Latest F-1 registration statements

Star Fashion Culture Holdings Limited has filed an amended F-1 registration statement for a public offering and resale of Class A Ordinary Shares, revealing a recent shift to net loss and declining gross margins, alongside significant operational risks tied to its China-based business.

Masonglory Limited, a Hong Kong-based wet trades subcontractor, is seeking to raise capital through an initial public offering on the Nasdaq Capital Market to expand its workforce, acquire machinery, diversify its project portfolio, and strengthen marketing efforts, while navigating significant risks related to customer concentration and evolving PRC regulatory oversight.

Kilcoy Global Foods, a global leader in food solutions, has filed for an initial public offering on Nasdaq, showcasing robust financial performance driven by strategic expansions and product innovation.

BUUU Group Limited, a Hong Kong-based MICE solutions provider, filed an amended F-1 registration statement for its initial public offering, showcasing strong annual revenue growth but a recent decline in profitability, while outlining strategic expansion into the U.S. and Southeast Asia.

QMMM Holdings Limited filed an Amendment No. 1 to its F-1 registration statement, primarily to include exhibits, while its independent auditor, WWC, P.C., raised substantial doubt about the company's ability to continue as a going concern.

Phaos Technology Holdings (Cayman) Limited has filed an amended F-1 registration statement for its initial public offering on the NYSE American, seeking to raise up to $13.5 million, despite reporting an 82.7% revenue decrease and a 31.5% increase in net loss for the six months ended October 31, 2024, raising substantial doubt about its ability to continue as a going concern.

Siyata Mobile Inc. has filed an F-1 registration statement to allow for the resale of an additional 1,754,745 common shares by Hudson Global Ventures, LLC, representing the remaining portion of a $7 million equity line of credit, while also disclosing a recent merger agreement with Core Gaming, Inc.

IceCure Medical Ltd. has filed an F-1 registration statement for a non-transferable rights offering aiming to raise up to $10 million to repay a bridge loan and support general corporate and working capital needs, while awaiting final FDA marketing authorization for its ProSense system.

Heidmar Maritime Holdings Corp. has filed an amended registration statement, outlining a new $20 million equity purchase agreement with B. Riley Principal Capital II, LLC, as the company navigates a significant year-over-year revenue and profit decline in its core maritime management business.

GEBE Environmental Technology Limited, a Singapore-based provider of nature-based green sustainability solutions, has filed an F-1 registration statement with the SEC for an initial public offering of 2,500,000 ordinary shares, with an expected price range of $4.00 to $6.00 per share, aiming to list on the Nasdaq Capital Market.

Uptrend Holdings Limited, a Cayman Islands holding company operating as a construction and transportation subcontractor in Hong Kong, is seeking to raise between $6.0 million and $7.5 million in its initial public offering on the Nasdaq Capital Market, while navigating significant regulatory uncertainties related to its Hong Kong operations and PRC oversight.

Gamehaus Holdings Inc. filed an amended F-1 registration statement for the resale of up to 52,093,399 Class A Ordinary Shares by existing shareholders, while disclosing a significant decrease in revenue and net income for the nine months ended March 31, 2025, alongside substantial operational and regulatory risks related to its PRC-based subsidiaries.

LEIFRAS Co., Ltd., a leading Japanese provider of youth sports education and social services, has filed an F-1/A registration statement for its initial public offering on the Nasdaq Capital Market, seeking to raise capital for strategic expansion despite a recent decline in operating cash flow and ongoing regulatory issues.

DarkIris Inc., a Cayman Islands-based mobile digital game developer and publisher, has filed for an initial public offering on the Nasdaq Capital Market, aiming to raise $6 million by offering 1.5 million Class A Ordinary Shares at an estimated price of $4 per share, while disclosing a dual-class voting structure that grants its CEO, Hong Zhifang, approximately 90.04% of the aggregate voting power post-offering.

