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1、2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm1/290F-1 1 ea0201827-13.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on November 18,2024.Registra

2、tion No.333-*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_FG Holdings Limited(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)_British Virgin Islands

3、6199 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Unit 1002,10/F Tai Sang Bank Building130-132 Des Voeux Road Central,CentralHongKong SAR+8522398-9100(Address,including zip code,and

4、 telephone number,including area code,ofRegistrants principal executive offices)_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168+1800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Lawrence S.Venick,Esq.Loeb&Loeb

5、 LLP2206-19 Jardine House1 Connaught Place,CentralHongKong SARTelephone:+852-3923-1111 William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Tim Dockery,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10017Tel:+1(212)588-0022_Approximate date of commencement of proposed sale to public:As soo

6、n as practicableafter effectiveness of this registration statement.If any of the securities being registered on this form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933,as amended,check thefollowing box.If this Form is filed to register additiona

7、l securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)un

8、der theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under theSecurities Act,check the following box and lis

9、t the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933If an emerging growth company that prepares its finan

10、cial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm2

11、/290period for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codific

12、ation after April5,2012.The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in acco

13、rdance with Section 8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effectiveon such date as the Commission,acting pursuant to such Section8(a),may determine.2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.s

14、ec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm3/290Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective.This pr

15、ospectusis not an offer to sell these securities and it is not soliciting an offerto buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDNOVEMBER18,20242,000,000 ClassA Ordinary SharesFG Holdings LimitedWe are offering 2,00

16、0,000 class A ordinary shares of no par value(“ClassAOrdinary Shares”)of FG Holdings Limited(“FGHL,”“Company,”“we,”“our”or“us”).This is the initial public offering of our Class A Ordinary Shares.Weanticipate the initial public offering price to be between US$4.0 and US$5.0.Prior to this offering,the

17、re has been no public market for our ClassA OrdinaryShares.We have applied to list our ClassA Ordinary Shares on the Nasdaq CapitalMarket under the symbol“FGO.”This offering is contingent upon us listing ourClassA Ordinary Shares on the Nasdaq Capital Market or another national exchange.There can be

18、 no assurance that such application will be approved,and if ourapplication is not approved,this offering will be terminated.Investors are cautioned that they are buying shares of FGHL,a BVIholding company and not its operating subsidiaries through which itconducts its operations in HongKong.FGHL is

19、a holding company registered and incorporated in the British VirginIslands(“BVI”)with no material operations of its own.FGHL conducts its operationsin Hong Kong through its operating subsidiaries Fundergo,Richest View andFundermall.References to the“Company,”“we,”“us,”and“our”in theprospectus are to

20、 FGHL,the BVI entity that will issue the ClassA Ordinary Sharesbeing offered.References to“Fundergo,”“Richest View,”and“Fundermall”are tothe entities operating the business.References to“Operating Subsidiaries”refersto Fundergo,Richest View,and Fundermall.This is an offering of the Class AOrdinary S

21、hares of FGHL,the holding company in the BVI,instead of shares of theOperating Subsidiaries.Investors in this offering will not directly hold any equityinterests in the Operating Subsidiaries.Investing in our Class A Ordinary Shares involves a high degree ofrisk,including the risk of losing your ent

22、ire investment.See“RiskFactors”beginning on page 16 to read about factors you should considerbefore buying our ClassA Ordinary Shares.Neither FGHL nor our Operating Subsidiaries conduct any business in MainlandChina,and our operations are only located in HongKong.However,in light of thePRC governmen

23、ts recent expansion of authority in Hong Kong,we may be subject touncertainty about any future actions of the PRC government or authorities in HongKong,and it is possible that all the legal and operational risks associated withbeing based in and having operations in Mainland China may also apply to

24、operationsin Hong Kong in the future.There is no assurance that there will not be any changesin the economic,political and legal environment in Hong Kong.The PRC government mayintervene or influence our current and future operations in Hong Kong at any time,ormay exert more control over offerings co

25、nducted overseas and/or foreign investment inissuers like FGHL.Such governmental actions,if and when they occur:could result in a material change in our operations and/or the value of ourClassA Ordinary Shares;could significantly limit or completely hinder our ability to continue ouroperations;could

26、 significantly limit or completely hinder our ability to offer orcontinue to offer our ClassA Ordinary Shares to investors;andmay cause the value of our ClassA Ordinary Shares to significantly declineor be worthless.We are aware that recently,the PRC government has initiated a series ofregulatory ac

27、tions and new policies to regulate business operations in certain areasin Mainland China with little advance notice,including cracking down on illegalactivities in the securities market,enhancing supervision over Mainland China-based2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099

28、478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm4/290companies listed overseas using a variable interest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforceme

29、nt.Since these statements and regulatory actionsare new,it is highly uncertain how soon the legislative or administrative regulationmaking bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any.It isalso

30、highly uncertain what the potential impact such modified or new laws andregulations will have on our Operating Subsidiaries daily business operation,theirability to accept foreign investments and the listing of our ClassA Ordinary Shareson a U.S.or other foreign exchanges.These actions could result

31、in a materialchange in our operations and could significantly limit or completely hinder ourability to complete this Offering or cause the value of our ClassA Ordinary Sharesto significantly decline or become worthless.2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-

32、13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm5/290Table of ContentsOn February17,2023,the China Securities Regulatory Commission(the“CSRC”)released the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies,or the Tri

33、al Measures,which came into effect onMarch31,2023.On the same date of the issuance of the Trial Measures,the CSRCcirculated No.1 to No.5 Supporting Guidance Rules,the Notes on the Trial Measures,the Notice on Administration Arrangements for the Filing of Overseas Listings byDomestic Enterprises and

34、the relevant CSRC Answers to Reporter Questions on theofficial website of the CSRC,or collectively,the Guidance Rules and Notice.TheTrial Measures,together with the Guidance Rules and Notice,reiterate the basicsupervision principles as reflected in the Draft Overseas Listing Regulations byproviding

35、substantially the same requirements for filings of overseas offering andlisting by domestic companies,yet made the following updates compared to the DraftOverseas Listing Regulations:(a)further clarification of the circumstancesprohibiting overseas issuance and listing;(b)further clarification of th

36、e standardof indirect overseas listing under the principle of substance over form,and(c)adding more details of filing procedures and requirements by setting differentfiling requirements for different types of overseas offering and listing.Pursuant tothe Trial Measures and,the Guidance Rules and Noti

37、ce,domestic companies that seekto offer or list securities overseas,both directly and indirectly,should fulfillthe filing procedure and report relevant information to the CSRC within threeworking days following its submission of initial public offerings or listingapplication.The companies that have

38、already been listed on overseas stock exchangesor have obtained the approval from overseas supervision administrations or stockexchanges for its offering and listing and will complete their overseas offering andlisting prior to September30,2023 are not required to make immediate filings forits listi

39、ng yet need to make filings for subsequent offerings in accordance with theTrial Measures.The companies that have already submitted an application for aninitial public offering to overseas supervision administrations prior to theeffective date of the Trial Measures but have not yet obtained the appr

40、oval fromoverseas supervision administrations or stock exchanges for the offering and listingmay arrange for the filing within a reasonable time period and should complete thefiling procedure before such companies overseas issuance and listing.The Companyunderstands that as of the date of this prosp

41、ectus,the Group has no operations inMainland China and is not required to complete filing procedures with the CSRCpursuant to the requirements of the Trial Measures.While the Group has no currentoperations in Mainland China,should we have any future operations in Mainland Chinaand should we(i)fail t

42、o receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and require us toobtain such permissions or approvals in the future,we may face sanctions by theCSRC,the Cyb

43、erspace Administration of China(the“CAC”)or other PRC regulatoryagencies.These regulatory agencies may also impose fines and penalties on ouroperations in Mainland China,as well as limit our ability to pay dividends outsideof Mainland China,limit our operations in Mainland China,delay or restrict th

44、erepatriation of the proceeds from this offering into Mainland China or take otheractions that could have a material adverse effect on our business as well as thetrading price of our ClassA Ordinary Shares.We may be required to restructure ouroperations to comply with such regulations or potentially

45、 cease operations inMainland China entirely.The CSRC,the CAC or other PRC regulatory agencies also maytake actions requiring us,or making it advisable for us,to halt this offeringbefore settlement and delivery of our ClassA Ordinary Shares.In addition,if theCSRC,the CAC or other PRC regulatory agenc

46、ies later promulgate new rules requiringthat we obtain their approvals for this offering,we may be unable to obtain a waiverof such approval requirements,if and when procedures are established to obtain sucha waiver.Any action taken by the PRC government could significantly limit orcompletely hinder

47、 our operations in Mainland China and our ability to offer orcontinue to offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.On December28,2021,the CAC jointly with the relevant authorities formallypublished Measures for Cybersecurity Re

48、view(2021)which took effect on February15,2022,and replaced the former Measures for Cybersecurity Review(2020)issued onJuly10,2021.Measures for Cybersecurity Review(2021)stipulates that operators ofcritical information infrastructure purchasing network products and services,andonline platform operat

49、ors carrying out data processing activities that affect or mayaffect national security,shall conduct a cybersecurity review,and any dataprocessor who controls more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office if it seeks to beli

