BILLION GROUP HOLDINGS Ltd

F-1 filed

Range $4.00 to $5.00 · 3,750,000 shares

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RW withdrawn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

Price $5.00 · Range $4.00 to $6.00 · 1,600,000 shares · Gross proceeds $8,000,000

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

Range $4.00 to $6.00 · 1,600,000 shares

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

Range $4.00 to $6.00 · 1,600,000 shares

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

Range $4.00 to $6.00 · 1,600,000 shares

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

Range $4.00 to $6.00 · 1,600,000 shares

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

Range $4.00 to $6.00 · 1,600,000 shares

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

Range $4.00 to $6.00 · 1,600,000 shares

BILLION GROUP HOLDINGS Ltd is conducting an IPO with an initial public offering price of $4.00 per Ordinary Share, generating $6.4 million in gross proceeds. The offering includes underwriting discounts of $0.28 per share, resulting in net proceeds of $5.95 million before expenses. The company, structured as a Cayman Islands holding company with operations in Hong Kong, faces risks related to U.S. SEC delisting rules, Hong Kong political stability, and uncertain dividend policies. The offering is managed by American Trust Investment Services, Inc. as the sole book-running manager.

DRS/A amended

Billion Group Holdings Ltd, a Cayman Islands-domiciled holding company, operates through its Hong Kong subsidiary, Billion Enterprise International Limited. The company has no operations in the PRC and faces risks related to Hong Kong's political and economic stability. It emphasizes that dividends are not anticipated in the foreseeable future, and it is an emerging growth company subject to reduced reporting requirements. The IPO involves underwriting discounts and proceeds, with American Trust Investment Services, Inc. as the sole book-running manager.

DRS/A amended

The current filing for Billion Group Holdings Ltd updates the PCAOB inspection requirement from three to two consecutive years of non-inspection for stock exchange delisting. It reaffirms the company's structure as a Cayman Islands holding company with operations in Hong Kong, highlighting risks related to Hong Kong's political environment and lack of operations in the PRC. The filing also details dividend policy, underwriting terms, and risks associated with being an emerging growth company with reduced reporting requirements.

DRS filed

Billion Group Holdings Ltd, a Cayman Islands-based holding company, is conducting an IPO with its principal operations through its Hong Kong subsidiary. The filing highlights risks related to Hong Kong's political stability, potential impacts from the U.S. Foreign Companies Accountable Act, and uncertainty around dividend policies. The company emphasizes its status as an emerging growth company with reduced reporting requirements and outlines underwriting details, including a 7% discount for underwriters. No operations are currently active in the PRC, though future changes in the region's environment could affect operations.