F-1/A: Park Ha Biological Amends F-1 Filing, Updates Exhibits

Park Ha Biological Technology Co., Ltd. filed an Amendment No. 3 to its Form F-1 Registration Statement, primarily to update exhibits and amend the exhibit index, with no changes to the prospectus content.

Summary

• Amendment No. 3 to Form F-1 Registration Statement (File No. 333-290410) was filed by Park Ha Biological Technology Co., Ltd. on January 22, 2026.
• The primary purpose of this amendment is solely to file updated exhibits and amend the exhibit index; the prospectus remains unchanged from the version filed on December 5, 2025.
• The company completed its Initial Public Offering (IPO) in December 2024, selling 1,200,000 Ordinary Shares at a price of $4.00 per share, generating total gross proceeds of US$4.8 million.
• Ordinary Shares began trading on Nasdaq under the symbol PHH on December 27, 2024.
• On January 22, 2025, the over-allotment option was partially exercised, leading to the purchase of an additional 174,403 Ordinary Shares and gross proceeds of $697,612, with the closing occurring on January 24, 2025.
• A 1-for-5 forward split of Ordinary Shares was effected on June 29, 2024, resulting in 33,874,403 Ordinary Shares issued and outstanding as of the prospectus date.
• The company issued 3,000,000 Ordinary Shares under its 2025 Share Incentive Plan on March 5, 2025, and an additional 4,500,000 Ordinary Shares under the Amended and Restated 2025 Share Incentive Plan on July 14, 2025.
• The company's amended and restated memorandum and articles of association provide for indemnification of directors and officers, except for liability incurred by actual fraud or willful default, with the Placement Agency Agreement also including indemnification provisions.

Sentiment

Score: 6

Explanation: The filing is a procedural amendment to an F-1 registration statement, primarily updating exhibits. It confirms the successful completion of the company's IPO and the exercise of an over-allotment option, which are positive historical events. The ongoing compliance with SEC regulations and the establishment of share incentive plans are also positive. However, the filing itself does not contain new operational or financial performance data to significantly shift sentiment.

Positives

• Successful completion of the IPO in December 2024, raising US$4.8 million in gross proceeds.
• Partial exercise of the over-allotment option in January 2025, generating an additional $697,612 in gross proceeds.
• Listing of Ordinary Shares on Nasdaq under the symbol PHH, enhancing market visibility and liquidity.
• Implementation of share incentive plans (2025 Share Incentive Plan and Amended and Restated 2025 Share Incentive Plan) to attract, retain, and incentivize key personnel.

Risks

• The U.S. Securities and Exchange Commission (SEC) holds the opinion that indemnification for liabilities arising under the Securities Act of 1933, as amended, is against public policy and therefore unenforceable.
• The company undertakes to submit the question of such indemnification to a court of appropriate jurisdiction if a claim is asserted, unless settled by controlling precedent, which could lead to legal proceedings.

Future Outlook

The company intends for the proposed sale to the public to commence as soon as practicable after the effective date of the Registration Statement. It undertakes to file post-effective amendments to update the prospectus, reflect fundamental changes, and include material information regarding the plan of distribution during any period in which offers or sales are being made.

Industry Context

Park Ha Biological Technology Co., Ltd. is a biological technology company based in Wuxi, Jiangsu Province, China. The filing indicates a Primary Standard Industrial Classification (SIC) Code of 5990, which corresponds to 'Retail-Miscellaneous Shopping Goods Stores,' an unusual classification for a biotech firm. This amendment is procedural and does not offer specific industry analysis or trends.

Corporate Governance

Legal Proceedings

• The SEC's opinion states that indemnification for liabilities arising under the Securities Act of 1933, as amended, is against public policy and therefore unenforceable. The company undertakes to submit this question to a court of appropriate jurisdiction if a claim for indemnification is asserted, unless settled by controlling precedent.

Stakeholder Impact

• **Shareholders:** Impacted by the historical IPO and share split, and potential future offerings. Indemnification policies affect their recourse in case of management misconduct.
• **Employees:** Beneficiaries of the 2025 Share Incentive Plan, aligning their interests with company performance and potentially enhancing retention.
• **Directors and Officers:** Benefit from indemnification provisions, though these are subject to the SEC's public policy stance on Securities Act liabilities.
• **Placement Agent:** Involved in the offering process and subject to specific undertakings by the registrant regarding the delivery of securities and other responsibilities.

Next Steps

• File a further amendment to the registration statement to specifically state its effectiveness or await SEC determination of the effective date.
• Commence the proposed sale to the public as soon as practicable after the effective date of the Registration Statement.
• File post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act.
• File post-effective amendments to reflect fundamental changes in the information set forth in the registration statement.
• File post-effective amendments to include any material information with respect to the plan of distribution not previously disclosed or any material change to such information.
• Remove from registration, by means of a post-effective amendment, any unsold securities at the termination of the offering.
• File a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed or continuous offering.

Key Dates

Keywords

Park Ha Biological Technology, F-1/A, SEC filing, Registration Statement, IPO, Nasdaq, PHH, Ordinary Shares, Share Incentive Plan, Corporate Governance, Indemnification, Biotech, China