50、sted in a foreign country.As advised by our PRC counsel,Commerce&Finance Law Offices,as of the date ofthis prospectus,the Company is not required to obtain any permissions or approvalsfrom PRC authorities,including the CSRC or the CAC,before listing in the U.S.and2024/11/20 17:02sec.gov/Archives/edg

51、ar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm6/290to issue our Class A Ordinary Shares to foreign investors because(i)the CSRCcurrently has not issued any definitive rule or interpretation concerning whetheroffer

52、ings like ours under this prospectus are subject to this regulation;and(ii)the Company and its subsidiaries have no operation in Mainland China and thenature of our business is not included in the categories of industries and companieswhose foreign securities offerings are subject to review by the C

53、SRC or the CAC.Wealso understand that FGHL,Fundergo,Richest View and Fundermall are not required toobtain 2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm7/290Table of Contentsany

54、 permissions or approvals from any PRC authorities to operate their businesses asof the date of this prospectus.No permissions or approvals have been applied for bythe Company or denied by any relevant authority.However,uncertainties still exist,due to the possibility that laws,regulations,or polici

55、es in Mainland China couldchange rapidly in the future.In the event that(i)the PRC government expands thecategories of industries and companies whose foreign securities offerings are subjectto review by the CSRC or the CAC and we are required to obtain such permissions orapprovals;or(ii)we inadverte

56、ntly concluded that relevant permissions or approvalswere not required or that we did not receive or maintain relevant permissions orapprovals required,any action taken by the PRC government could significantly limitor completely hinder our operations in Hong Kong and our ability to offer orcontinue

57、 to offer our ClassA Ordinary Shares to investors and could cause the valueof such securities to significantly decline or become worthless.Furthermore,as more stringent criteria,including the Holding Foreign CompaniesAccountable Act(the“HFCAA”)have recently been imposed by the SEC and the PublicComp

58、any Accounting Oversight Board(the“PCAOB”),our ClassA Ordinary Shares maybe prohibited from trading if our auditor cannot be fully inspected.On December23,2022,the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”)wasenacted,which amended the HFCAA by requiring the SEC to prohibit a

59、n issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutiveyears instead of three consecutiveyears.On December16,2021,the PCAOB issued a report on its determination that thePCAOB is unable to inspect or investigate completely PCAO

60、B-registered publicaccounting firms headquartered in the PRC,because of positions taken by PRCauthorities in those jurisdictions(the“Determination”).The PCAOB made thesedeterminations pursuant to PCAOB Rule6100,which provides a framework for how thePCAOB fulfills its responsibilities under the HFCAA

61、.On August26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)to allow the PCAOB toinspect and investigate completely registered public accounting firms headquarteredin Mainland China and HongKong,consistent with the HFCAA and the

62、PCAOB will berequired to reassess its determinations by the end of 2022.Pursuant to the factsheet with respect to the Protocol disclosed by the SEC,the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigationand has the unfettered ability to transfer informa

63、tion to the SEC.On December15,2022,the PCAOB determined that the PCAOB was able to securecomplete access to inspect and investigate registered public accounting firmsheadquartered in Mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC author

64、ities obstruct or otherwisefail to facilitate the PCAOBs access in the future,the PCAOB will consider theneed to issue a new determination.Notwithstanding the foregoing,in the event it islater determined that the PCAOB is unable to inspect or investigate completely ourauditor,then such lack of inspe

65、ction could cause our securities to be delisted fromthe stock exchange.On December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signed into law by PresidentBiden.The Consolidated Appropriations Act contained,among other things,anidentical

66、 provision to the AHFCAA,which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA fromthreeyears to two.The PCAOB continues to demand complete access in mainland Chinaand Hong Kong moving forward and has resumed regular inspections since M

67、arch 2023.The PCAOB is continuing pursuing ongoing investigations and may initiate newinvestigations as needed.See“RiskFactorsRisks Relating to Doing Business inJurisdictions in which the Operating Subsidiaries Operate Although the auditreport included in this prospectus is prepared by U.S.auditors

68、who are currentlyinspected by the PCAOB,there is no guarantee that future audit reports will beprepared by auditors inspected by the PCAOB and,as such,in the future,investorsmay be deprived of the benefits of such inspection.Furthermore,trading in oursecurities may be prohibited under the HFCAA if t

69、he SEC subsequently determines ouraudit work is performed by auditors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national securities exchanges,such asthe Nasdaq,may determine to delist our securities.Furthermore,on December 23,2022 the AHFCAA was enacted which a

70、mended the HFCAA by requiring the SEC to prohibitan issuers securities from trading on any U.S.stock exchanges if its auditor isnot subject to PCAOB inspections for two consecutiveyears instead of three,thus,reducing the time before the securities may be prohibited from trading or delisted.”on page2

71、0.We cannot assure you whether Nasdaq or other regulatory authorities willapply additional or more stringent criteria to us.Such uncertainty could cause themarket price of our ClassA Ordinary Shares to be materially and adversely affected.2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390

72、024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm8/290Our auditor,WWC,P.C.,the independent registered public accounting firm thatissues the audit report included in this prospectus,as an auditor of companies thatare traded publicly in the Un

73、itedStates and a firm registered with the PCAOB,issubject to laws in the UnitedStates pursuant to which the PCAOB conducts regularinspections to 2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea

74、0201827-13.htm9/290Table of Contentsassess WWC,P.C.s compliance with applicable professional standards.WWC,P.C.isheadquartered in San Mateo,California with no branches or offices outside theUnitedStates and has been inspected by the PCAOB on a regular basis,with the lastinspection in November2021.As

75、 a holding company,FGHL may rely on dividends and other distributions onequity paid by its subsidiaries for its cash and financing requirements.FGHL has thepower and capacity under the laws of the BVI and its memorandum and articles ofassociation(as amended from time to time)to provide funding to it

76、s subsidiariesincorporated in Hong Kong through loans or capital contributions.FGHLssubsidiaries are permitted under the laws of HongKong to provide funding to FGHLthrough dividend distributions.If any of FGHLs subsidiaries incurs debt on its ownbehalf in the future,the instruments governing such de

77、bt may restrict their abilityto pay dividends to FGHL.As of the date of this prospectus,our subsidiaries havenot experienced any difficulties or limitations on their ability to transfer cashbetween each other;nor do they maintain cash management policies or proceduresdictating the amount of such fun

78、ding or how funds are transferred.There can be noassurance that the PRC government will not intervene or impose restrictions toprevent the cash maintained in HongKong from being transferred out or restrict thedeployment of the cash into our business or for the payment of dividends.Duringtheyears end

79、ed June30,2023 and 2024,FGHL did not declare or pay any dividends ordistributions and there were no transfer of assets among FGHL and its subsidiaries.We do not have any current intentions to distribute further earnings.If we determineto pay dividends on any of our ClassA Ordinary Shares in the futu

80、re,as a holdingcompany,we will be dependent on receipt of funds from our Operating SubsidiariesFundergo,Richest View and Fundermall by way of dividend payments.See“DividendPolicy”and“Consolidated Statements of Equity”in the Report of IndependentRegistered Public Accounting Firm for further details.W

81、e are an“emerging growth company”and a“foreign private issuer”as defined under the federal securities laws and,as such,will be subjectto reduced public company reporting requirements.See“ProspectusSummary Implications of Being an Emerging Growth Company and a“Foreign Private Issuer”for additional in

82、formation.We will not beconsidered a“controlled company”under Nasdaq corporate governance rules as we donot currently expect that more than 50%of our voting power will be held by anindividual,a group or another company immediately following the consummation of thisoffering.Nonetheless,following the

83、consummation of this offering,our directors andofficers will hold in aggregate approximately 48.13%of the total outstanding andissued Ordinary Shares,representing 84.63%of voting power of our Company.As aresult,these shareholders,if they act together,will be able to control themanagement and affairs

84、 of the Company.Per Share Total(4)Initial public offering price(1)$4.50$9,000,000Underwriting discounts(2)$0.32$630,000Proceeds,before expenses,to us(3)$4.19$8,370,000_(1)Initial public offering price per share is assumed as US$4.50,which is the midpoint of therange set forth on the cover page of th

85、is prospectus.(2)We have agreed to pay the underwriters a discount equal to 7%of the gross proceeds of theoffering.For a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on page 115.(3)Excludes fees and expenses payable to the underwriters.(4)Assume

86、s that the Underwriters does not exercise any portion of its over-allotment option.We expect our total cash expenses for this offering to be approximatelyUS$1,143,775 exclusive of the underwriting discounts and non-accountable expenseallowance.In addition,we will pay additional items of value in con

87、nection with thisoffering that are viewed by the Financial Industry Regulatory Authority,or FINRA,asunderwriting compensation.These payments will further reduce proceeds available tous before expenses.See“Underwriting.”Neither the U.S.Securities and Exchange Commission nor any statesecurities commis

88、sion nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay

89、for all of the ClassA Ordinary Shares if any such ClassA2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm10/290Ordinary Shares are taken.We have granted Revere Securities LLC,or th

