IPO - CTRL GROUP Ltd

Form Type: 424B4

Filing Date: 2025-01-22

Corporate Action: Ipo

Type: New

Accession Number: 000121390025005354

Filing Summary: CTRL Group Limited is conducting its initial public offering (IPO) by offering 2,000,000 ordinary shares at a price of $4.00 each. An additional 1,750,000 shares are being offered for resale by existing shareholders. Upon the completion of this offering, CTRL Group will have 15,000,000 shares outstanding. The offering is described as a firm commitment basis, meaning the underwriters are fully committed to the sale. The prospectus details the market risks associated with investments in CTRL Group, including the company's operations based in Hong Kong, concerns surrounding regulatory oversight from the People’s Republic of China, and implications of the Holding Foreign Companies Accountable Act (HFCAA). The ordinary shares are expected to be listed on the Nasdaq Capital Market under the symbol 'MCTR'. The prospectus indicates significant risks regarding potential Chinese government interventions that may affect the company's business operations and the value of its shares.

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Form Type: F-1/A

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024113328

Filing Summary: This document is the sixth amendment to the Registration Statement on Form F-1 for CTRL Group Limited, filed with the SEC on December 30, 2024. It includes details on the proposed sale of securities, basic company information, and particulars about its emerging growth company status. The deadline for the sale of registered securities is contingent on the effective date of this registration with the SEC. The amendment primarily aims to include certain exhibits and to further clarify indemnification provisions for directors and officers. The registration statement certifies that the registrant believes it meets all requirements for filing under Form F-1.

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Form Type: CORRESP

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113436

Filing Summary: CTRL Group Limited has filed a request for the acceleration of the effective date of its Registration Statement on Form F-1, which was initially filed on March 15, 2024. The request is made by R.F. Lafferty & Co., Inc. as the representative of underwriters, seeking the effective date to be at 2:00 p.m. on December 31, 2024, or as soon thereafter as practicable. The document also notes that reasonable steps will be taken to ensure the distribution of the preliminary prospectus to relevant parties prior to the requested effective time.

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Form Type: CORRESP

Filing Date: 2024-06-04

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024049666

Filing Summary: CTRL Group Limited is submitting a response to the U.S. Securities and Exchange Commission regarding comments on their Registration Statement on Form F-1, originally filed on May 14, 2024. The Company has amended the registration in response to the comments to include updated disclosures for the fiscal year ended March 31, 2024, pertaining to executive compensation and related party transactions. The letter outlines the details of a resale offering involving shares sold by the controlling shareholder, Mr. Shum Tsz Cheung, to various selling shareholders in February 2024. A total of 1,750,000 shares were sold at $1.00 each, totaling $1,750,000, with individual shareholders acquiring specific numbers of shares. The document critiques the potential classification of this resale as an indirect primary offering and defends the position that the selling shareholders are not acting as underwriters for the company. The response discusses the selling shareholders' intentions, their lack of relationship with the company, and indicates that the company will not receive proceeds from the resale. The company believes that the completion of the offering will facilitate a public market for the shares, while also adjusting the registration to maintain compliance with securities regulations, providing flexibility for shareholders during its initial public offering.

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Form Type: DRSLTR

Filing Date: 2023-11-24

Corporate Action: Ipo

Type: Update

Accession Number: 000121390023089916

Filing Summary: CTRL Group Limited is responding to comments from the Securities and Exchange Commission regarding Amendment No. 4 to their Draft Registration Statement on Form F-1. The amendment was submitted on October 24, 2023, and this letter is a follow-up submission that includes Amendment No. 5. The Company addressed a specific comment concerning the disclosure of related party transactions, ensuring compliance with Item 7.B. of Form 20-F since the beginning of the fiscal year on March 31, 2023. They updated sections on 'Management’s Discussion and Analysis of Financial Condition and Results of Operations' and 'Related Party Transactions' in the Registration Statement, indicating that the provided related party transaction disclosures for the period ending September 30, 2023, are based on unaudited management accounts, with updates expected following the completion of an interim review.

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