Filings for new U.S. listings - 4/16/2024 (2)
Top Wealth Group Holding Ltd (424B4) - April 16, 2024
Top Wealth Group Holding Ltd is a fast-growing supplier of luxury caviar products headquartered in Hong Kong. The company is currently specialized in supplying premium class sturgeons caviar, which is endorsed with CITES permits. The company established its own caviar brand "Imperial Cristal Caviar" in November 2021 and has achieved tremendous sales growth since its launch. The company's customers primarily include food and beverage distributors, and it has strategically focused on business-to-business sales.
| Name | Top Wealth Group Holding Ltd |
|---|---|
| HQ Location | Hong Kong, Hong Kong |
| Country/Region of Operations | Hong Kong |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | TWG |
| Exchange | Nasdaq Capital Market |
| Offer Size | US$8,000,000 |
| Number of Shares offered | 2,000,000 Ordinary Shares |
| Offer Price | US$4.00 per Ordinary Share |
| Underwriters | Not specified |
| Industry | Miscellaneous Food Preparations & Kindred Products |
| Sales/Revenue (2022) | US$8,500,000 |
| Gains/Losses (2022) | Profit before tax of US$2,300,000 |
| Current Liabilities/Debt | US$757,471 |
| Cash and Cash Equivalents | US$180,573 |
| Use of Proceeds | - Approximately 50% for business expansion into North America, Europe, Asia, Middle East and South America - Approximately 27% for brand promotion of their house caviar brand "Imperial Cristal Caviar" - Approximately 23% for general corporate purposes and working capital |
| Dividend Policy | The company has never declared or paid any cash dividends on its Ordinary Shares. The company anticipates retaining any earnings to support operations and finance the growth and development of its business, and therefore does not expect to pay cash dividends in the foreseeable future. |
| Risk Factors | - Risks associated with having substantially all business operations in Hong Kong, a Special Administrative Region of the PRC - Reliance on a few major customers and suppliers - Potential fluctuations in caviar prices and supply - Compliance with CITES regulations and other food safety laws and regulations |
| Other | - The company is an "Emerging Growth Company" under U.S. federal securities laws - After the offering, the company's largest shareholder, Winwin Development Group Limited, will beneficially own approximately 69.52% of the aggregate voting power of the issued and outstanding Ordinary Shares, making the company a "controlled company" under Nasdaq Listing Rules |
| Link to Filing | Filing |
Games Global Limited (F-1) - April 16, 2024
Games Global Limited is a leading developer, distributor and marketer of innovative online, casino-style gaming ("iGaming") content and integrated business-to-business ("B2B") solutions to iGaming operators in regulated markets globally. The company has a network of 40 in-house and partnered studios that have developed over 1,300 proprietary games over the past 20 years. Games Global supplies its games to over 350 iGaming operators, consisting of direct customers and B2B resellers.
| Name | Games Global Limited |
|---|---|
| HQ Location | Douglas, Isle of Man |
| Country/Region of Operations | Europe, North America |
| Incorporation Jurisdiction | Isle of Man |
| Ticker Symbol | GGL |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | Unknown |
| Number of Shares offered | Unknown |
| Offer Price | Unknown |
| Underwriters | J.P. Morgan Jefferies Macquarie Capital Barclays |
| Industry | Online, casino-style gaming ("iGaming") |
| Sales/Revenue (Year Ended March 31, 2023) | €306.9 million |
| Gains/Losses (Year Ended March 31, 2023) | Profit for the year of €107.8 million |
| Current liabilities/Debt | €81.9 million |
| Cash and Cash Equivalents | Unknown |
| Use of Proceeds | The net proceeds will be used for working capital and other general corporate purposes, including developing and enhancing technical infrastructure, solutions and services; expanding research and development efforts and sales and marketing operations; meeting increased compliance requirements associated with the transition to and operation as a public company; and expanding into new markets. |
| Dividend Policy | The company currently intends to retain any earnings for use in its business and does not anticipate declaring or paying any dividends on its ordinary shares in the foreseeable future. |
| Risk Factors | - Competitive markets - Limited operating history as a consolidated group - Negative events or media coverage related to the gaming industry - Rapidly evolving markets - Concentration of revenue in key geographic markets - Reliance on key customers, including largest customer Apricot - Dependence on third-party provider Apricot for Games Platform - Interoperability of games across third-party platforms - Ability to develop, maintain and enhance brand and reputation - Challenges with global expansion - Fluctuations in results of operations - Cybersecurity and data privacy risks - Regulatory compliance risks, including gaming, anti-corruption and anti-money laundering laws - Intellectual property protection and infringement risks - Challenges as a public company, including internal control weaknesses |
| Other | - Emerging growth company and foreign private issuer - Controlled company structure with Zinnia Limited owning 100% of shares prior to IPO - Acquisitions of Mahi and Velo Studios in recent periods - Expansion into U.S. market through acquisition of DGC's B2B assets |
| Link to Filing | Filing |
JIALIANG HOLDINGS LTD (F-1) - April 16, 2024
JIALIANG HOLDINGS LTD is a leading enterprise in the production and processing of agricultural products, long committed to high-quality grain and oil products, as well as health product R&D and production. The company has established a full industry chain from variety selection, R&D, planting, field management, processing, packaging, storage and logistics to ensure the purity and quality of its products. The company plans to further improve its integrated production and marketing model, cultivate technical talent, and expand its online and offline customer reach.