90、e Underwriteran option for a period of forty-five(45)days after the closing of this offering topurchase up to 300,000 additional ClassA Ordinary Shares from us at the initialpublic offering price,less underwriting discounts 2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea020

91、1827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm11/290Table of Contentsto cover over-allotments,if any.If the Underwriter exercises the option in full,assuming the public offering price per share is US$4.50,the midpoint of the pricerange set forth above,t

92、he total underwriting discounts payable will be US$724,500and the total proceeds to us,before expenses,will be US$9,625,500.If we complete this offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliver the ClassA Ordinary Shares against paymentas set forth u

93、nder“Underwriting”,on or about*,2024.REVERE SECURITIES LLCThe date of this prospectus is*,2024.2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm12/290Table of ContentsTABLE OF CONT

94、ENTS PageProspectus Summary 1Risk Factors 16Special NoteRegarding Forward-Looking Statements 39Our Industry 40Use of Proceeds 47Dividend Policy 48Capitalization 49Dilution 50Exchange Rate Information 51Corporate History and Structure 52Managements Discussion and Analysis of Financial Condition and R

95、esults ofOperations 54Business 72Regulations 83Management 85Related Party Transactions 92Principal Shareholders 95Description of Share Capital 96Shares Eligible for Future Sale 106Material Income Tax Considerations 109Underwriting 115Enforcement of Civil Liabilities 126Expenses Related to this Offer

96、ing 128Legal Matters 129Experts 129Where You Can Find Additional Information 129Index to Consolidated Financial Statements F-1Neither we nor any of the underwriters have authorized anyone toprovide you with any information or to make any representations other thanas contained in this prospectus or i

97、n any free writing prospectuses we haveprepared.Neither we nor the underwriters take responsibility for,andprovide no assurance about the reliability of,any information that othersmay give you.This prospectus is an offer to sell only the securitiesoffered hereby,but only under circumstances and in j

98、urisdictions where itis lawful to do so.The information contained in this prospectus isaccurate only as of the date of this prospectus,regardless of the time ofdelivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have chan

99、gedsince that date.No action is being taken in any jurisdiction outside the U.S.to permit a publicoffering of our securities or possession or distribution of this prospectus in anysuch jurisdiction.Persons who come into possession of this prospectus injurisdictions outside the U.S.are required to in

100、form themselves about and toobserve any restrictions about this offering and the distribution of this prospectusapplicable to those jurisdictions.We are registered and incorporated in the BVI and a majority of our outstandingsecurities are owned by non-U.S.residents.Under the rules of the U.S.Securi

101、tiesand Exchange Commission,or the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required tofile periodic reports and financial statements with the Securities and Exchange2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024

102、099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm13/290Commission,or the SEC,as frequently or as promptly as domestic registrants whosesecurities are registered under the Securities ExchangeActof1934,as amended,orthe ExchangeAct.Through and inc

103、luding*,2024(the 25th day after the date of thisprospectus),all dealers effecting transactions in these securities,whether or notparticipating in this offering,may be required to deliver a prospectus.Thisdelivery requirement is in addition to the obligation of dealers to deliver aprospectus when act

104、ing as underwriter and with respect to an unsold allotments orsubscriptions.i2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm14/290Table of ContentsCONVENTIONS THAT APPLY TO THIS

105、PROSPECTUSUnless otherwise indicated or the context otherwise requires,all references inthis prospectus to:“Articles”or“Articles of Association”are to the amended and restatedarticles of association of our Company(as amended from time to time)adopted on November 15,2024,with effect prior to completi

106、on of thisoffering and as amended,supplemented and/or otherwise modified from time totime;“Board”are to the board of directors of FGHL;“BVI”are to the British Virgin Islands;“BVI Act”are to the BVI Business Companies Act as amended from time totime;“ClassA Ordinary Shares”are to the ClassA ordinary

107、shares of no parvalue of FGHL;“ClassB Ordinary Shares”are to the ClassB ordinary shares of no parvalue of FGHL;“Company”,“we”,“us”,“our”and“FGHL”are to FG Holdings Limited,a company incorporated in the BVI with limited liability on July22,2019,that will issue the ClassA Ordinary Shares being offered

108、;“COVID-19”are to the Coronavirus Disease 2019;“ExchangeAct”are to the U.S.Securities ExchangeActof1934,asamended;“Fundergo”are to Fundergo Limited,a company incorporated in HongKongwith limited liability on July23,2019,a direct wholly-owned subsidiaryof FGHL;“Fundermall”are to Fundermall Limited,a

109、company incorporated inHong Kong with limited liability on November 24,2020,a direct wholly-owned subsidiary of FGHL since August 21,2023;“Group”are to FG Holdings Limited and its subsidiaries,unless otherwisespecified;“IPO”are to an initial public offering of securities;“HKD”or“HK$”are to Hong Kong

110、 dollar(s),the lawful currency ofHongKong;“Hong Kong”or“HKSAR”are to the Hong Kong Special AdministrativeRegion of the Peoples Republic of China;“Independent Third Party”are to a person or company who or which isindependent of and is not a 5%owner of,does not control and is notcontrolled by or under

111、 common control with any 5%owner and is not thespouse or descendant(by birth or adoption)of any 5%owner of the Company;“iMort”are to online bank mortgage loan brokerage platform .hk and was acquired in August 2023;“Macau”are to the Macau Special Administrative Region of the PeoplesRepublic of China;

112、“Mainland China”are to the mainland of the Peoples Republic of China,excluding for the purpose of this prospectus only,the specialadministrative regions of HongKong and Macau,and Taiwan;“Memorandum or Memorandum of Association are to the amended andrestated memorandum of association of our Company(a

113、s amended from time totime)adopted on November 15,2024,with effect prior to completion of thisoffering and as amended,supplemented and/or otherwise modified from time totime;“Operating Subsidiaries”are to Fundergo,Richest View and Fundermallwhich was acquired in August 2023;“Ordinary Shares”or“Share

114、s”are to the ClassA Ordinary Shares andClassB Ordinary Shares;2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm15/290“PRC”or“China”are to the Peoples Republic of China includingHon

115、g Kong and Macau and,excluding,for the purpose of this prospectus,Taiwan;ii2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm16/290Table of Contents“PRC authorities”,“PRC government

116、”or“PRC regulatory agencies”are tothe authorities,government or regulatory agencies of Mainland China for thepurpose of this prospectus only;“PRC laws”or“PRC laws and regulations”are to the laws and regulationsof Mainland China for the purpose of this prospectus only;“PRC legal and regulating system

117、”are to the legal and regulating systemof Mainland China for the purpose of this prospectus only;“PRC policies”are to the policies of Mainland China for the purpose ofthis prospectus only;“PRC securities laws”are to the securities laws of Mainland China for thepurpose of this prospectus only;“Riches

118、t View”are to Richest View(HK)Limited,a company incorporated inHongKong with limited liability on November27,2014,a direct wholly-owned subsidiary of Fundergo;“SEC”or“Securities and Exchange Commission”are to the UnitedStatesSecurities and Exchange Commission;“Securities Act”are to the U.S.Securitie

119、s Actof1933,as amended;“UK”are to the United Kingdom of Great Britain and Northern Ireland;“US”or“U.S.”are to the UnitedStates of America;and“U.S.dollars”or“US$”or“USD”or“dollars”are to UnitedStatesdollar(s),the lawful currency of the UnitedStates.We have made rounding adjustments to some of the fig

120、ures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may not bean arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectusassumes no exercise by the Underwriter of its over-allotment opt

121、ion.FGHL is a holding company with operations conducted in HongKong through its keyoperating subsidiaries,Fundergo,Richest View,and Fundermall.Fundergo,RichestView and Fundermalls reporting currency is Hong Kong dollars.This prospectuscontains translations of Hong Kong dollars into U.S.dollars solel

122、y for theconvenience of the reader.Unless otherwise noted,all translations from HongKongdollars to U.S.dollars and from U.S.dollars to Hong Kong dollars in thisprospectus were calculated at the noon buying rate of US$1=HK$7.8083 on June28,2024 for figures during the year ended June 30,2024,as publis

123、hed in H.10statistical release of the Board of Governors of the Federal Reserve System.We makeno representation that the HK$or U.S.dollar amounts referred to in this prospectuscould have been or could be converted into U.S.dollars or HK$,as the case may be,at any particular rate or at all.FGHLs fisc

124、al year ends on June30.References to a particular“fiscal year”are to our fiscal year ended June 30 of that calendar year.References to aparticular“year”are also to our fiscal year ended June 30 of that calendar yearunless the text indicates otherwise.iii2024/11/20 17:02sec.gov/Archives/edgar/data/20

125、04385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm17/290Table of ContentsMARKET AND INDUSTRY DATAUnless otherwise indicated,information contained in this prospectus concerningour industry,our market share and the markets that w

126、e serve is based on informationfrom independent industry and research organizations,other third-party sources(including industry publications,surveys and forecasts)and management estimates.Management estimates are derived from publicly available information released byindependent industry analysts a

127、nd third-party sources,as well as data from ourinternal research,and are based on assumptions made by us upon reviewing such dataand our knowledge of such industry and markets that we believe to be reasonable.Although we believe the data from these third-party sources is reliable,we have notindepend

