital currencies to be traded and monetized on digital asset exchanges. This expansion will leverage developing asset-to-digital currency conversion capabilities, exchange network connectivity, and new project acquisition, supported by intelligent software. The fully scaled DXG RWA Factory is not expected to be operational within the next 12 to 18 months, with tokenized products initially offered via manual and partially automated processes. Future revenue is expected primarily from subscription and usage fees and digital asset trading.

Management Comments

• Our long-term mission is to help accelerate world sustainability and digital capital innovation by making it easier for green-focused enterprises, sustainability projects, real-world asset projects, capital, and data to come together in a simple, repeatable, and profitable ecosystem.
• We plan to develop our platform to achieve that mission by designing simple customer onboarding, an end-to-end automation of the system for data extraction and conversion to certified digital financial products, and seamless connectivity to digital markets and exchanges.
• We believe the incremental profitability produced by adding our services to sustainability projects may induce more capital sources to fund sustainability programs generally.
• We believe the sum of all these activities may increase the overall economic attractiveness of sustainability initiatives, with the real economic returns on commercial capital deployed being redeployed into additional sustainability projects in the future.
• We are confident that our platform has the potential to simplify and automate the conversion of sustainability and RWA data into monetizable instruments.
• Our company motto, Turning Green into Gold, encapsulates our ambition to redefine sustainability by making it profitable and, therefore, inherently sustainable.
• We believe that sustainability driven by real economic value and profitability is the key to long-term environmental progress.

Industry Context

The company operates at the intersection of global energy, digitalization, and finance markets. It aligns with the increasing global recognition of sustainable development and carbon reduction, driven by national policies (e.g., EU Green Deal, China's Dual Carbon policy, Japan's Green Growth Strategy) and the growing scale of global sustainable investment assets (over $30 trillion in major developed countries). The green industrial supply chain is undergoing electrification, intelligent upgrading (data interconnection), and standardization/trading of carbon sinks. The digital asset market, particularly for digitally converted assets, is projected for massive growth, from $1.0 trillion in 2024 to $16 trillion by 2030, with a long-term potential of $900 trillion in tokenizable global assets.

Comparison to Industry Standards

• The Frost & Sullivan valuation report uses a Discounted Cash Flow (DCF) analysis and Comparable Company Analysis to assess the company's green logistics pipeline.
• For Comparable Company Analysis, it uses Price-to-Sales (P/S) ratios of five comparable companies: Rio Tinto Group (1.87), BHP Group Limited (2.27), Vale S.A. (0.94), Minmetals Resources (3.06), and Aluminum Corporation of China Limited (0.64).
• The average P/S ratio (excluding lowest and highest values) of these comparable companies was 1.69, with a lower range of 1.43 and a higher range of 2.03.
• The valuation of DeepGreenX's green logistics pipeline based on these multiples ranges from $302.16 million (low) to $429.80 million (high).

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not a party to any material legal or administrative proceedings.
• The company may from time to time be subject to claims, disputes, lawsuits, and other legal and administrative proceedings in the ordinary course of business.

Related Party Transactions

• Consulting service fee receivable of $195,039 (as of Dec 31, 2024) from Giga Carbon Neutrality Inc., an entity with the same ultimate beneficial owner as the company (Ms. Lan Yang). This is non-interest bearing and repayable on demand.
• Non-trade reimbursement receivable of $39 (as of Dec 31, 2024) from Tianjin Powermers Technology Co., Ltd., a subsidiary of Powermers Smart Industries Inc. (PSI), which has the same ultimate beneficial owner as the company.
• Loans received from Enlighta Medical Technology Group Limited (a subsidiary of Sun Seven Stars Investment Group, SSSIG, controlled by Ms. Lan Yang) totaling $483,842 as of Dec 31, 2024, and $435,000 as of Dec 31, 2023. These loans are non-interest bearing, non-secured, payable on demand, with discretion to delay repayment.
• Loans received from SSSIG totaling $3,138,285 as of Dec 31, 2024. These loans are non-interest bearing, non-secured, payable on demand, with discretion to delay repayment.
• Non-trade reimbursement payable of $3,206 (as of Dec 31, 2024) to Tianjin Powermers Energy Technology Ltd.
• In August 2024, Beijing Deep Green Intelligent Technology Co., Ltd. disposed of its 100% equity interest in Fujian GCN IoT Ltd. to Beijing Powermers Smart Industries Technology Co. (a PSI subsidiary) as part of an internal reorganization.
• In May 2025, a group reorganization under common control occurred where DeepGreenX Korea shareholders exchanged equity for common stock of the Company, making DeepGreenX Korea a wholly-owned subsidiary.
• Sun Seven Star Gift Holdings LTD., the company's majority shareholder, has agreed to indemnify directors and executive officers until formal D&O insurance is in place.

Stakeholder Impact

• Shareholders: Potential dilution from future equity financing, volatility in share price due to direct listing process and lack of lock-ups, potential for significant decline in value or worthlessness due to PRC regulatory risks, potential adverse U.S. federal income tax consequences (PFIC), and limited ability to enforce U.S. judgments in foreign jurisdictions.
• Employees: Potential for increased headcount and conversion of contractors to full-time employees, but also risks related to retaining talent in a competitive industry.
• Customers: Potential for enhanced services through the new intelligent platform, but risks if the platform fails to perform or if the company cannot secure necessary capital for customer projects.
• Suppliers: Risks if third-party vendors fail to perform adequately, impacting operations and reputation.
• Creditors: Risks related to the company's going concern doubt and reliance on related party financing.

Next Steps

• Complete the direct listing on Nasdaq.
• Continue developing the DXG RWA Factory intelligent software platform.
• Iteratively develop and integrate platform components (data pipelines, token issuance, exchange integration).
• Finalize specific entity assignments and operational processes for the DXG RWA Factory.
• Actively evaluate and engage with third-party partners for blockchain infrastructure, tokenization engines, asset verification, and custody.
• Finalize the jurisdictions for initial operations, depending on asset class, regulatory frameworks, and partner locations.
• Launch the first tokenization project, expected later in 2025.
• Establish relationships and interfaces with global digital trading platforms (Binance, Coinbase, Bybit, OKX) and certification agencies (WSSO, CBDCCO, Climate Action Reserve).
• Source customers for the new platform from legacy green logistics business contacts and new relationships in sustainability sectors.
• Work with financial institutions to create new capital sources for RWA projects.
• Convert independent-contracted executive, operational, and administrative personnel to full-time employee status.
• Establish a compensation committee and a nomination and corporate governance committee within the first 12 months following the direct listing.
• Secure directors and officers liability insurance coverage.

Key Dates

Recommendation

Keywords

DeepGreenX Group Inc., DXG, SEC filing, F-1/A, Direct Listing, Nasdaq, Green Logistics, Sustainability, Real-World Assets, RWA Tokenization, Digital Assets, Carbon Credits, Renewable Energy Certificates, Blockchain, Financial Technology, China Operations, Corporate Governance, Risk Factors, Financial Performance, Going Concern, Related Party Transactions, PRC Regulations, Cybersecurity, Supply Chain Management, Environmental Social Governance, ESG, AI Logistics