| Name | JIALIANG HOLDINGS LTD |
|---|---|
| HQ Location | London, United Kingdom |
| Country/Region of Operations | Not specified |
| Incorporation Jurisdiction | United Kingdom |
| Ticker Symbol | JLJT |
| Exchange | Nasdaq Capital Market |
| Offer Size | $1,000,000 |
| Number of Shares offered | 200,000 ordinary shares |
| Offer Price | $5.00 per share |
| Underwriters | Not specified |
| Industry | Agriculture Production - Livestock & Animal Specialties [0200] |
| Use of Proceeds | - Approximately 35% for purchase of equipment, facilities, production line improvements, and sales network/staffing expansion - Approximately 35% for R&D on new products/technologies and improving existing ones - Approximately 30% for working capital, operating expenses, and general corporate purposes |
| Dividend Policy | The company currently intends to retain all available funds and future earnings to support operations and finance business growth, and does not expect to pay any cash dividends in the foreseeable future. |
| Risk Factors | - Rapid growth and limited experience operating at current scale - Limited working capital and need for substantial additional financing - Dependence on key personnel - Challenges in building brand awareness and loyalty - Inability to maintain effective sales/marketing infrastructure - Compliance with privacy laws and protecting customer data |
| Other | - Classified as an "emerging growth company" under the JOBS Act, eligible for reduced reporting requirements - Considered a "foreign private issuer", exempt from certain corporate governance standards applicable to US issuers - May be considered a "controlled company" if insiders hold over 50% of shares after IPO, exempt from certain Nasdaq independence requirements |
| Link to Filing | Filing |
Brilliance Group (F-1/A) - April 16, 2024
Brilliance Group is a holding company with its main operating subsidiary being Kong Hwee Iron Works & Construction Pte. Ltd. (KHIW), a leading steel fabricator in Singapore specializing in structural steel and metal works. The company procures raw steel, designs and fabricates steel products in-house, and installs the finished products according to customer specifications. The company has been in the steel fabrication industry for over 55 years, participating in various prominent projects in Singapore.
| Name | Brilliance Group |
|---|---|
| HQ Location | Singapore |
| Country/Region of Operations | Singapore, Malaysia |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | KHIW |
| Exchange | Nasdaq Capital Market |
| Offer Size | $8,000,000 |
| Number of Shares offered | 2,500,000 Ordinary Shares |
| Offer Price | $4.00 - $4.50 per share |
| Underwriters | Network 1 Financial Securities, Inc. |
| Industry | Structural steel and metal works |
| Sales/Revenue (FY2023) | $52,000,000 |
| Net Income/Loss (FY2023) | Net loss of $15,300,000 |
| Total Liabilities | $88,500,000 (as of July 31, 2023) |
| Cash and Cash Equivalents | $459,591 (as of July 31, 2023) |
| Use of Proceeds | - Approximately 40% for paying initial project costs - Approximately 12% for upgrading workflow and IT capabilities - Approximately 15% for expanding business development and sales team - Approximately 15% for expanding project portfolio to overseas markets - Approximately 8% for research and development - Approximately 10% for working capital |
| Dividend Policy | The company currently intends to retain any future earnings to finance operations and expansion, and does not expect to declare or pay any dividends in the foreseeable future. |
| Risk Factors | - Reliance on major customers and non-recurring nature of revenue - Ability to fund working capital requirements and going concern risk - Dependence on skilled labor and ability to retain key personnel - Risks associated with variable interest entity structure for KHSB in Malaysia - Exposure to fluctuations in material, labor and subcontracting costs - Regulatory and compliance risks in the construction industry |
| Other | - Incorporated in Cayman Islands, may face less shareholder protection compared to U.S. companies - Classified as an "emerging growth company" and "foreign private issuer", eligible for reduced disclosure requirements - Controlling shareholders will own approximately 73.5% of shares after IPO, making it a "controlled company" |
| Link to Filing | Filing |
JIADE LIMITED (F-1/A) - April 16, 2024
JIADE LIMITED is an exempted company incorporated in the Cayman Islands that conducts its operations in China through its PRC subsidiaries. The PRC subsidiaries specialize in providing one-stop comprehensive education supporting services to adult education institutions, through a wide spectrum of software platform and auxiliary solutions, to meet the evolving needs of their customers in the rapidly changing adult education industry.