128、ently verified any such information.In addition,projections,assumptionsand estimates of the future performance of the industry in which we operate and ourfuture performance are necessarily subject to uncertainty and risk due to a varietyof factors,including those described in“Risk Factors”and“Disclo

129、sure RegardingForward-Looking Statements.”These and other factors could cause results to differmaterially from those expressed in the estimates made by third parties and by us.iv2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/d

130、ata/2004385/000121390024099478/ea0201827-13.htm18/290Table of ContentsDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements that reflect our currentexpectations and views of future events,all of which are subject to risks anduncertainties.Forward-looking

131、statements give our current expectations or forecastsof future events.You can identify these statements by the fact that they do notrelate strictly to historical or current facts.You can find many(but not all)ofthese statements by the use of words such as“approximates,”“believes,”“hopes,”“expects,”“

132、anticipates,”“estimates,”“projects,”“intends,”“plans,”“will,”“would,”“should,”“could,”“may”or other similarexpressions in this prospectus.These statements are likely to address our growthstrategy and financial results.You must carefully consider any such statements andshould understand that many fac

133、tors could cause actual results to differ from ourforward-looking statements.These factors may include inaccurate assumptions and abroad variety of other risks and uncertainties,including some that are known andsome that are not.No forward-looking statement can be guaranteed,and actual futureresults

134、 may vary materially.Factors that could cause actual results to differ fromthose discussed in the forward-looking statements include,but are not limited to:our goals and strategies;our future business development,financial condition and results ofoperations;expected changes in our revenues,costs,or

135、expenditures;the loss of key personnel and the inability to replace such personnel on atimely basis or on terms acceptable to us;our ability to execute our strategies;our ability to anticipate and respond to changes in the markets in which weoperate,and in client demands,trends and preferences;compe

136、tition in our industry;the overall economic environment and general market and economic conditionsin Hong Kong;catastrophic losses from man-made or natural disasters,such as fires,floods,windstorms,earthquakes,diseases,epidemics,other adverse weatherconditions or natural disasters,war,international

137、or domestic terrorism,civil disturbances and other political or social occurrences;government policies and regulations relating to our industry;anduncertainty about the spread of the COVID-19 virus and the impact it mayhave on the Companys operations,the demand for the Companys services,and economic

138、 activity in general.We describe certain material risks,uncertainties,and assumptions that couldaffect our business,including our financial condition and results of operations,under“Risk Factors.”We base our forward-looking statements on our managementsbeliefs and assumptions based on information av

139、ailable to our management at the timethe statements are made.These statements are only predictions.You should not placeundue reliance on forward-looking statements because they involve known and unknownrisks,uncertainties and other factors,which are,in some cases,beyond our controland which could ma

140、terially affect results.Factors that may cause actual results todiffer materially from current expectations include,among other things,those listedunder the heading“Risk Factors”and elsewhere in this Prospectus.If one or more ofthese risks or uncertainties occur,or if our underlying assumptions prov

141、e to beincorrect,actual events or results may vary significantly from those implied orprojected by the forward-looking statements.No forward-looking statement is aguarantee of future performance.The forward-looking statements made in this Prospectus relate only to events orinformation as of the date

142、 on which the statements are made in this Prospectus.Although we will become a public company after this offering and have ongoingdisclosure obligations under United States federal securities laws,we do not intendto update or otherwise revise the forward-looking statements in this prospectus,whether

143、 as a result of new information,future events or otherwise.v2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm19/290Table of ContentsTRADEMARKS,SERVICE MARKS,AND TRADE NAMESSolely f

144、or convenience,the trademarks,service marks,and trade names referredto in this prospectus are without the and TM symbols,but such references are notintended to indicate,in any way,that we will not assert,to the fullest extentunder applicable law,our rights or the rights of the applicable licensors t

145、o thesetrademarks,service marks and trade names.This prospectus contains additionaltrademarks,service marks,and trade names of others,which are the property of theirrespective owners.We do not intend our use or display of other companiestrademarks,service marks,or trade names to imply a relationship

146、 with,orendorsement or sponsorship of us by,any other companies.vi2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm20/290Table of ContentsPROSPECTUS SUMMARYThe following summary hi

147、ghlights information contained elsewhere in thisprospectus and does not contain all of the information you should consider beforeinvesting in our ClassA Ordinary Shares.You should read the entire prospectuscarefully,including“Risk Factors,”“Managements Discussion and Analysis ofFinancial Condition a

148、nd Results of Operations,”and our consolidated financialstatements and the related notes thereto,in each case included in this prospectus.Unless the context otherwise requires,all references in this prospectus to“we,”“us,”“our,”“our company,”and“FGHL”refer to FG Holdings Limited,“ourGroup”refers to

149、FGHL and its subsidiaries.You should carefully consider,amongother things,the matters discussed in the section of this prospectus titled“Business”before making an investment decision.OverviewFGHL,through our Operating Subsidiaries,is a financial services provider whoprovide private credit mortgage l

150、oan brokerage services and bank mortgage loanbrokerage services in Hong Kong through our fintech platform.We believe we wereone of the first movers among mortgage loan brokerage companies in Hong Kong whohave successfully developed a flexible and efficient fintech marketplace thatconnects borrowers

151、and lenders.Our online mortgage brokerage platform is designedto be secure and simple to use,with a bilingual user interface,fast executionenabled by automated assessment simulation and provide a great user experience.Leveraging our expertise in banking and financing industry,our broad networkof len

152、ders,and our advanced fintech platform,we provide borrowers with mortgageapplication simulation and access to multiple mortgage loan options from differentlenders,rather than just multiple generic quotes from lenders standard pricing.We match borrowers to their best loan options and connect them wit

153、h potentiallysuitable loan lender(s).Our experienced staff also provide support and service toassist borrowers in managing their choices,smoothen the loan processing andcommunication between the borrowers and lenders,leading to the best possibleoutcomes for both lenders and borrowers.We also serve a

154、s a valued partner to ourlenders seeking an efficient,scalable and flexible source of customer acquisitionwith directly measurable benefits.We aim to facilitate/assist the mortgage lendingmarket by making it hyper-efficient,transparent,and accessible to all rather thanthe few.Fundergo has won“Hong K

155、ongs most outstanding business award”byCorphub in 2020 and“Startup”award in Fintech 2021 by HK01 and ICON.In addition to mortgage loan brokerage services,FGHL also provides consultancyservices to our customers through Fundergo.We provide consultancy services toassist our corporate customers to ident

156、ify restructuring initiatives and explorepotential financing options.We act as a consultant to our customers to advise andassist them in procuring approval of restructuring of debt obligations andobtaining additional debts from current and/or new financial institutions.Weprovide consultancy services

157、 from same group of experienced staff of our mortgageloan brokerage services who also have extensive knowledge and network on financingrelated matters.We are able to provide tailor-made consultancy plans/solutions tomeet the specific financial needs of each customer.Customers who engage us forconsul

158、tancy services pay consultancy service fees to us and they are mainly from(i)past or existing borrowers who have successfully obtained private creditmortgage loans through our online platform and look for further consultancyservices;and(ii)referrals of new customers(who have not engaged us for mortg

159、ageloan brokerage services)by our contacts in banking,financing,and real estateindustries,or by our past or existing borrowers.We also regularly attendconferences,forums,and events to promote our consultancy services and to attractnew customers.From our inception to June 30,2024,we had facilitated o

160、ver HK$7,075 million(US$906 million)in loans to 528 borrowers.For the year ended June30,2024,theloans facilitated by us amounted to HK$3,132 million(approximately US$401million),representing an increase of 127%from HK$1,378 million(approximatelyUS$176 million)for the fiscal year ended June30,2023.Co

161、mpetitive StrengthsWe believe the following competitive strengths differentiate us from ourcompetitors:Our award-winning online mortgage brokerage platform.iMort,which weacquired in August of 2023,was awarded the Credit Digitalization-MortgageLoan in Hong Kong Fintech Impetus Awards 2022;2024/11/20

162、17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm21/290A broad and comprehensive database of banks and private credit lenders;12024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024

163、099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm22/290Table of ContentsEfficient and customized services to cater for the needs of differentborrowers;andOur management members have extensive knowledge and experience in relationto mortgage and

164、financing matters.Our StrategiesWe intend to pursue the following strategies to further expand our business:Acquisition of companies and/or formation of joint ventures;Expand and diversify our operations and product offerings and services;Further strengthen our market position in our existing market

165、s and extendour geographical reach to overseas market on the strength of our onlineplatform and overseas network;andFurther invest in information technology and optimize our online platform.Corporate History and StructureOn July22,2019,FGHL was incorporated under the laws of the BVI as a holdingcomp

166、any.On July 23,2019,Fundergo was established by FGHL under the laws ofHong Kong to engage in the business of providing private credit mortgage loanbrokerage services and consultancy services.On June5,2020,Fundergo acquired theentire issued share capital of Richest View,a limited company established

167、underthe laws of HongKong on November27,2014 that engages in the business of privatecredit mortgage loan brokerage services,from an Independent Third Party.As such,Richest View became a wholly-owned subsidiary of Fundergo.On August21,2023,FGHLacquired97%and 3%of the issued share capital of Fundermal

