IPO - Epsium Enterprise Ltd

Form Type: 20-F

Filing Date: 2025-04-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390025037751

Filing Summary: Epsium Enterprise Limited is a holding company incorporated in the British Virgin Islands, primarily engaging in operations through its Macau subsidiary, Companhia de Comercio Luz Limitada (Luz), which specializes in the import and wholesale of premium alcoholic beverages. The company reported a total of 12,000,534 ordinary shares outstanding as of December 31, 2024. A significant development is the completion of the company's IPO process, with the registration statement on Form F-1 filed on December 29, 2023, declared effective by the SEC on March 25, 2025. During the fiscal year, the company engaged in multiple cash transfers between the holding companies and subsidiaries to cover expenses associated with the IPO, totaling hundreds of thousands of dollars. The report outlines financial management strategies, emphasizing their reliance on dividends from the operating entity to meet financial obligations. The company highlighted its status as an emerging growth company and discussed compliance with U.S. GAAP in its financial statements. No dividends or distributions to shareholders have occurred to date, and future dividends will depend on the board of directors' discretion with respect to financial conditions and applicable laws.

Form Type: CORRESP

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000101376225000899

Filing Summary: Epsium Enterprise Ltd is requesting the acceleration of the effective date of its Registration Statement on Form F-1, filed under File No. 333-276313. The request is made pursuant to Rule 461 under the Securities Act of 1933, aiming for the Registration Statement to become effective on March 25, 2025, at 4:00 p.m. Eastern Time. The underwriter, D. Boral Capital, confirms awareness of its obligations under the Securities Act and states that it will ensure adequate distribution of the preliminary prospectus to participating underwriters.

Form Type: F-1/A

Filing Date: 2025-03-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025022204

Filing Summary: Amendment No. 10 to Form F-1 reflects changes regarding the underwriting agreement for the initial public offering (IPO) of Epsium Enterprise Limited. The document indicates that D. Boral Capital LLC will act as the lead underwriter and Benjamin Securities, Inc. has been removed from the underwriting team. The offering involves 1,250,000 Ordinary Shares of the company, with an expected price range of $4.00 to $5.00 per share. The IPO is contingent upon listing on the Nasdaq Capital Market. The document contains details on two prospectuses: a Public Offering Prospectus and a Resale Prospectus, the latter for certain selling shareholders. It outlines the risks related to doing business in Macau and the regulatory environment in China, which could impact the company's future operations and public offering. Additionally, it discusses the company's structure involving subsidiaries in the British Virgin Islands, Hong Kong, and Macau, and the implications of the Holding Foreign Companies Accountable Act on the company's ability to trade in the U.S. market.

Form Type: F-1/A

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025012076

Filing Summary: Epsium Enterprise Limited is filing Amendment No. 9 to its Form F-1 registration statement, reflecting its ongoing initial public offering of 1,250,000 Ordinary Shares. The filing indicates that D. Boral Capital LLC will act as the underwriter, with Benjamin Securities, Inc. as a co-underwriter. This offering aims for a public sale as soon as practicable after the effective date and is contingent upon listing on the Nasdaq. The prospectus includes two parts: the Public Offering Prospectus for the IPO and the Resale Prospectus for shares held by certain shareholders. The company highlights risks associated with its operations in Macau and Hong Kong, including compliance with evolving regulatory landscapes in the PRC.

Form Type: F-1/A

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025009361

Filing Summary: This document represents Amendment No. 8 to the Registration Statement on Form F-1 for EPSIUM ENTERPRISE LIMITED. It adjusts the expected initial public offering price from a range of $5.00 to $7.00 per Ordinary Share to a new range of $4.00 to $5.00 per Ordinary Share. The registration includes two prospectuses: the Public Offering Prospectus for the initial public offering of 1,250,000 Ordinary Shares and the Resale Prospectus for potential resale by certain shareholders of 1,159,534 Ordinary Shares. The offering is contingent upon the listing of the Ordinary Shares on the Nasdaq, and there is no guarantee of approval. The document details the company's structure, noting that Epsium operates through its Macau subsidiary, Luz, which handles all business activities. It addresses the company's compliance with local laws in Macau and Hong Kong, the potential risks of posting regulations in China, and the possibility of unforeseen legal changes affecting operations. Furthermore, it clarifies that no dividends have been distributed to shareholders and outlines the company's intent to reinvest profits into operations instead of paying dividends in the foreseeable future.

Form Type: F-1/A

Filing Date: 2025-01-08

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002056

Filing Summary: Epsium Enterprise Limited has filed Amendment No. 7 to its Form F-1 registration statement, which provides details about its initial public offering of 1,000,000 Ordinary Shares. This amendment includes two prospectuses: the Public Offering Prospectus for the initial offering and the Resale Prospectus for shares sold by certain shareholders. The offering is contingent upon listing on the Nasdaq Capital Market, and the expected initial public offering price is anticipated to be between $5.00 and $7.00 per share. The company operates through its subsidiary, Companhia de Comercio Luz Limitada, based in Macau, and is a British Virgin Islands company. The company emphasizes the potential risks related to its corporate structure, operations in Macau, and regulations affecting foreign investments and listings. The filing also notes the company's intention to not distribute dividends in the foreseeable future, as it seeks to retain earnings for business operations.

Form Type: CORRESP

Filing Date: 2024-09-17

Corporate Action: Ipo

Type: New

Accession Number: 000121390024079540

Filing Summary: Epsium Enterprise Limited filed an amendment to their Registration Statement on Form F-1 in response to comments from the SEC regarding their initial filing from June 25, 2024. The company clarified inconsistencies in disclosures regarding the timely sale of their shares, the relationship between resale and IPO offerings, and underwent multiple revisions to enhance clarity and accuracy of financial and operational details. They addressed specific comments from the SEC on cash transfers, lock-up provisions for directors and officers, total capitalization figures, required legal opinions, and shareholder disclosures. The document highlights their intention to clarify that the resale offering is appropriately characterized as secondary, as the selling shareholders are private investors aiming to liquidate their shares without the company acting as a conduit for the sale. The resale offering involves a total of 1,159,534 ordinary shares being sold by two shareholders, with all revisions being made to comply with SEC guidelines and ensure consistency with public listing requirements for Nasdaq.

Form Type: CORRESP

Filing Date: 2024-01-22

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024005238

Filing Summary: Epsium Enterprise Limited submitted Amendment No. 1 to its Draft Registration Statement on Form F-1 to address comments from the SEC regarding its proposed listing on the Nasdaq Capital Market. The responses include revisions to disclosures concerning operational risks associated with doing business in China, the possibility of shareholder action by written resolution post-IPO, and compliance with Hong Kong and Macau laws. Notably, Epsium asserts that data privacy and anti-monopoly laws in these regions do not currently affect their operations or ability to attract foreign investment.