| Name | JIADE LIMITED |
|---|---|
| HQ Location | Chengdu City, Sichuan Province, The People's Republic of China |
| Country/Region of Operations | China |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | JDZG |
| Exchange | Nasdaq |
| Offer Size | US$9,900,000 |
| Number of Shares offered | 2,200,000 Ordinary Shares |
| Offer Price | US$4.00 to US$5.00 per Ordinary Share |
| Underwriters | WestPark Capital, Inc. |
| Industry | Services-Educational Services [8200] |
| Sales/Revenue (2023) | US$2,193,175 |
| Net Income (2023) | US$1,346,771 |
| Total Liabilities | US$422,541 (bank loans as of December 31, 2023) |
| Cash and Cash Equivalents (2023) | US$997,000 |
| Use of Proceeds | The net proceeds will be used to expand sales and operation teams and enhance marketing efforts, acquire vocational education and training institutions and establish examination centers, and invest in technology research and development, as well as for working capital and other general corporate purposes. |
| Dividend Policy | The Company intends to retain any future earnings to finance the expansion of its business, and does not anticipate that any cash dividends will be paid in the foreseeable future. |
| Risk Factors | Key risks include: risks related to the PRC regulatory environment, risks related to the company's business and industry (such as maintaining software quality, responding to student expectations, technology disruptions, competition, etc.), and risks related to this offering and the trading market (such as lack of public market, dilution, internal control weaknesses, etc.). |
| Other | - The company has a variable interest entity (VIE) structure, with the Cayman Islands company having no direct ownership in the operating entities in China. - The company is subject to the Holding Foreign Companies Accountable Act (HFCA Act) and risks related to the PCAOB's ability to inspect the company's auditor. - The company is required to obtain approval from the China Securities Regulatory Commission (CSRC) for its offering. |
| Link to Filing | Filing |
Jinxin Technology Holding Company (F-1/A) - April 16, 2024
Jinxin Technology Holding Company is an innovative digital content service provider in China. It is the largest digital textbook platform and a leading digital educational content provider for K-9 students in China. The company collaborates with leading textbook publishers in China and provides digital versions of mainstream textbooks used in primary and middle schools. It also creates and develops digital self-learning contents and leisure reading materials in-house.
| Name | Jinxin Technology Holding Company |
|---|---|
| HQ Location | Pudong District, Shanghai, People's Republic of China |
| Country/Region of Operations | China |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | Unknown |
| Exchange | Nasdaq Global Market |
| Offer Size | Not provided |
| Number of Shares offered | Not provided |
| Offer Price | Assumed initial public offering price of US$ per ADS, the midpoint of the estimated range |
| Underwriters | EF Hutton LLC |
| Industry | Digital educational content services |
| Sales/Revenue (2023) | RMB379,821,000 (US$53,497,000) |
| Net Income (2023) | RMB83,492,000 (US$11,759,000) |
| Total Liabilities | RMB50,184,000 (US$7,070,000) as of December 31, 2023 |
| Cash and Cash Equivalents | RMB75,132,000 (US$10,582,000) as of December 31, 2023 |
| Use of Proceeds | - Approximately 50% for product and content development - Approximately 20% for sales and marketing and brand promotions - Approximately 20% for recruitment of experienced personnel - Approximately 10% for general corporate purposes and potential strategic investments and acquisitions |
| Dividend Policy | The company has no plan to declare or pay any dividends in the near future on its shares or the ADSs representing its ordinary shares. The company currently intends to retain most, if not all, of its available funds and any future earnings to operate and expand its business. |
| Risk Factors | - Risks related to the company's business and industry, such as attracting and retaining users, competition, regulatory changes, and technology development - Risks related to the company's corporate structure, including uncertainties around the VIE structure and ability to transfer funds - Risks related to doing business in China, such as government policies, cybersecurity and data protection requirements, and potential delisting from U.S. exchanges |
| Other | - The company is an emerging growth company and may take advantage of certain reduced reporting requirements - The company faces risks related to the Holding Foreign Companies Accountable Act and potential delisting from U.S. exchanges - The company's auditor is subject to PCAOB inspections, but there are uncertainties around future PCAOB determinations |
| Link to Filing | Filing |
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