168、l from Mr.Wai KanLeung and an Independent Third Party,respectively.Fundermall was established byMr.Wai Kan Leung under the laws of HongKong in November 2020 to engage in thebusiness of bank mortgage loan brokerage services.On November 12,2024,each andevery issued share of FGHL(whether it is a Class

169、A Ordinary Share or a Class BOrdinary Share)was subdivided into two shares of the same class.Our OrdinaryShares consist of Class A Ordinary Shares and Class B Ordinary Shares.Based on ourdual-class share structure,a holder of Class A Ordinary Shares is entitled to onevote per share in respect of mat

170、ters requiring the votes of shareholders,while aholder of Class B Ordinary Shares is entitled to twenty votes per share.Theholders of our Class B Ordinary Shares are Mr.Kevin Wai Kei Ng and Mr.WaiKanLeung who will beneficially own 42.15%and 42.15%,respectively,of the votingpower of our company immed

171、iately after the completion of this offering.The chart below sets forth our shareholding structure immediately before andafter this offering,with each shareholders shareholding percentages to the leftof that shareholders name and the voting power percentages of that shareholder,shown in brackets,to

172、the right of that shareholders name,on both a pre-IPO andpost-IPO basis,assuming the Underwriter will not exercise its over-allotmentoption:22024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201

173、827-13.htm23/290Table of ContentsWe are offering 2,000,000 ClassA Ordinary Shares,representing 6.25%ofour Ordinary Shares following completion of this offering,assuming the Underwriterdoes not exercise the over-allotment option.As of the date of this prospectus,our directors and officers hold in agg

174、regateapproximately 51.33%of our total issued and outstanding Ordinary Shares,representing 86.22%or more of voting power of our Company.After this offering,our directors and officers will hold in aggregate 48.13%of our total issued andoutstanding Ordinary Shares,representing 84.63%or more of voting

175、power of ourCompany.Although we will not be considered a“controlled company”under Nasdaqcorporate governance rules as we do not currently expect that more than 50%of ourvoting power will be held by an individual,a group or another company immediatelyfollowing the consummation of this offering,the ab

176、ovementioned shareholders,ifthey act together,will be able to control the management and affairs of ourCompany.Transfers of Cash to and From Our SubsidiariesAs part of our cash management policies and procedures,our management monitorsthe cash position of our Operating Subsidiaries regularly and pre

177、pares budgets on amonthly basis to ensure they have the necessary funds to fulfill their obligationsfor the foreseeable future and to ensure adequate liquidity.In the event thatthere is a need for cash or a potential liquidity issue,it will be reported to ourchief financial officer and subject to ap

178、proval by our Board.Other than asdiscussed above,we did not adopt or maintain any cash management policies orprocedures as of the date of this prospectus.Cash is transferred through our organization in the following manner:(i)funds are transferred to our Operating Subsidiaries from FGHL as needed in

179、 theform of capital contributions or shareholder loans,as the case may be;and(ii)dividends or other distributions may be paid by our Operating Subsidiaries toFGHL.FGHL has the power and capacity under the laws of the BVI to provide funding toour operating subsidiaries in HongKong subject to certain

180、restrictions laid downin the BVI Act and memorandum and articles of association of FGHL.Under the BVIAct,a BVI company may make a dividend distribution to its shareholders if thedirectors are satisfied,on reasonable grounds,that such BVI company will,immediately after the distribution,satisfy the so

181、lvency test,meaning that thevalue of the companys assets exceeds its liabilities and that such company is ableto pay its debts as they fall due.For the subsidiaries to transfer cash to FGHL,according to the CompaniesOrdinance of HongKong,a HongKong company may only make a distribution out ofprofits

182、available for distribution.Under HongKong law,dividends could only bepaid out of distributable profits(that is,accumulated realized profits lessaccumulated realized losses)or other distributable reserves,as permitted underHong Kong law.Dividends cannot be paid out of share capital.There are norestri

183、ctions or limitation under the laws of HongKong imposed on the conversion ofHK dollar into foreign currencies and the remittance of currencies out ofHong Kong,nor there is any restriction on foreign exchange to transfer cashbetween FGHL and its subsidiaries,across borders and to U.S.investors,nor ar

184、ethere any restrictions and limitations to distribute earnings from our business andsubsidiaries to FGHL and U.S.investors.Under the current practice of the InlandRevenue Department of HongKong,no tax is payable in HongKong in respect ofdividends paid by us.As we are a holding company,our ability to

185、 make dividend payments,if any,would be contingent upon our receipt of funds from our Hong Kong operatingsubsidiaries in Hong Kong through intermediate holding companies.As of the date ofthis prospectus,our subsidiaries have not experienced any difficulties orlimitations on their ability to transfer

186、 cash between each other.Other than theabove,we did not adopt or maintain any cash management policies and proceduresdictating the amount of such funding or how funds are transferred and oursubsidiaries have not experienced any difficulties or limitations on their abilityto transfer cash between eac

187、h other,to distribute earnings from our subsidiariesto FGHL and to settle amounts owed under any applicable agreements as of the dateof this prospectus.Since incorporation,FGHL has not declared or paid any dividends ordistributions and there has been no transfer of assets among FGHL and itssubsidiar

188、ies.2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm24/290We do not expect to pay dividends on our Shares and settle amounts owed underour operating structure in the foreseeable f

189、uture.We currently intend to retainall available funds and future earnings,if any,for the operation and expansion ofour business and do not anticipate declaring or paying any dividends in theforeseeable future.Any future determination related to our dividend policy will bemade at the discretion of o

190、ur Board after32024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm25/290Table of Contentsconsidering our financial condition,results of operations,capital requirements,contractual re

191、quirements,business prospects and other factors the board ofdirectors deems relevant,and subject to the restrictions contained in any futurefinancing instruments.See“Dividend Policy”and“Risk FactorsWe rely on dividends and otherdistributions on equity paid by our subsidiaries to fund our cash and fi

192、nancingrequirements,and any limitation on the ability of our subsidiaries to makepayments to us could have a material adverse effect on our ability to conduct ourbusiness.”,and the“Consolidated Statements of Equity”in the Report ofIndependent Registered Public Accounting Firm for more information.En

193、forcement of Civil LiabilitiesWe are incorporated under the laws of the BVI with limited liability.Substantially all of our assets are located outside the UnitedStates.In addition,all of our directors and executive officers are nationals or residents in HongKongand substantially all of their assets

194、are located outside the UnitedStates.As aresult,it may be difficult for you to effect service of process within theUnited States upon us or these persons,or to enforce judgments obtained inU.S.courts against us or them,including judgments predicated upon the civilliability provisions of the securiti

195、es laws of the UnitedStates or any state inthe UnitedStates.It may also be difficult for you to enforce judgments obtainedin U.S.courts based on the civil liability provisions of the U.S.federalsecurities laws against us and our executive officers and directors.See“RiskFactorsRisks Related to our Cl

196、assA Ordinary Shares and thisOfferingInvestors may have difficulties enforcing judgement against us,ourdirectors and management.”for more information.We have appointed Cogency Global Inc.as our agent upon whom process may beserved in any action brought against us under the securities laws of theUnit

197、edStates.Conyers Dill&Pearman,our counsel as to the laws of the BVI,hasadvised us that the courts of the BVI are unlikely(i)to recognize or enforcejudgments of UnitedStates courts obtained against us or our directors or officerspredicated upon the civil liability provisions of the securities laws of

198、 theUnitedStates or any state in the UnitedStates;or(ii)to entertain originalactions brought in the BVI to impose liabilities against us or our directors orofficers predicated upon the civil liability provisions of the federal securitieslaws of the United States or any state in the United States,so

199、far as theliabilities imposed by those provisions are penal in nature.We have been advised by Conyers Dill&Pearman that the UnitedStates and theBVI do not have a treaty providing for reciprocal recognition and enforcement ofjudgments of courts of the UnitedStates in civil and commercial matters and

200、that afinal judgment for the payment of money rendered by any general or state court inthe UnitedStates based on civil liability,whether or not predicated solely uponthe U.S.federal securities laws,would not be automatically enforceable in theBVI.We have also been advised by Conyers Dill&Pearman tha

201、t the courts of theBVI would recognize as a valid judgment,a final and conclusive judgment inpersonam obtained in the U.S.federal or state courts against us under which a sumof money is payable(other than a sum of money payable in respect of multipledamages,taxes or other charges of a like nature or

202、 in respect of a fine or otherpenalty)and would give a judgment based thereon provided that(a)such courts hadproper jurisdiction over the parties subject to such judgment,(b)such courts didnot contravene the rules of natural justice of the BVI,(c)such judgment was notobtained by fraud,(d)the enforce

203、ment of the judgment would not be contrary to thepublic policy of the BVI,(e)no new admissible evidence relevant to the action issubmitted prior to the rendering of the judgment by the courts of the BVI and(f)there is due compliance with the correct procedures under the laws of the BVI.HongKong has

