IPO - Blue-Touch Holdings Group Co., Ltd
Form Type: F-1/A
Filing Date: 2025-05-22
Corporate Action: Ipo
Type: Update
Accession Number: 000110465925052011
Filing Summary: Blue-Touch Holdings Group Co., Ltd is amending its Form F-1 Registration Statement for its IPO as filed with the SEC. This is Amendment No. 15 to the registration, originally filed on September 30, 2022. The primary purpose of this amendment is to update the Consents of Independent Registered Public Accounting Firms attached as Exhibits 23.1 and 23.4. This amendment consists of the facing page, this explanatory note, Part II of the Registration Statement, signature pages, and the exhibits being filed. Furthermore, it states that the registrant is classified as an emerging growth company under the securities act and indicates the registrant’s commitment to indemnifying its officers and directors under certain conditions. The amendment does not amend or delete other parts of the Registration Statement except as noted within this document. The registrant also acknowledges its obligations under the Securities Act, particularly concerning liabilities and indemnification policies as described in the document.
Additional details:
Address: No.1 Pengda Road, Hunan Town, Changle District, Fuzhou City, Fujian Province, The People’s Republic of China 350212
Telephone Number: +86-183-5916-6777
Agent For Service: Cogency Global Inc.
Agent Address: 122 East 42nd Street, 18th Floor, New York, NY 10168
Agent Telephone Number: (212) 947-7200
Agent Contact Name: Colleen A. De Vries
Indemnification Agreement: Form of Indemnification Agreement with the Registrant’s directors and officers is filed as Exhibit 10.2
Stock Split Detail: On September 6, 2022, a 240-for-1 stock split changed the outstanding shares from 50,000 to 12,000,000.
Form Type: F-1/A
Filing Date: 2025-04-25
Corporate Action: Ipo
Type: New
Accession Number: 000110465925039385
Filing Summary: Blue-Touch Holdings Group Co., Ltd, a Cayman Islands holding company, is conducting an initial public offering (IPO) of its ordinary shares. The registration statement was amended to support this IPO, which includes the offering of 2,000,000 ordinary shares with an expected initial price range of $4.00 to $6.00 per share. The shares will be traded under the symbol 'BBCH' on the Nasdaq Capital Market, pending approval for listing. The company emphasizes that the shares represent interests in a holding company with no material operations of its own, relying on its wholly owned subsidiary in the People’s Republic of China (PRC) for business operations. Significant risks associated with the IPO include regulatory risks from Chinese authorities, the implications of the Holding Foreign Companies Accountable Act, and the possibility of financial instability affecting shares' value. The company's offering proceeds are intended for business expansion, though the company does not anticipate paying dividends in the near future. The document outlines the competitive strengths and growth strategies of the company's operating entity, which sells baby skincare products and toiletries. It also addresses the impact of past COVID-19 disruptions on the business and outlines the operational outlook moving forward.
Additional details:
Address: No.1 Pengda Road, Hunan Town, Changle District Fuzhou City, Fujian Province, The People’s Republic of China 350212
Telephone Number: +86-183-5916-6777
Underwriter: AC Sunshine Securities LLC
Initial Public Offering Price: $5.00
Total Without Over Allotment Option: $10,000,000
Total With Over Allotment Option: $11,500,000
Underwriter Discounts: $0.35
Proceeds To Company Before Expenses: $4.65
Expected Total Cash Expenses: $200,000
Audit Firm: HTL International, LLC
Symbol: BBCH
Form Type: F-1/A
Filing Date: 2025-04-17
Corporate Action: Ipo
Type: New
Accession Number: 000110465925035819
Filing Summary: Blue-Touch Holdings Group Co., Ltd., a Cayman Islands holding company, is conducting an initial public offering (IPO) of 2,000,000 ordinary shares under a firm commitment arrangement through AC Sunshine Securities LLC. The anticipated price range for the offering is set between $4.00 and $6.00 per share, with an initial assumed price of $5.00 per share. The company has not previously had public market offerings, and through this IPO, it aims to raise between $10 million and $11.5 million, depending on any over-allotment options exercised by the underwriter. The company operates primarily through its wholly-owned subsidiary, Fujian Blue-Touch Technology Co., Ltd., and focuses on baby skincare products and toiletries. The company has achieved a revenue growth rate of approximately 20.12% from fiscal years 2023 to 2024, along with a 26.45% growth in net income. The company's operational structure involves risks due to its reliance on Chinese laws and regulations regarding foreign investments, especially in light of recent increased regulatory scrutiny within China and the implications of the Holding Foreign Companies Accountable Act (HFCA Act). Should the shares be prohibited from trading under the HFCA Act, it could result in a delisting from U.S. exchanges. The company also indicated an absence of dividend payments in the foreseeable future and seeks to maintain earnings to finance business operations.
