F-1: HAMA Intelligence Launches IPO, Reports Strong Growth

HAMA Intelligence Limited, a BVI-based corporate solutions provider, is launching an initial public offering of 1.1 million Class A Ordinary Shares on Nasdaq Capital Market, following significant revenue and net income growth.

Summary

• HAMA Intelligence Limited is a British Virgin Islands holding company offering one-stop corporate services and business financial consulting services through its operating subsidiaries in Hong Kong (88M Global, Nardo Capital) and an inactive Singapore subsidiary (HAMA SGD Pte Ltd.).
• The company is conducting an Initial Public Offering (IPO) of 1,100,000 Class A Ordinary Shares, with an expected price range of $5.00 to $7.00 per share, aiming to list on the Nasdaq Capital Market under the symbol HAMA.
• For the six months ended August 31, 2025, total revenue increased by 514.8% to $1,201,340 from $195,397 in the same period of 2024, turning a net loss of $115,599 into a net income of $625,677.
• For the fiscal year ended February 28, 2025, total revenue grew by 26.3% to $1,821,994 from $1,442,408 in 2024, and net income surged by 309.3% to $1,089,672 from $266,214.
• The company operates with a dual-class ordinary share structure, where Class A shares carry one vote and Class B shares carry twenty votes. Post-IPO, the Controlling Shareholder, Mr. Wing Sum Ho, will retain approximately 90.9% of the total voting power.
• Net proceeds from the IPO are estimated to be approximately $5.4 million (or $6.3 million if the over-allotment option is fully exercised), which will be allocated to business development and marketing (30%), expanding local operations and setting up overseas branches (30%), and general administration and working capital (40%).
• The company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties and a lack of independent directors and an audit committee, which it plans to remediate prior to listing.

Sentiment

Score: 7

Explanation: The company demonstrates strong financial growth and clear strategic plans for expansion, indicating positive operational momentum. However, significant risks related to client concentration, geopolitical uncertainties, and corporate governance structure temper the overall sentiment.

Positives

• Total revenue for the six months ended August 31, 2025, increased significantly by 514.8% to $1,201,340 compared to $195,397 in the prior year period.
• The company transitioned from a net loss of $115,599 for the six months ended August 31, 2024, to a net income of $625,677 for the same period in 2025.
• Annual net income for the fiscal year ended February 28, 2025, increased by 309.3% to $1,089,672 from $266,214 in the previous fiscal year.
• Operating costs and expenses for the fiscal year ended February 28, 2025, decreased by 49.6% to $580,232, primarily due to a 100% reduction in marketing and promotional expenses and a 34.3% decrease in business service fees.
• The company has a positive working capital of $1,043,670 as of August 31, 2025, and expects IPO proceeds to be sufficient for working capital needs for the next 12 months.
• Management has extensive industry knowledge and a proven track record for execution, with a diverse customer base spanning various industries.
• Strategic plans include expanding clientele into the Southeast Asia market, growing the in-house team of accounting and finance experts, and pursuing horizontal integration through acquisitions.

Negatives

• The company has a high concentration of credit risk, with the top four customers contributing approximately 68.7% of total service income for the six months ended August 31, 2025, and 62.1% for the year ended February 28, 2025.
• Absence of long-term service contracts with the majority of clients creates difficulties in projecting future service demand and may affect business and financial performance.
• The company operates in an intensely competitive and rapidly changing business environment, with a substantial risk of services becoming obsolete or uncompetitive.
• Management lacks experience in managing a U.S. public company and complying with related laws, which could divert attention from day-to-day business operations.
• The dual-class voting structure, where Class B shares have 20 votes per share compared to Class A's one vote, limits the ability of Class A shareholders to influence corporate matters and could discourage change-of-control transactions.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced public company reporting requirements and exemptions from certain Nasdaq corporate governance rules, potentially affording less protection to shareholders.
• The company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties and a lack of independent directors and an audit committee, which could affect its ability to accurately report financial results or prevent fraud.

Risks

• Financial performance is dependent on the ability to continually secure demand for services, with no long-term contracts with clients.
• Operating in an intensely competitive and rapidly changing business environment poses a substantial risk that services could become obsolete or uncompetitive.
• Exposure to credit risks of customers, including potential payment defaults, particularly given the concentration of service income from a limited number of customers.
• Any negative publicity, allegations, complaints, or claims made against the company may adversely affect its reputation, business, financial position, results of operations, and share price.
• Risk of improper disclosure or loss of sensitive or confidential employee or customer data, including personal data, which could harm reputation and lead to legal liability.
• Dependence on attracting, integrating, managing, and retaining qualified internal personnel and the management team, with potential adverse effects if key personnel are lost or cannot be replaced.
• Geopolitical risks from the wars in Ukraine and the Middle East could materially and adversely affect global economic markets, customer businesses, and the company's operations.
• Results of operations may be materially and adversely affected by a downturn in the Hong Kong, mainland China, or global economy.
• Uncertainties with respect to the PRC legal system, including risks and uncertainties regarding the enforcement of laws and sudden changes in laws and regulations, could result in a material change in operations and/or the value of securities.
• The PRC government may intervene or influence operations at any time, potentially limiting or hindering the ability to continue operations or offer securities, and causing the value of securities to decline or become worthless.
• Class A Ordinary Shares may be prohibited from trading on a national securities exchange if the PCAOB is unable to inspect the company's auditors for two consecutive years, as per the HFCA Act.
• There has been no public market for Class A Ordinary Shares prior to this offering; if an active trading market does not develop, investors may not be able to resell shares at a reasonable price.
• The initial public offering price for Class A Ordinary Shares may not reflect their actual value, and the share price may be volatile, leading to potential loss of investment.
• New investors will incur immediate and substantial dilution in the book value of their Class A Ordinary Shares.
• The Controlling Shareholder has significant voting power (90.9% post-IPO) and may take actions not in the best interests of other shareholders.
• Nasdaq may apply additional and more stringent criteria for initial and continued listing due to the small public offering size and large insider holdings.
• The company has no immediate plans to pay dividends, requiring investors to rely on share price appreciation for returns.
• Securities analysts may not publish favorable research or reports, or any information at all, which could cause the share price or trading volume to decline.
• Difficulties may arise in effecting service of legal process, enforcing foreign judgments, or bringing actions in Hong Kong or the British Virgin Islands against the company or its management based on foreign laws.
• The company may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences for U.S. Holders.
• The dual-class voting structure may render Class A Ordinary Shares ineligible for inclusion in certain stock market indices, adversely affecting trading price and liquidity.