204、no arrangement for the reciprocal enforcement of judgments withthe UnitedStates.As a result,there is uncertainty as to the enforceability inHong Kong,in original actions or in actions for enforcement,of judgments ofUnited States courts of civil liabilities predicated solely upon the federalsecuritie

205、s laws of the United States or the securities laws of any State orterritory within the UnitedStates.Hastings&Co.,our counsel as to the laws of HongKong,has advised us thatthere is uncertainty as to whether the courts of HongKong would(i)recognize orenforce judgments of UnitedStates courts obtained a

206、gainst us or our directors orofficers predicated upon the civil liability provisions of the securities laws of2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm26/290the UnitedState

207、s or any state in the UnitedStates or(ii)entertain originalactions brought in HongKong against us or our directors or officers predicatedupon the securities laws of the UnitedStates or any state in the UnitedStates.A judgment of a court in the UnitedStates predicated upon U.S.federal orstate securit

208、ies laws may be enforced in HongKong at common law by bringing anaction in a HongKong court on that judgment for the amount due thereunder,andthen seeking summary judgment on the strength of the foreign judgment,providedthat the foreign42024/11/20 17:02sec.gov/Archives/edgar/data/2004385/00012139002

209、4099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm27/290Table of Contentsjudgment,among other things,is(1)for a debt or a definite sum of money(notbeing taxes or similar charges to a foreign government taxing authority or a fineor other penalty

210、);and(2)final and conclusive on the merits of the claim,but nototherwise.Such a judgment may not,in any event,be so enforced in HongKong if(a)it was obtained by fraud;(b)the proceedings in which the judgment wasobtained were opposed to natural justice;(c)its enforcement or recognition wouldbe contra

211、ry to the public policy of HongKong;(d)the court of the UnitedStateswas not jurisdictionally competent;or(e)the judgment was in conflict with aprior HongKong judgment.Summary of Key RisksOur business is subject to a numberof risks,including risks that may preventus from achieving our business object

212、ives or may materially and adversely affectour business,financial condition,results of operations,cash flows and prospectsthat you should consider before making a decision to invest in our ClassA OrdinaryShares.These risks are discussed more fully in“Risk Factors”.These risksinclude,but are not limi

213、ted to,the following:Risks Relating to Our Corporate Structure(for a more detailed discussion,see“Risk FactorsRisks Relating to Our Corporate Structure”beginning onpage 16 of this prospectus)We rely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash and financing

214、 requirements,and anylimitation on the ability of our subsidiaries to make payments to us couldhave a material adverse effect on our ability to conduct our business.(see page 16 of this prospectus).Our lack of effective internal controls over financial reporting mayaffect our ability to accurately r

215、eport our financial results or preventfraud which may affect the market for and price of our ClassA OrdinaryShares.(see page 16 of this prospectus).Risks Relating to Doing Business in Hong Kong(for a more detaileddiscussion,see“Risk FactorsRisks Relating to Doing Business in HongKong”beginning on pa

216、ge 17 of this prospectus)Our operations are in HongKong.However,due to the long arm provisionsunder the current PRC laws and regulations,the PRC government mayexercise significant oversight and discretion over the conduct of ourbusiness and may intervene in or influence our operations at any time,wh

217、ich could result in a material change in our operations and/or the valueof our Class A Ordinary Shares.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be quickwith little advance notice and our assertions and beliefs of the riskimposed by the PRC

218、legal and regulatory system cannot be certain.(seepage 17 of this prospectus)If the PRC government chooses to exert more oversight and control overofferings that are conducted overseas and/or foreign investment inMainland China-based issuers,such action may significantly limit orcompletely hinder ou

219、r ability to offer or continue to offer Class AOrdinary Shares to investors and cause the value of our Class A OrdinaryShares to significantly decline or be worthless.(see page 18 of thisprospectus)Although the audit report included in this prospectus is prepared by U.S.auditors who are currently in

220、spected by the PCAOB,there is no guaranteethat future audit reports will be prepared by auditors inspected by thePCAOB and,as such,in the future,investors may be deprived of thebenefits of such inspection.Furthermore,trading in our securities may beprohibited under the HFCAA if the SEC subsequently

221、determines our auditwork is performed by auditors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national securitiesexchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on December 23,2022,the AHFCAA was enacted,which amendedthe HFCAA by r

222、equiring the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three,thus reducing thetime before the securities may be prohibited from trading or delisted.(see page 20 of this prospectu

223、s)2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm28/290The recent joint statement by the SEC,proposed rule changes submitted byNasdaq,and an act passed by the U.S.Senate and the

224、U.S.House ofRepresentatives,all call for additional and more stringent criteria to beapplied to emerging market companies.These developments could adduncertainties to our offering,business operations,share price andreputation.(see page 23 of this prospectus)52024/11/20 17:02sec.gov/Archives/edgar/da

225、ta/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm29/290Table of ContentsRisks Relating to Our Business and Industry(for a more detailed discussion,see“Risk FactorsRisks Relating to Our Business and Industry”beginning onpa

226、ge 25 of this prospectus)Real estate market conditions in Hong Kong may negatively impact ourmortgage loan brokerage business in the future.(see page 25 of thisprospectus)We are a rapidly growing company with a relatively limited operatinghistory,which may result in increased risks,uncertainties,exp

227、enses anddifficulties,and makes it difficult to evaluate our prospects.(see page26 of this prospectus)Our revenue growth rate and financial performance in recentyears may notbe indicative of future performance and such growth may slow over time.(see page 26 of this prospectus)We may not be able to e

228、ffectively manage our growth and operations,whichcould materially and adversely affect our business.(see page 26 of thisprospectus)A majority of our revenue is derived from referral fees,which are notlong-term contracted sources of recurring revenue and are subject toexternal economic conditions and

229、 declines in those engagements could havea material adverse effect on our financial condition and results ofoperations.(see page 26 of this prospectus)We depend on relationships with our lenders and any adverse changes inthese relationships could adversely affect our business,financialcondition and

230、results of operations.(see page 26 of this prospectus)We rely on several key customers for our business.(see page 26 of thisprospectus)If we are unable to attract new customers,the growth of our revenues willbe adversely affected.(see page27 of this prospectus)We may experience delays or defaults in

231、 collecting mandated referral feesor service fees.(see page 27 of this prospectus)Our platform and internal systems rely on software that is highlytechnical,and if it contains undetected errors,our business could beadversely affected.(see page 27 of this prospectus)Risks Relating to our Class A Ordi

232、nary Shares and this Offering(for amore detailed discussion,see“Risk FactorsRisks Relating to our ClassAOrdinary Shares”beginning on page 31 of this prospectus)There has been no public market for our ClassA Ordinary Shares prior tothis offering,and you may not be able to resell our ClassA OrdinarySh

233、ares at or above the price you pay for them,or at all.(see page 31 ofthis prospectus)The market price of our ClassA Ordinary Shares may be highly volatile,and you could lose all or part of your investment.(see page 31 of thisprospectus)Investors may have difficulty enforcing judgments against us,our

234、directors and management.(see page31 of this prospectus)There can be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for United States federal income tax purposes for anytaxable year,which could subject United States investors in our Class AOrdinary Shares to significant

235、 adverse United States income taxconsequences.(see page 32 of this prospectus)Our dual-class voting structure will limit your ability to influencecorporate matters and could discourage others from pursuing any change ofcontrol transactions that holders of our Class B Ordinary Shares may viewas benef

236、icial.(see page 32 of this prospectus)Because our initial public offering price is substantially higher than ourpro forma net tangible book value per share,you will incur immediate andsubstantial dilution in the book value of your Class A Ordinary Shares.(see page 34 of this prospectus)2024/11/20 17

237、:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm30/29062024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000

238、121390024099478/ea0201827-13.htm31/290Table of ContentsHOLDING FOREIGN COMPANIES ACCOUNTABLE ACT(the“HFCAA”)The HFCAA was enacted on December18,2020.The HFCAA states that if the SECdetermines that a company has filed audit reports issued by a registered publicaccounting firm that has not been subjec

239、t to inspection by the PCAOB for threeconsecutiveyears beginning in 2021,the SEC shall prohibit the companys sharesfrom being traded on a national securities exchange or in the over-the-countertrading market in the UnitedStates.On March 24,2021,the SEC adopted interim final rules relating to theimpl

240、ementation of certain disclosure and documentation requirements of the HFCAA.Acompany will be required to comply with these rules if the SEC identifies it ashaving a“non-inspection”year under a process to be subsequently established bythe SEC.The SEC is assessing how to implement other requirements

241、of the HFCAA,including the listing and trading prohibition requirements described above.On June22,2021,the U.S.Senate passed the AHFCAA,which was enacted onDecember23,2022,amending the HFCAA to require the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is

242、 not subjectto PCAOB inspections for two consecutiveyears instead of threeconsecutiveyearsand thus,reducing the time before the securities may be prohibited from trading ordelisted.On December29,2022,legislation titled“Consolidated AppropriationsAct,2023”(the“Consolidated Appropriations Act”),was si

243、gned into law byPresident Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to AHFCAA,which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA fromthreeyears to two.On December2,2021,the SEC issu

244、ed amendments to finalize rules implementingthe submission and disclosure requirements in the HFCAA.The rules apply toregistrants that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreignjurisdiction and th