Additional details:
Approximate Date Of Commencement Of Proposed Sale: Promptly after the effective date of this registration statement
Total Ordinary Shares Offered: 2,000,000
Initial Public Offering Price Range: $4.00 to $6.00
Listed Symbol: BBCH
Underwriter: AC Sunshine Securities LLC
Expected Proceeds Before Expenses: $9,300,000
Form Type: F-1/A
Filing Date: 2025-04-04
Corporate Action: Ipo
Type: New
Accession Number: 000110465925032133
Filing Summary: Blue-Touch Holdings Group Co., Ltd is conducting an initial public offering (IPO) of its ordinary shares, with 2,000,000 shares being offered at an estimated price between $4.00 to $6.00 each. The offering is underwritten by AC Sunshine Securities LLC on a firm commitment basis. The company is a holding entity based in the Cayman Islands with operations primarily conducted through its wholly owned subsidiary in China, Fujian Blue-Touch Technology Co., Ltd., which specializes in baby skincare products and household cleaning items. The company has reported revenue growth in recent fiscal years, with revenues of approximately $11.6 million in 2024. It faces potential risks associated with Chinese regulatory actions and the potential impact under the Holding Foreign Companies Accountable Act regarding U.S. auditing rules. The company is classified as an emerging growth company and aims to become a leading provider of baby skincare products in China. Risks related to operations in China and market regulations are emphasized, along with the importance of its relationships with manufacturers and distributors. The effective date of this registration statement is expected shortly after filing with the SEC.
Additional details:
Cayman Islands Incorporation Date: 2021-09-27
Ordinary Share Par Value: US$0.0005
Offering Size: 2,000,000 shares
Initial Public Offering Price Range: $4.00 to $6.00
Underwriter: AC Sunshine Securities LLC
Projected Gross Proceeds: $10,000,000
Proceeds Per Share: $4.65
Expected Total Cash Expenses: $200,000
Form Type: F-1/A
Filing Date: 2025-02-21
Corporate Action: Ipo
Type: New
Accession Number: 000110465925016003
Filing Summary: Blue-Touch Holdings Group Co., Ltd is conducting an initial public offering (IPO) of 2,000,000 Ordinary Shares at an expected price range of $4.00 to $6.00 per share, with the midpoint assumed at $5.00. The offering is underwritten by AC Sunshine Securities LLC and is based on a firm commitment where the underwriter must purchase all offered shares. The company is a holding entity incorporated in the Cayman Islands and operates primarily through its subsidiary in China, with no material operations conducted directly by the holding company itself. There is a significant focus on the company's organizational structure, which poses risks related to operations in China, including regulatory and operational challenges. The company has reserved the symbol 'BBCH' for listing on the Nasdaq, pending approval. The prospectus warns of potential risks, including the possibility of trading being prohibited under the Holding Foreign Companies Accountable Act if regulatory compliance issues arise in the future. Financial performance indicates company revenue growth and net income increase, highlighting its strategic efforts in product innovation and market expansion. The prospectus outlines risks investors should consider, such as the lack of dividends distribution and potential regulatory risks in China.
Additional details:
Address: No.1 Pengda Road, Hunan Town, Changle District Fuzhou City, Fujian Province The People’s Republic of China 350212
Phone Number: +86-183-5916-6777
Company Structure: Holding company incorporated in the Cayman Islands
Operations: Conducting business through Fujian Blue-Touch Technology Co., Ltd in China
Financial Data: [{"period":"Six months ended June 30, 2024","revenue":"$5,281,386","net_income":"$758,196"},{"period":"Six months ended June 30, 2023","revenue":"$4,877,392","net_income":"$727,194"},{"period":"Fiscal year ended December 31, 2023","revenue":"$9,656,105","net_income":"$1,354,341"},{"period":"Fiscal year ended December 31, 2022","revenue":"$8,265,451","net_income":"$1,111,133"}]
Form Type: F-1/A
Filing Date: 2025-02-14
Corporate Action: Ipo
Type: New
Accession Number: 000110465925013114
Filing Summary: Blue-Touch Holdings Group Co., Ltd, a Cayman Islands holding company, is conducting an initial public offering (IPO) of its ordinary shares, with 2,000,000 shares being offered at an expected price range of $4.00 to $6.00 per share. The Company is engaging underwriters on a firm commitment basis and intends to list its shares on the Nasdaq under the symbol 'BBCH'. The Company primarily operates through a subsidiary, Fujian Blue-Touch Technology Co., Ltd, in China, which specializes in baby skincare products and toiletries. The operations of the Company and its value face regulatory complexities due to the Chinese government's recent actions related to businesses listed overseas. Historical revenue growth for the Company shows significant increases in both revenue and net income in recent fiscal years. The Company highlights various risks associated with operating as a foreign entity in China, including potential impacts of U.S. legislative actions and financial regulatory risks, as well as challenges posed by the COVID-19 pandemic.
Additional details:
Emerging Growth Company: 1
Total Shares Offered: 2000000
Expected Price Range: $4.00 to $6.00
Initial Public Offering Price: $5.00
Total Without Over Allotment Option: $10000000
Total With Over Allotment Option: $11500000
Underwriters Discounts: $700000
Proceeds Before Expenses: $9300000
Underwriter: AC Sunshine Securities LLC
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