IPO - Cre8 Enterprise Ltd

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Form Type: F-1/A

Filing Date: 2025-03-03

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025019184

Filing Summary: This filing is an Amendment No. 8 to the registration statement for Cre8 Enterprise Limited, which is being filed under the Securities Act of 1933. The document outlines the registration of securities, notes the commencement of a public sale, and details the structure and agreements related to the underwriting of these securities. The amendment specifically includes filing of Exhibits 15.1 and 23.1, along with an updated exhibit index. Notably, the recent organizational activities included the issuance of Class A and Class B ordinary shares and a share split strategy to maximize the authorized shares available for future issuance. The document indicates that Cre8 Enterprise is classified as an emerging growth company and includes provisions for indemnification of its directors and officers. Indemnification details cover expenses incurred in legal proceedings linked to their roles within the company. The document further discusses the underlying agreements that provide for this indemnification. The registration statement is expected to become effective upon the filing of a further amendment or as determined by the SEC.

Document Link: View Document

Additional details:

Approximate Date Of Commencement: As soon as practicable after the effective date of this Registration Statement


Share Split Details: Each Class A and Class B ordinary share was subdivided into 1,800 shares, resulting in an authorization for up to 360,000,000 shares total.


Founding Transactions Date: 2023-12-04


Founding Transactions Class A Shares Issued: 10,000


Recent Sales Class B Shares Issued: 2,500


Recent Sales To Entity: Cre8 Investment Limited


Recent Sales Amount Of Transferred Shares: 5,000,000


Date Of Share Split: 2024-08-13


Total Authorized Class A Shares: 324,000,000


Total Authorized Class B Shares: 36,000,000


Form Type: F-1/A

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: New

Accession Number: 000121390025009207

Filing Summary: Cre8 Enterprise Limited is filing an amendment to its registration statement on Form F-1 to register for an initial public offering of 1,525,000 Class A Ordinary Shares. The anticipated offering price is between US$4.00 and US$5.00 per share. This offering is contingent upon the successful listing of its shares on the Nasdaq Capital Market, for which an application has been submitted. The dual-class share structure allows for differing voting rights, with Class B shares holding significantly more voting power. Following the offering, Cre8 Investments Limited will retain about 88.05% of the voting power, resulting in a concentration of control. The document emphasizes the risks associated with being a holding company based in the British Virgin Islands (BVI) with operations primarily in Hong Kong, and notes that regulatory scrutiny from PRC authorities could impact business operations and share value. Despite this, Cre8 BVI asserts that its current business structure is compliant with applicable laws and does not require regulatory approvals from PRC authorities for the offering. Investors should be aware of the risks related to cybersecurity and the changing legal landscape in Hong Kong and mainland China, which may affect the company’s ability to operate and maintain its public listing.

Document Link: View Document

Additional details:

Class A Shares Offered: 1,525,000


Offering Price Range: US$4.00 - US$5.00


Controlling Shareholder: Cre8 Investments Limited


Percentage Control After Offering: 88.05%


Symbol Reserved: CRE


Operating Subsidiary Name: Cre8 (Greater China) Limited


Country Of Incorporation: British Virgin Islands


Primary Operating Region: Hong Kong


Form Type: F-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025004905

Filing Summary: Cre8 Enterprise Limited filed Amendment No. 6 to its Registration Statement on Form F-1 on January 21, 2025. This amendment aims to include Exhibits 15.1 and 23.1, as well as an updated exhibit index. There are no changes to the provisions of the prospectus that are part of the filing. Cre8 Enterprise Limited, incorporated in the British Virgin Islands, intends to sell its securities as soon as practicable following the effective date of the registration statement. The registrant claims to be an emerging growth company under Rule 405 of the Securities Act of 1933, and it has included recently completed transactions such as the issuance of shares during its incorporation and the reorganization involving its subsidiary, Cre8 (Greater China) Limited. The filing highlights the indemnification of directors and offers details regarding recent sales of unregistered securities, share splits, and other corporate governance matters, in compliance with the Securities Act regulations.

Document Link: View Document

Additional details:

Indemnification Of Directors And Officers: The company may indemnify directors and officers against expenses and judgments incurred in legal proceedings, provided they acted honestly and in good faith.


Recent Sales Of Unregistered Securities: The company issued 10,000 Class A Ordinary Shares to 15 founding shareholders upon incorporation on December 4, 2023. It also completed restructuring via the issuance of Class B Ordinary Shares.


Share Split: A subdivision of share classes occurred on August 13, 2024, resulting in a maximum of 360,000,000 shares, with adjustments shown in the prospectus.


Exhibits Filed: Exhibits include agreements, opinions on tax matters, and various policies such as the Code of Business Conduct and Ethics.


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