245、at PCAOB is unable to inspect or investigate completely becauseof a position taken by an authority in foreign jurisdictions(“Commission-Identified Issuers”).The final amendments require Commission-Identified Issuers tosubmit documentation to the SEC establishing that,if true,it is not owned orcontro

246、lled by a governmental entity in the public accounting firms foreignjurisdiction.The amendments also require that a Commission-Identified Issuer thatis a“foreign issuer,”as defined in ExchangeAct Rule3b-4,provide certainadditional disclosures in its annual report for itself and any of its consolidat

247、edforeign operating entities.Further,the release provides notice regarding theprocedures the SEC has established to identify issuers and to impose tradingprohibitions on the securities of certain Commission-Identified Issuers,asrequired by the HFCAA.The SEC will identify Commission-Identified Issuer

248、s forfiscal years beginning after December 18,2020.A Commission-Identified Issuerwill be required to comply with the submission and disclosure requirements in theannual report for each year in which it was identified.If a registrant isidentified as a Commission-Identified Issuer based on its annual

249、report for thefiscal year ended December31,2021,the registrant will be required to comply withthe submission or disclosure requirements in its annual report filing covering thefiscal year ended December 31,2022.The final amendments became effective onJanuary10,2022.Our auditor,WWC,P.C.,the independe

250、nt registered public accounting firm thatissues the audit report included in this prospectus,as an auditor of companiesthat are traded publicly in the UnitedStates and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to

251、assess our auditors compliance with applicable professionalstandards.WWC,P.C.is headquartered in San Mateo,California and has beeninspected by the PCAOB on a regular basis,with the last inspection inNovember2021.As of the date of this prospectus,our auditor is not subject to andnot affected by the P

252、CAOBs December2021 Determination Report.On December 16,2021,the PCAOB issued a report on its determinations(“Determination Report”)that it was unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in Mainland China and inHongKong,because of positions taken

253、 by PRC authorities in those jurisdictions.The PCAOB made its determinations pursuant to PCAOB Rule6100,which provides aframework for how the PCAOB fulfills its responsibilities under the HFCAA.Thereport further listed in its Appendix A and Appendix B,Registered PublicAccounting Firms Subject to the

254、 Mainland China Determination and Registered PublicAccounting Firms Subject to the HongKong Determination,respectively.Our auditoris headquartered in San Mateo,California and did not appear as part of the report2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmht

255、tps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm32/290and was not listed under its appendix A or appendix B.Therefore,we believe that,as of the date of this prospectus,our auditor is not subject to the PCAOBdeterminations.72024/11/20 17:02sec.gov/Archives/edgar/data/2

256、004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm33/290Table of ContentsOn August26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the CSRC and Chinas MOF.The SOP,together with two protocolagreements go

257、verning inspections and investigations(together,the“SOPAgreements”),establish a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in Mainland Chinaand HongKong,as required under U.S.law.Under the SOP Agreements the PCAOBshall hav

258、e independent discretion to select any firms for inspection orinvestigation and has the unfettered ability to retain any information as needed.On December 15,2022,the PCAOB board announced that it has completed theinspections,determined that it had complete access to inspect or investigatecompletely

259、 registered public accounting firms headquartered in Mainland China andHongKong,and voted to vacate the Determination Report.The PCAOB continues todemand complete access in mainland China and Hong Kong moving forward and hasresumed regular inspections since March 2023.The PCAOB is continuing pursuin

260、gongoing investigations and may initiate new investigations as needed.However,ifthe PCAOB is unable to inspect or investigate completely the Companys auditorbecause of a position taken by an authority in a foreign jurisdiction,or the PCAOBre-evaluates its determination as a result of any obstruction

261、 with theimplementation of the SOP,then such lack of inspection or re-evaluation couldcause trading in the Companys securities to be prohibited under the HFCAA,andultimately result in a determination by a securities exchange to delist theCompanys securities.Accordingly,the HFCAA calls for additional

262、 and morestringent criteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to theCompanys offering.See“Risk FactorsRisks Relating to Doing Busine

263、ss inHongKongAlthough the audit report included in this prospectus is prepared byU.S.auditors who are currently inspected by the PCAOB,there is no guarantee thatfuture audit reports will be prepared by auditors inspected by the PCAOB and,assuch,in the future,investors may be deprived of the benefits

264、 of such inspection.Furthermore,trading in our securities may be prohibited under the HFCAA if the SECsubsequently determines our audit work is performed by auditors that the PCAOB isunable to inspect or investigate completely,and as a result,U.S.nationalsecurities exchanges,such as the Nasdaq,may d

265、etermine to delist our securities.Furthermore,on December23,2022,the AHFCAA was enacted,which amended the HFCAAby requiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thu

266、s reducing the time before our securitiesmay be prohibited from trading or delisted.”on page 20.We cannot assure you whether Nasdaq or other regulatory authorities will applyadditional or more stringent criteria to us.Such uncertainty could cause themarket price of our Class A Ordinary Shares to be

267、materially and adverselyaffected.REGULATORY APPROVAL OF THE PRCPermission Required from HongKong and PRC AuthoritiesAs advised by our Hong Kong counsel,Hastings&Co.,based on theirunderstanding of the current Hong Kong laws,as of the date of this prospectus,neither we nor our subsidiaries in HongKong

268、 are required to obtain any permissionor approval from the HongKong authorities to operate our business or issue ourClassA Ordinary Shares to foreign investors.We are also not required to obtainpermissions or approvals from any PRC authorities before listing in the U.S.and toissue our ClassA Ordinar

269、y Shares to foreign investors,including the CSRC or theCAC.As advised by our PRC counsel,Commerce&Finance Law Offices since the Companyand its subsidiaries currently have no operations in the Mainland China,as of thedate of this prospectus,the Company is not required to obtain any permissions orappr

270、ovals from PRC authorities,including the CSRC or the CAC,before listing inthe U.S.and to issue our ClassA Ordinary Shares to foreign investors because(i)the CSRC currently has not issued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to

271、thisregulation;and(ii)the Company operates in HongKong and is not included in thecategories of industries and companies whose foreign securities offerings aresubject to review by the CSRC or the CAC.We also understand that Fundergo,RichestView and Fundermall are not required to obtain any permission

272、s or approvals fromany PRC authorities to operate their businesses as of the date of this prospectus.2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm34/290No permissions or approv

273、als have been applied for by the Company or denied by anyrelevant authority.However,uncertainties still exist,due to the possibility thatlaws,regulations,or policies in the PRC could change rapidly in the future.82024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm

274、https:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm35/290Table of ContentsIn the event that(i)the PRC government expanded the categories of industriesand companies whose foreign securities offerings are subject to review by the CSRCor the CAC and that we are required t

275、o obtain such permissions or approvals;or(ii)we inadvertently concluded that relevant permissions or approvals were notrequired or that we did not receive or maintain relevant permissions or approvalsrequired,any action taken by the PRC government could significantly limit orcompletely hinder our op

276、erations in HongKong and our ability to offer or continueto offer ClassA Ordinary Shares to investors and could cause the value of ourClassA Ordinary Shares to significantly decline or become worthless.See“RiskFactors Risks Relating to Doing Business in Hong Kong If the PRCgovernment chooses to exer

277、t more oversight and control over offerings that areconducted overseas and/or foreign investment in Mainland China-based issuers,suchaction may significantly limit or completely hinder our ability to offer orcontinue to offer ClassA Ordinary Shares to investors and cause the value of ourClassA Ordin

278、ary Shares to significantly decline or be worthless.”on page 18.RECENT REGULATORY DEVELOPMENT IN MAINLAND CHINAWe are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin Mainland China with little advance no

279、tice,including cracking down on illegalactivities in the securities market,enhancing supervision over Mainland China-based companies listed overseas using a VIE structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On July6

280、,2021,the General Office of the Communist Party of China CentralCommittee and the General Office of the State Council jointly issued a document tocrack down on illegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,requires

281、 therelevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over Mainland China-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.Furtherm

282、ore,on July 10,2021,the CAC issued a revised draft of theCybersecurity Review Measures(“Revised Draft”),which required that,amongothers,in addition to Critical Information Infrastructure Operator(“CIIO”),anyData Processing Operator(“DPO”)controlling personal information of no less thanone million us

283、ers that seeks to list in a foreign stock exchange should also besubject to cybersecurity review,and further listed the factors to be consideredwhen assessing the national security risks of the relevant activities.OnDecember 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),and

284、several other administrations jointly issued the revised Measuresfor Cybersecurity Review,or the“Revised Review Measures”,which became effectiveand replaced the existing Measures for Cybersecurity Review on February15,2022.According to the Revised Review Measures,if an“online platform operator”that

285、isin possession of personal data of more than one million users intends to list in aforeign country,it must apply for a cybersecurity review.Based on a set of Q&Aspublished on the official website of the State Cipher Code Administration inconnection with the issuance of the Revised Review Measures,a

286、n official of thesaid administration indicated that an online platform operator should apply for acybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,the CAC released the draft of the Regulationson Network Data Security Management in No

