F-1/A: Etoiles Capital Group Files Third Amendment to F-1 Registration Statement, Advancing Towards Public Offering

Etoiles Capital Group Co., Ltd. filed Amendment No. 3 to its Form F-1 registration statement, primarily to include an auditor's consent and update the exhibit index, signaling progress towards its proposed public sale of securities.

Summary

• Amendment No. 3 to Form F-1 was filed on July 14, 2025, by Etoiles Capital Group Co., Ltd., a Cayman Islands company with principal executive offices in Hong Kong.
• The primary purpose of this amendment is to file exhibit 23.1, which is the consent of SRCO, C.P.A., Professional Corporation, and to amend and restate the exhibit index.
• No other changes were made to the prospectus included in the Registration Statement, which remains unchanged from the version filed on June 2, 2025, except for the cover page and Part II.
• The company is an emerging growth company and intends for the proposed sale to the public to commence as soon as practicable after the registration statement becomes effective.
• On November 4, 2024, the company re-designated its authorized share capital from 500,000,000 ordinary shares (US$0.0001 par value) to 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares (both US$0.0001 par value).
• On November 4, 2024, Etoiles Zeneo Investment Limited was issued 13,490,000 Class A ordinary shares and 10,000,000 Class B ordinary shares, bringing its total ownership to 13,500,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares.
• On November 4, 2024, Etoiles Zeneo Investment Limited sold Class A equity interests to five entities: Doublefortuna Company Limited (4.90% for US$125,642), Easy Cargo Management Inc (4.60% for US$117,949), Enbo Holdings Group Limited (4.70% for US$120,513), La Dicha Group Limited (4.70% for US$120,513), and Quantum Pinnacle Company Limited (4.90% for US$125,642).
• These sales involved the transfer of 661,500, 621,000, 634,500, 634,500, and 661,500 Class A Ordinary Shares, respectively, to the five entities.
• Subsequent to these transfers, Etoiles Zeneo Investment Limited owned 10,287,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares.
• On May 8, 2025, Etoiles Zeneo Investment Limited voluntarily surrendered 5,000,000 Class B Ordinary Shares for no consideration, which were subsequently cancelled by the company.
• After the surrender and cancellation, Etoiles Zeneo Investment Limited owned 10,287,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares.
• All foregoing issuances were made outside the U.S. pursuant to Regulation S or to U.S. entities pursuant to Section 4(a)(2) of the Securities Act.

Sentiment

Score: 6

Explanation: The document is procedural, indicating progress towards a public offering, which is generally a positive development for a company. However, it also highlights a regulatory hurdle regarding indemnification and confirms the offering is not yet effective, introducing some uncertainty. The voluntary surrender of shares by a major shareholder for no consideration could be interpreted as a positive move to align interests or simplify the capital structure.

Positives

• The filing of Amendment No. 3, including the auditor's consent, indicates procedural progress towards the company's proposed public offering.
• The company has established a comprehensive corporate governance framework, evidenced by the adoption of a Code of Business Conduct and Ethics, Audit Committee Charter, Nominating Committee Charter, Compensation Committee Charter, Executive Compensation Recovery Policy, and Insider Trading Policy.

Negatives

• The U.S. Securities and Exchange Commission (SEC) holds the opinion that indemnification for liabilities arising under the Securities Act is against public policy and is therefore unenforceable, which could expose directors and officers to greater personal liability.

Risks

• Indemnification for liabilities arising under the Securities Act may be deemed against public policy by the SEC and therefore unenforceable, potentially increasing personal liability for directors, officers, and controlling persons.
• The effective date of the registration statement is subject to further amendment by the registrant or determination by the SEC, indicating potential for delays in the commencement of the public offering.

Future Outlook

The company's proposed sale to the public is expected to commence as soon as practicable after the effectiveness of this registration statement. The company undertakes to file post-effective amendments to include any required prospectuses, reflect fundamental changes in information, and include any material information regarding the plan of distribution not previously disclosed.

Management Comments

• Etoiles Zeneo Investment Limited considered that it is in the best interest of the Group to forgo any consideration for the voluntary surrender and cancellation of the 5,000,000 Class B Ordinary Shares.

Industry Context

This filing represents a standard procedural step for a foreign private issuer, based in the Cayman Islands with operations in Hong Kong, seeking to access the U.S. capital markets. The re-designation of share classes and prior private placements are common pre-IPO activities for companies preparing for a public listing, often aimed at structuring ownership and attracting strategic investors.

Corporate Governance

Legal Proceedings

• The SEC's opinion that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable. The registrant undertakes to submit this question to a court of appropriate jurisdiction if a claim for indemnification is asserted, unless settled by controlling precedent.

Related Party Transactions

• On November 4, 2024, Etoiles Zeneo Investment Limited was issued 13,490,000 Class A ordinary shares and 10,000,000 Class B ordinary shares.
• On November 4, 2024, Etoiles Zeneo Investment Limited sold Class A equity interests to Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited for specified considerations.
• On May 8, 2025, Etoiles Zeneo Investment Limited voluntarily surrendered 5,000,000 Class B Ordinary Shares to the Company for no consideration for cancellation.

Stakeholder Impact

• Shareholders: The re-designation of shares, private sales, and cancellation of Class B shares impact the ownership structure and potential voting rights. The upcoming public offering will allow new investors to become shareholders.
• Management/Officers/Directors: The company's articles provide for indemnification, but the SEC's stance on Securities Act liabilities creates a potential legal risk for them. Employment agreements are in place for key officers.
• Regulators (SEC): The filing is a direct interaction with the SEC, fulfilling regulatory requirements for a public offering, and addresses the SEC's opinion on indemnification.

Next Steps

• The registration statement needs to become effective, either through a further amendment filed by the registrant or a determination by the SEC.
• The proposed public sale of securities is expected to commence as soon as practicable after the registration statement's effectiveness.
• The company will file post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
• Post-effective amendments will be filed to reflect any facts or events representing a fundamental change in the information set forth in the registration statement.
• Any material information with respect to the plan of distribution not previously disclosed, or material changes to such information, will be included in post-effective amendments.
• Any unsold securities remaining at the termination of the offering will be removed from registration by means of a post-effective amendment.
• Financial statements required by Item 8.A. of Form 20-F will be included in a post-effective amendment at the start of any delayed or continuous offering.

Key Dates

Keywords

Etoiles Capital Group, F-1/A, SEC filing, registration statement, public offering, Class A Ordinary Shares, Class B Ordinary Shares, corporate governance, indemnification, emerging growth company, capital raise, Hong Kong, Cayman Islands, share re-designation, auditor consent