Future Outlook

The company intends to use the net proceeds from the IPO to fund business development and marketing (30%), expand local operations and establish overseas branches (30%), and cover general administration and working capital needs (40%). It plans to retain all available funds and future earnings for operation and business development, though it may pay dividends on its Class A Ordinary Shares in the foreseeable future. The company aims to expand its clientele by progressively entering the Southeast Asia market, expand its in-house team of accounting and finance experts, and pursue horizontal integration through acquisitions.

Management Comments

• "We are well-positioned to maintain competitiveness and capture market opportunities under the leadership of our executive director and with the expertise from our staff."
• "We anticipate that there are growth potentials in both our corporate services arm as well as business financial consulting arm, given the evolving market is prone to businesses streamlining their internal structures and we aim to capitalize on these growing opportunities."
• "We believe that our current cash and cash flows provided by operating activities, and the estimated net proceeds from this Offering will be sufficient to meet our working capital needs in the next 12 months from the date the audited consolidated financial statements are issued."

Industry Context

The company operates in the professional corporate solution service industry in Hong Kong and Singapore, which is characterized by a vibrant and dynamic business environment. Hong Kong's role as a global business and financial center, coupled with its strategic location and integration into the Greater Bay Area (GBA) initiative, drives demand for corporate services. Singapore is also recognized as a business-friendly economy and a gateway to Asia, with strict compliance requirements fueling demand for corporate and financial consulting. The industry is fragmented with low barriers to entry, leading to intense competition from various firms. The company differentiates itself through cultivating trust, long-term client relationships, and cross-industry insights.

Management Changes

Corporate Governance

Legal Proceedings

• Not currently a party to any litigation the outcome of which, if determined adversely, would individually or in the aggregate be reasonably expected to have a material adverse effect on business, operating results, cash flows, or financial condition.

Related Party Transactions

• Amount due to Mr. Wing Sum Ho (Controlling Shareholder, Director, and CFO) for operational advances, which was fully repaid as of the date of the prospectus.
• Remuneration paid to directors: $53,846 for the six months ended August 31, 2025, and $19,231 for the year ended February 28, 2025.

Stakeholder Impact

• **Shareholders:** New investors face immediate and substantial dilution. Class A shareholders will have limited influence on corporate matters due to the dual-class voting structure. Potential for significant returns if growth strategies are successful, but also exposure to geopolitical and market volatility risks.
• **Employees:** Expansion plans include increasing the in-house team of accounting and finance experts, suggesting job growth opportunities. Employee compensation and benefits expenses are expected to increase. The company maintains good relationships with employees and offers standard benefits.
• **Customers:** The company aims to expand its clientele, particularly in Southeast Asia, and offers comprehensive, customized corporate and business financial consulting solutions. However, client concentration risk means the loss of a few major clients could significantly impact revenue.
• **Suppliers:** The company's policy is to treat suppliers lawfully and ethically, selecting them based on need, quality, service, price, and terms, often through a competitive bid process.
• **Regulatory Bodies:** The company is subject to significant regulatory oversight as a U.S. public company and a foreign private issuer, requiring compliance with SEC, Nasdaq, and Hong Kong/PRC laws. Remediation of internal control weaknesses is critical for compliance.

Next Steps

• Complete the Initial Public Offering (IPO) and list Class A Ordinary Shares on the Nasdaq Capital Market, contingent on Nasdaq's final approval.
• Implement measures to improve internal control over financial reporting to address identified material weaknesses, including hiring qualified staff, appointing independent directors, and establishing an audit committee.
• Expand clientele by progressively entering the Southeast Asia market.
• Expand the in-house team of accounting and finance experts.
• Pursue horizontal integration through acquisitions.
• File all required reports and documents with the SEC under the Exchange Act on a timely basis as a public company.

Key Dates

Keywords

Corporate Services, Business Consulting, Financial Advisory, IPO, Nasdaq Capital Market, Hong Kong, Singapore, SEC Filing, Emerging Growth Company, Foreign Private Issuer, Dual-Class Shares, Risk Management, Corporate Governance, PCAOB, PRC Regulations