F-1/A: GATES GROUP Inc. Files Amendment No. 4 to Form F-1 Registration Statement
Registration Statement Amendment
GATES GROUP Inc. files an amendment to its Form F-1 registration statement primarily to include the consent of its independent auditor, MaloneBailey, LLP.
Summary
- GATES GROUP Inc. has filed Pre-Effective Amendment No. 4 to its Form F-1 registration statement with the U.S. Securities and Exchange Commission.
- The primary purpose of this amendment is to include the consent of MaloneBailey, LLP, the company's independent registered public accounting firm, to the registration statement.
- The amendment also updates the exhibit index in Part II of the registration statement.
- No changes have been made to the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement filed on January 16, 2025.
- The document details indemnification of directors and officers, recent sales of unregistered securities, and exhibits.
- It also includes undertakings related to filing post-effective amendments and addressing liabilities under the Securities Act.
Sentiment
Score: 7
Explanation: The document is a routine regulatory filing, indicating progress towards the company's IPO. The sentiment is neutral to slightly positive as it reflects forward movement.
Positives
- The inclusion of the auditor's consent is a necessary step for the registration statement to become effective.
- The company has taken steps to adjust its capital structure through forward stock splits.
Risks
- Indemnification for liabilities arising under the Securities Act may be unenforceable.
- The company is subject to the standard risks associated with an initial public offering.
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.
Industry Context
This filing is a standard step for companies seeking to list their shares on a U.S. stock exchange. The company is working towards its initial public offering (IPO).
Related Party Transactions
- The company allotted stock acquisition rights to HeartCore in exchange for consulting services.
Stakeholder Impact
- Successful completion of the IPO would provide the company with additional capital for growth.
- The IPO would also provide liquidity for existing shareholders.
Next Steps
- The company will need to receive SEC approval for its registration statement.
- The company will then proceed with its initial public offering.
Key Dates
| Date | Description |
|---|---|
| May 1, 2018 | Start date for historical common equity transactions. |
| October 25, 2022 | Date of Loan Agreement Certificate between Japan Finance Corporation and GATES GROUP Inc. |
| October 31, 2022 | Date of Banking Transaction Agreement between Tokyo Star Bank and GATES GROUP Inc. |
| April 10, 2023 | Date of Loan Agreement (and Joint Guarantee Agreement) between SAISON FUNDEX CORPORATION and GATES Inc. |
| October 2, 2023 | Date of Service Agreement between the Company and HeartCore. |
| December 31, 2023 | Reference date for common shares outstanding before the Second Stock Split. |
| April 30, 2024 | Date the Company approved a forward stock split of the Company's issued and outstanding shares of common share, at a ratio of 1-for-20,000 (the First Stock Split). |
| June 7, 2024 | Date of 1st Amendment to Service Agreement among GATES GROUP Inc., HeartCore Enterprises, Inc., and HeartCore Financial, Inc. |
| June 17, 2024 | Date of The 18th Unsecured Bonds Offering Guidelines of GATES Inc. |
| June 25, 2024 | Date the Company allotted 337,800 stock acquisition rights to HeartCore in exchange for services rendered as a consultant. |
| July 1, 2024 | Start date for exercising the stock acquisition right. |
| August 19, 2024 | Date of MaloneBailey, LLP's original audit report. |
| September 1, 2024 | Date of The 21st Unsecured Bonds Offering Guidelines of GATES Inc. |
| September 28, 2024 | Date of The 22nd and 24th Unsecured Bonds Offering Guidelines of GATES Inc. |
| October 31, 2024 | Date the Company approved a forward stock split of the Company's issued and outstanding common shares, at a ratio of 1-for-2.25 (the Second Stock Split). |
| November 4, 2024 | Date MaloneBailey, LLP updated their audit report for effects of the stock split. |
| December 27, 2024 | Date of The 34th Unsecured Bonds Offering Guidelines of GATES Inc. |
| January 16, 2025 | Date of Amendment No. 2 to the Registration Statement. |
| March 3, 2025 | Date of Pre-Effective Amendment No. 4 to Form F-1 Registration Statement. |
| June 30, 2034 | End date for exercising the stock acquisition right. |
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