IPO - Cre8 Enterprise Ltd

Form Type: POS AM

Filing Date: 2025-05-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390025047137

Filing Summary: Cre8 Enterprise Limited is registering for an initial public offering (IPO) comprising 1,450,000 Class A Ordinary Shares priced between $4.00 and $5.00 per share. The offering is contingent upon Cre8 BVI obtaining listing approval from the Nasdaq Capital Market. The company is structured with dual-class shares: Class A, with one vote per share, and Class B, with twenty votes per share. Following the offering, Cre8 Investments Limited will control approximately 88.11% of the voting power. The offering carries risks including investor exposure to a BVI holding company rather than an operating entity in Hong Kong, potential regulatory scrutiny from the PRC, and uncertainties surrounding compliance with U.S. regulations, including the Holding Foreign Companies Accountable Act. There are unique risks associated with operating primarily in Hong Kong with minimal operations in Mainland China. Overall, the document emphasizes the potential challenges and regulatory risks that may impact the company after the IPO.

Form Type: CORRESP

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003247

Filing Summary: Cre8 Enterprise Limited submitted a request for acceleration of the effectiveness of their Registration Statement on Form F-1, as amended, in order to allow the Registration Statement to become effective on March 31, 2025, at 4:30 p.m. Eastern Time. This request aligns with the company's intent to proceed with a proposed public offering of securities as outlined in the Registration Statement, confirming their understanding of obligations under the Securities Act.

Form Type: CORRESP

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003249

Filing Summary: Cre8 Enterprise Limited filed a request to accelerate the effective date of its Registration Statement on Form F-1, filed under File No. 333-281629. The company requests the registration become effective on March 31, 2025, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable. This action is taken in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933. The company has also noted its compliance with Rule 15c2-8 of the Securities Exchange Act of 1934 regarding the distribution of the preliminary prospectus to underwriters or dealers anticipated to participate in the distribution of the securities.

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.

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.

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.

Form Type: DRSLTR

Filing Date: 2024-03-13

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024021969

Filing Summary: This document is a letter submitted by Cre8 Enterprise Limited in response to comments from the U.S. Securities and Exchange Commission regarding Amendment No. 1 to their Draft Registration Statement on Form F-1. The company has updated its registration statement based on the SEC staff's comments dated March 5, 2024. Key revisions include additional details about expected contract sizes and delays in revenue recognition for FY2023 and an updated legal opinion from their Hong Kong counsel TC & Co. and barrister Jeremy Cheung. The document aims to clarify and address concerns raised by the SEC staff regarding financial disclosures and legal representation.