287、vember2021 for public consultation,whichamong other things,stipulates that a data processor listed overseas must conductan annual data security review by itself or by engaging a data security serviceprovider and submit the annual data security review report for a given year to themunicipal cybersecu

288、rity department before January31 of the following year.Giventhe recency of the issuance of the Revised Review Measures and their pendingeffectiveness,there is a general lack of guidance and substantial uncertaintiesexist with respect to their interpretation and implementation.Given the nature of our

289、 Operating Subsidiaries business,we believe this riskis not significant.Our Operating Subsidiaries do not have any customers inMainland China and is neither a CIIOs nor a DPO as defined in the Revised ReviewMeasures.We do not currently expect the Revised Review Measures to have an impacton our Opera

290、ting Subsidiaries business,operations or this offering as we do notbelieve that our Operating Subsidiaries are deemed to be operators of criticalinformation infrastructure or data processors controlling personal information ofno less than one million users,that are required to file for cybersecurity

291、 reviewbefore listing in the U.S.since(i)our subsidiaries are incorporated and2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm36/290operating in HongKong and the Revised Review Me

292、asures remain unclear whether theyshall be applicable to a HongKong company;(ii)our subsidiaries operate withoutany subsidiary nor VIE structure in Mainland China;(iii)as of the date of thisprospectus,our subsidiaries have not collected any personal information of92024/11/20 17:02sec.gov/Archives/ed

293、gar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm37/290Table of ContentsPRC individual clients;and(iv)as of the date of this prospectus,our OperatingSubsidiaries have not been informed by any PRC governmental author

294、ity of anyrequirement that they file for a cybersecurity review.Therefore,we believe thatour Operating Subsidiaries are not covered by the permission and requirements fromthe CSRC or the CAC.Nevertheless,since these statements and regulatory actions are new,it ishighly uncertain how soon the legisla

295、tive or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated.If the RevisedReview Measures are adopted into law in the future and if any of our OperatingSubsidiaries is deemed a

296、n“operator of critical information infrastructure”or a“data processor”controlling personal information of no less than one millionusers,the listing of our Class A Ordinary Shares on U.S.exchanges could besubject to CACs cybersecurity review.If we become subject to the CAC or any othergovernmental ag

297、ency,we cannot assure you that we will be able to list our ClassAOrdinary Shares on U.S.exchanges,or continue to offer securities to investors,which would materially affect the interest of the investors and cause significantlydepreciation of the price of our ClassA Ordinary Shares or render them wor

298、thless.Recent PCAOB DevelopmentsUnder the AHFCAA,which amended the HFCAA,our ClassA Ordinary Shares may beprohibited from being traded on a national exchange if the PCAOB is unable toinspect our auditors for two consecutiveyears beginning in 2021.The delisting ofour ClassA Ordinary Shares,or the thr

299、eat of their being delisted,may materiallyand adversely affect the value of your investment.Our auditor,WWC,P.C.,the independent registered public accounting firm thatissues the audit report included elsewhere in this prospectus,as an auditor ofcompanies that are traded publicly in the UnitedStates

300、and a firm registered withthe PCAOB,is subject to laws in the UnitedStates pursuant to which the PCAOBconducts regular inspections to assess our auditors compliance with the applicableprofessional standards.Our auditor has been inspected by the PCAOB on a regularbasis with the last inspection in Nov

301、ember2021.As of the date of this prospectus,our auditor is not subject to and not affected by the PCAOBs December 2021Determination Report.On December16,2021,the PCAOB issued a report on its determinations that itwas unable to inspect or investigate completely PCAOB-registered public accountingfirms

302、 headquartered in Mainland China and in HongKong,because of positions takenby PRC authorities in those jurisdictions.The PCAOB made its determinationspursuant to PCAOB Rule6100,which provides a framework for how the PCAOB fulfillsits responsibilities under the HFCAA.The report further listed in its

303、Appendix Aand Appendix B,Registered Public Accounting Firms Subject to the Mainland ChinaDetermination and Registered Public Accounting Firms Subject to the Hong KongDetermination,respectively.Our auditor is headquartered in San Mateo,California,and did not appear as part of the report and was not l

304、isted under its appendix A orappendix B.On August26,2022,the CSRC,the MOF,and the PCAOB signed a Statement ofProtocol(the“Protocol”)to allow the PCAOB to inspect and investigate completelyregistered public accounting firms headquartered in Mainland China and HongKong,consistent with the HFCAA,and th

305、e PCAOB will be required to reassess itsdeterminations by the end of 2022.Pursuant to the fact sheet with respect to theProtocol disclosed by the SEC,the PCAOB shall have independent discretion toselect any issuer audits for inspection or investigation and has the unfetteredability to transfer infor

306、mation to the SEC.On December15,2022,the PCAOB announced that it was able to secure completeaccess to inspect and investigate PCAOB-registered public accounting firmsheadquartered in Mainland China and HongKong completely in 2022.The PCAOB Boardvacated its previous 2021 determinations that the PCAOB

307、 was unable to inspect orinvestigate completely registered public accounting firms headquartered in MainlandChina and HongKong.On December 23,2022,the AHFCAA was enacted,which amended the HFCAA byrequiring the SEC to prohibit an issuers securities from trading on a nationalsecurities exchange or in

308、the over-the-counter market in the United States if itsauditor is not subject to PCAOB inspections for two consecutive years instead ofthree.As a result,the time period before the Companys securities may beprohibited from trading or delisted has been decreased accordingly.2024/11/20 17:02sec.gov/Arc

309、hives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm38/290On December 29,2022,the Consolidated Appropriations Act was signed into lawby President Biden,which contained,among other things,an identical provision

310、tothe AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOBinspections for two consecutive years instead of three years.102024/11/

311、20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm39/290Table of ContentsThe PCAOB continues to demand complete access in mainland China and Hong Kongmoving forward and has resumed regular

312、inspections since March 2023.The PCAOB iscontinuing pursuing ongoing investigations and may initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider theneed to issue new determinations with the HFCAA if needed.However,whether thePCAOB will continue t

313、o be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong issubject to uncertainties and depends on a number of factors out of our and ourauditors control.If the PCAOB is unable to inspect and investigate completelyregis

314、tered public accounting firms located in China in 2023 and beyond,or if wefail to,among others,meet the PCAOBs requirements,including retaining aregistered public accounting firm that the PCAOB determines it is able to inspectand investigate completely,we will be identified as a“Commission-identifie

315、dIssuer,”and upon the expiration of the applicableyears of non-inspection underthe HFCAA and relevant regulations,the ClassA Ordinary Shares will be delistedand will not be permitted for trading over the counter.Such a delisting orprohibition would substantially impair your ability to sell or purcha

316、se the ClassAOrdinary Shares,and the risk and uncertainty associated with delisting would havea negative impact on the price of the ClassA Ordinary Shares.Moreover,the HFCAAor other efforts to increase U.S.regulatory access to audit information couldcause investor uncertainty for affected issuers,in

317、cluding us,and the market priceof the ClassA Ordinary Shares could be adversely affected.Such a prohibitionwould significantly affect our ability to raise capital on terms acceptable to us,or at all,which would have a material adverse impact on our business,financialcondition,and prospects.Implicati

318、ons of Being an Emerging Growth Company and a Foreign PrivateIssuerAs a company with less than$1.235billion in revenue during our last fiscalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act(the“JOBS Act”),enacted in April2012,or the JOBS Act.An“emerg

319、ing growth company”may take advantage of reduced reporting requirementsthat are otherwise applicable to larger public companies.In particular,as anemerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of

320、FinancialCondition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussi

321、on and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Actof2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compe

322、nsation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive officer payratio disclosure;are eligible

323、 to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required to conduct an evaluation of our internal control overfinancial reporting.We intend to take advantage of all of these reduced reporting requirements and

324、exemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act.Our election touse the phase-in periods may make it difficult to compare our financial statementsto those of non-emerging growth companies and other emerging gr

325、owth companies thathave opted out of the phase-in periods under 107 of the JOBS Act.We will remain an emerging growth company until the earliest of(i)thelastday of the fiscal year during which we have total annual gross revenues of atleast US$1.235billion;(ii)the lastday of our fiscal year following

326、 the fifth2024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm40/290anniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year perio

327、d,issued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur if112024/11/20 17:02sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.

328、htmhttps:/www.sec.gov/Archives/edgar/data/2004385/000121390024099478/ea0201827-13.htm41/290Table of Contentsthe market value of our ClassA Ordinary Shares that are held by non-affiliatesexceeds US$700million as of the last businessday of our most recently completedsecond fiscal quarter.Once we cease

329、 to be an emerging growth company,we will notbe entitled to the exemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private IssuerWe are a“foreign private issuer,”within the meaning of the rules under theExchange Act.As such,we are exempt from certain provisions appli

330、cable toUnitedStates domestic public companies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that ap

331、ply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to compl

332、y with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership and

333、trading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Furthermore,Nasdaq Rule5615(a)(3)provides that a foreign private issuer,such as us,may rely on our home country corporate governance practices in lieu ofcertain of the rules in the Nasdaq Rule5600 Seriesand Rule5250(d),providedthat we nevertheless comply with Nasdaqs Notification of N