IPO - EPWK Holdings Ltd.

Form Type: 424B4

Filing Date: 2025-02-07

Corporate Action: Ipo

Type: New

Accession Number: 000157587225000132

Filing Summary: EPWK Holdings Ltd. is offering 2,500,000 Class A Ordinary Shares for resale by selling shareholders, with no proceeds going to the company. This marks the company’s initial public offering (IPO) on NASDAQ under the ticker 'EPWK' at a price of $4.10 per share. The IPO aims to establish a public market for its Class A Ordinary Shares. The offering has been structured through a variable interest entity (VIE) arrangement due to PRC legal restrictions on foreign ownership, creating unique risks for investors. There is no established market for their shares prior to this offering, and previous approval for listing on NASDAQ has been obtained. The registration statement's effectiveness began on February 3, 2025, as part of compliance with the new Chinese regulations requiring filing with the CSRC for overseas listings. The structure of the VIE and its associated contractual agreements pose potential risks to foreign investments and operational control, as EPWK does not directly own equity in the VIE. Investors are cautioned about the speculative nature of the offering and regulatory risks associated with PRC laws governing foreign investments. The management emphasized the absence of immediate plans for dividend distributions, while highlighting the lack of cash transfers between the parent company and its subsidiaries, reflecting a conservative approach to financial management during this IPO process.

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Form Type: F-1/A

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: Update

Accession Number: 000157587225000108

Filing Summary: EPWK Holdings Ltd. has filed Amendment No. 11 to its Registration Statement on Form F-1 under the Securities Act of 1933 to incorporate certain exhibits related to its initial public offering (IPO). The registration statement seeks to sell securities to the public promptly after its effectiveness. The document indicates that the company qualifies as an emerging growth company and has opted out of using the extended transition period for complying with new accounting standards. The indemnification provisions for directors and officers are described in accordance with Cayman Islands law, which allows for indemnification except in cases of civil fraud or criminal conduct. The filing also details certain recent unregistered sales of securities that were made in compliance with Regulation S, exempting them from registration requirements. Various legal opinions and agreements related to the offering have been included as exhibits. The amendment does not change any substantive portions of the preliminary prospectus.

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Form Type: CORRESP

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: New

Accession Number: 000157587225000110

Filing Summary: EPWK Holdings Ltd. has requested the acceleration of the effectiveness of its Registration Statement on Form F-1, as amended, initially filed on February 9, 2023. The effective date is requested to be set for February 3, 2025, at 4:00 p.m. Eastern Time. The letter includes acknowledgments regarding the Commission's authority and the Company's responsibility for the adequacy of the disclosures made. For further inquiries, Fang Liu from VCL Law LLP is designated as the outside counsel for the Company.

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Form Type: CORRESP

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: New

Accession Number: 000157587225000112

Filing Summary: EPWK Holdings Ltd. filed a request to the Securities and Exchange Commission to accelerate the effective date of its Registration Statement on Form F-1, as amended, which is associated with an initial public offering (IPO). The company seeks to have the registration become effective at 4:00 p.m. Eastern Time on February 3, 2025, or as soon thereafter as practicable. The filing indicates compliance with necessary regulations and an intention to distribute copies of the preliminary prospectus to underwriters or dealers anticipated to participate in the securities distribution. The correspondence was signed by Xiaoyu Li, Chief Executive Officer of Cathay Securities, Inc., which is involved in the matter.

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Form Type: CORRESP

Filing Date: 2024-11-15

Corporate Action: Ipo

Type: Update

Accession Number: 000157587224001174

Filing Summary: EPWK Holdings Ltd. submitted a letter to the Securities and Exchange Commission (SEC) on November 15, 2024, in response to comments from the SEC staff regarding their Registration Statement on Form F-1. This letter is an amendment (Amendment No. 9) to the Registration Statement initially filed on October 24, 2024. The Company has addressed comments related to related party transactions and disclosure requirements, and has ensured that the disclosure is updated through the date of the new amendment. The letter also corrects prior statements regarding the timing of sales of Ordinary Shares related to the public offering. The Company is working toward the completion of its initial public offering, and the updated prospectus clarifies that sales of the shares will only occur once the IPO closes. This update is essential for complying with SEC regulations and maintaining transparency during the IPO process.

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