Center Holdings Inc., a Japanese mobile connectivity and staffing services provider, has filed an amended F-1 registration statement with the SEC for its initial public offering, detailing plans to raise up to $14.8 million to fund expansion into water dispenser and smartphone businesses, despite recent declines in net income and customer numbers in core segments.

Primega Group Holdings Limited (ZDAI) filed an amended F-1 registration statement for the resale of up to 17.84 million ordinary shares by existing shareholders, reporting a 20.8% revenue increase driven by construction works, but a 6.5% decline in net income for the fiscal year ended March 31, 2024.

Recon Technology, Ltd. has filed an amended F-1 registration statement to offer up to $20 million in Class A ordinary shares and warrants, as the Cayman Islands holding company continues to navigate significant operational losses and complex regulatory challenges in China.

Zi Yun Dong Fang Limited, a Cayman Islands holding company, has filed an amendment to its F-1 registration statement for an initial public offering on the Nasdaq Capital Market, aiming to raise approximately $5.4 million to expand its Southeast Asia consulting services following significant revenue growth.

Sprott Physical Platinum and Palladium Trust has filed a Form F-10 registration statement with the SEC, enabling it to offer up to U.S.$200 million in trust units over the next 25 months to acquire physical platinum and palladium bullion.

GLAMOORE Capital Group Company Limited, a Hong Kong-based financial services provider, has filed an amended F-1 registration statement with the SEC, outlining its initial public offering of 2 million ordinary shares and an additional 1.75 million shares from selling shareholders at an expected price of $4 per share, while reporting a net loss for the nine months ended December 31, 2024, despite significant revenue growth in placing and underwriting services.

CTW Cayman, a leading web-based gaming platform, is pursuing an initial public offering on Nasdaq Capital Market, reporting a 23.2% revenue increase to $41.2 million for the six months ended January 31, 2025, but a significant 83.9% drop in net income to $0.6 million due to rising operating expenses and impairment charges.

KNOREX LTD., a B2B programmatic advertising technology company, has filed an amended F-1 registration statement for its initial public offering of 3 million Class A ordinary shares, reporting increased revenue and reduced net loss for 2024, but also disclosing a significant working capital deficit and substantial doubt about its ability to continue as a going concern.

Enigmatig Limited has filed Amendment No. 5 to its Form F-1 registration statement, primarily to update an exhibit and amend the exhibit index, while reiterating its indemnification policies for directors and officers and disclosing past unregistered securities sales.

Ballard Power Systems Inc. has filed a base shelf prospectus to enable future offerings of up to $500 million in various securities, while acknowledging a multi-year industry push-out for hydrogen and fuel cell adoption and detailing a recent corporate restructuring.

Raytech Holding Limited, a Hong Kong-based personal care electrical appliance wholesaler, filed an amended F-1 registration statement to offer up to 30 million ordinary shares, aiming to raise capital for strategic expansion despite a recent dip in net income attributed to IPO-related expenses and ongoing geopolitical risks.

TNL Mediagene, an Asia-focused digital media company, reported a substantial net loss of $85 million in 2024, driven by significant one-off merger costs and a $25.5 million goodwill impairment, raising substantial doubt about its ability to continue as a going concern.

Magnitude International Ltd, a Singapore-based electrical installation services provider, has filed an amended F-1 registration statement for its initial public offering on the Nasdaq Capital Market, targeting a price range of US$4.00 to US$5.00 per share, while reporting strong annual revenue growth but a recent interim period decline.

MaxsMaking Inc. has filed Amendment No. 3 to its F-1 registration statement, providing comprehensive details on its public offering, including underwriting compensation, expense structures, and stringent lock-up provisions for key stakeholders.

Singapore-based robotics firm Otsaw Limited is pursuing an initial public offering on the Nasdaq Capital Market to raise capital for expanding its autonomous mobile robot solutions, enhancing core AI technologies, and increasing global market presence.

Yimutian Inc., China's largest agricultural B2B platform, is pursuing an initial public offering of American Depositary Shares on Nasdaq despite ongoing net losses and significant regulatory and operational risks associated with its China-based Variable Interest Entity (VIE) structure.