BILLION GROUP HOLDINGS Ltd

F-1 filed

Billion Group Holdings Ltd filed an F-1 registration statement for an initial public offering of 3.75 million ordinary shares, aiming to list on Nasdaq under the symbol 'BGHL'. The company, a Cayman Islands exempted holding company, conducts operations through its Hong Kong subsidiary. The filing highlights risks related to PRC government oversight of Hong Kong operations, potential regulatory changes, and structural risks associated with its Cayman-Hong Kong entity setup. This represents a new registration following a prior RW filing requesting withdrawal of an earlier F-1 registration.

RW withdrawn

Billion Group Holdings Ltd. has submitted a withdrawal request (RW form) to the SEC for its previously effective F-1 registration statement, citing intent to file a new F-1 registration to increase the number of registered securities. The company confirms no securities were sold under the original registration. The withdrawal follows an initial filing in August 2025 and effective date in November 2025.

F-1/A amended

Billion Group Holdings Ltd. is conducting an initial public offering of 1,600,000 ordinary shares, aiming to list on Nasdaq under the symbol 'BGHL'. The company, structured as a Cayman Islands exempted holding company, conducts all operations through its Hong Kong subsidiary. The filing emphasizes risks related to PRC regulatory oversight of Hong Kong operations, potential restrictions on foreign investments, and the impact of evolving PRC laws on the company's ability to operate and list in the U.S.

F-1/A amended

Billion Group Holdings Limited, a Cayman Islands exempted company, is conducting an IPO of 1.6 million ordinary shares. The company operates through its Hong Kong subsidiary, Billion Enterprise International Limited, and faces significant risks related to PRC regulatory oversight, structural complexities, and dependence on Nasdaq listing. The filing emphasizes the potential impact of PRC laws on Hong Kong operations, lack of VIE structure, and no mainland China operations.

F-1/A amended

Billion Group Holdings Ltd. is conducting an IPO of 1,600,000 ordinary shares, structured as a Cayman Islands exempted company with operations in Hong Kong via its subsidiary. The filing highlights risks related to PRC government oversight of Hong Kong operations, potential regulatory changes impacting business operations and securities value, and the company's reliance on Hong Kong's legal framework. The offering is contingent on Nasdaq listing approval, with significant risks outlined regarding political and regulatory uncertainties in the PRC and Hong Kong.

F-1/A amended

Billion Group Holdings Ltd. is conducting an initial public offering (IPO) of 1,600,000 ordinary shares at an expected price range of $4.00 to $6.00 per share. The company, a Cayman Islands exempted holding company, operates through its Hong Kong subsidiary, Billion Enterprise International Limited. The filing emphasizes risks related to PRC regulatory oversight, operational constraints in Hong Kong, and uncertainties around U.S. stock exchange listings. The company asserts it is not a Chinese operating company and does not use a VIE structure.

F-1/A amended

Billion Group Holdings Ltd. is conducting an IPO of 1,600,000 ordinary shares, structured as a Cayman Islands exempted holding company with operations through its Hong Kong subsidiary. The filing highlights risks related to PRC government oversight, regulatory uncertainties, and the potential impact of Mainland China laws on Hong Kong operations. The company emphasizes it is not a Chinese operating company and does not use a VIE structure, but remains subject to evolving PRC regulations and geopolitical risks.

F-1/A amended

Billion Group Holdings Ltd. is conducting an IPO of 1,600,000 ordinary shares, targeting a price range of $4.00 to $6.00 per share. The company, structured as a Cayman Islands exempted holding company, operates through its Hong Kong subsidiary, Billion Enterprise International Limited. The filing emphasizes risks related to PRC government oversight of Hong Kong operations, potential regulatory changes affecting foreign listings, and the company's reliance on a non-VIE structure. The IPO requires Nasdaq approval, with termination if not granted. The filing highlights the unique risks of operating in Hong Kong under PRC jurisdiction, including possible restrictions on fund transfers and regulatory interventions.

F-1 filed

Billion Group Holdings Limited, a Cayman Islands exempted company, is conducting its initial public offering (IPO) of 1,600,000 ordinary shares. The company operates through its Hong Kong subsidiary, Billion Enterprise International Limited, and is seeking listing on Nasdaq under the symbol 'BGHL'. The filing highlights risks related to PRC government oversight of Hong Kong operations, potential regulatory changes affecting foreign listings, and the structural risks of its Cayman Islands holding company framework. The offering price is expected to range between $4 and $6 per share.

DRS/A amended

Billion Group Holdings Ltd. is preparing for its initial public offering (IPO) of ordinary shares, registering under Form F-1 with the SEC. The company, a Cayman Islands exempted entity, operates through its Hong Kong subsidiary, Billion Enterprise International Limited. The filing highlights risks related to PRC regulatory oversight, including potential interventions in Hong Kong operations, uncertainties around PRC laws affecting foreign listings, and risks associated with the company's structure as a Cayman Islands holding company. The IPO aims to list on Nasdaq, contingent on approval, with an expected price range for shares. The prospectus emphasizes the high-risk nature of investing in the company due to geopolitical and regulatory uncertainties.

DRS/A amended

Billion Group Holdings Ltd. is conducting an initial public offering (IPO) of [*] ordinary shares, aiming to list on Nasdaq under the symbol [*]. The company, a Cayman Islands exempted company, operates through its Hong Kong subsidiary, Billion Enterprise International Limited. The filing emphasizes risks related to PRC regulatory oversight, potential government intervention, and the structural risks of its Cayman Islands-Hong Kong operating model. The company also highlights its status as an emerging growth company with reduced reporting requirements.

DRS filed

Billion Group Holdings Ltd, a Cayman Islands exempted company, is conducting an initial public offering (IPO) of [*] ordinary shares, with an expected price range of $[*] to $[*]. The company operates through its Hong Kong subsidiary and has no operations in Mainland China. The filing is a confidential draft registration statement submitted to the SEC, with no prior filings. The company intends to list on Nasdaq under the symbol [*], but this is not guaranteed. The offering involves significant risks, including regulatory uncertainties in Hong Kong and potential PRC government interventions.