IPO - Hong Kong Pharma Digital Technology Holdings Ltd

Form Type: 424B4

Filing Date: 2025-01-15

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003870

Filing Summary: Hong Kong Pharma Digital Technology Holdings Limited is executing its initial public offering (IPO) of 1,403,685 ordinary shares, with 1,000,000 shares being offered by the company itself and 403,685 shares offered by selling shareholders. The offering price is set at $4.00 per share, totaling approximately $5.61 million. Following the offering, it is expected that the ordinary shares will be listed on Nasdaq under the symbol 'HKPD'. The company's structure is as a Cayman Islands holding company, conducting operations through its wholly-owned Hong Kong subsidiaries. The company anticipates net proceeds to be approximately $3.72 million after underwriting discounts. There are no prior public markets for these shares and, as such, the document states that potential investors are advised to consider the associated risks, including governance control by major shareholders and regulatory compliance in their operational jurisdictions.

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Form Type: 8-A12B

Filing Date: 2025-01-08

Corporate Action: Ipo

Type: New

Accession Number: 000121390025001906

Filing Summary: Hong Kong Pharma Digital Technology Holdings Limited filed Form 8-A12B for the registration of certain classes of securities, specifically ordinary shares with a par value of US$0.001 per share. This registration is pursuant to Section 12(b) of the Securities Exchange Act of 1934 and relates to their upcoming initial public offering (IPO). The company is incorporated in the Cayman Islands and its principal executive offices are located in Kowloon, Hong Kong. The ordinary shares are set to be listed on The Nasdaq Stock Market LLC. The filing references a previous Registration Statement on Form F-1 (File No. 333-282876) filed on October 29, 2024, which includes a description of the share capital.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111137

Filing Summary: Hong Kong Pharma Digital Technology Holdings Limited requests the acceleration of the effectiveness of its Registration Statement on Form F-1, File No. 333-282876, to be effective at 4:30 p.m. Eastern Time on December 20, 2024, or as soon thereafter as practicable. The company acknowledges that the underwriters' representatives have also joined in this request in a separate letter filed with the SEC on the same day.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111138

Filing Summary: Bancroft Capital, LLC has submitted a request to the U.S. Securities and Exchange Commission (SEC) for the acceleration of the effectiveness of the registration statement on Form F-1 for Hong Kong Pharma Digital Technology Holdings Limited. The request is aimed to have the registration statement become effective at 4:30 p.m. Eastern Time on December 20, 2024, or as soon as practicable thereafter. This action indicates that the company is moving forward with its initial public offering (IPO) plans. The underwriters intend to distribute copies of the preliminary prospectus dated December 10, 2024, to ensure adequate distribution among buyers and market participants. Furthermore, Bancroft Capital confirms compliance with the relevant regulatory requirements under the Securities Exchange Act of 1934.

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Form Type: CORRESP

Filing Date: 2024-12-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024107286

Filing Summary: Hong Kong Pharma Digital Technology Holdings Ltd submitted Amendment No. 3 to their Registration Statement on Form F-1 in response to comments from the U.S. Securities and Exchange Commission. The letter outlines the Company’s revisions to the disclosure regarding its controlling stockholder, Mr. Lap Sun Wong, stating that he will have significant control over major corporate decisions. The Company also addressed a comment about a new facility lease, indicating that they have updated their registration statement to include material terms of this agreement and filed it as an exhibit. Key updates about corporate governance and business changes have been made to enhance transparency regarding major corporate transactions, including mergers and changes in control.

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Form Type: CORRESP

Filing Date: 2024-11-20

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024100675

Filing Summary: Hong Kong Pharma Digital Technology Holdings Ltd submitted responses to the U.S. Securities and Exchange Commission regarding comments on their registration statement on Form F-1. The responses address concerns about the pro forma net tangible book value, which was revised from $4,178,515 to $5,438,590 as of March 31, 2024 after accounting for various financial changes. The company provided a breakdown of the calculations leading to this new figure. Additionally, the company disclosed that Mr. Lap Sun Wong, the CEO and founder, is the only selling shareholder who has held a material relationship with the Company in the last three years, as required by the SEC regulations. This submission is part of the amendment process for their IPO.

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Form Type: DRSLTR

Filing Date: 2024-09-23

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024080987

Filing Summary: Hong Kong Pharma Digital Technology Holdings Ltd submitted its responses to comments from the U.S. Securities and Exchange Commission regarding Amendment No. 3 to its Draft Registration Statement on Form F-1, submitted on August 22, 2024. The responses included clarifications on their debt calculations, specifically on how loans from related parties are treated in their total debt assessment. They argued that related party loans are not classified as debt due to being interest-free and without a maturity date. The company also adjusted its historical net tangible book value to exclude deferred IPO costs as requested by the Staff. This communication coincides with the submission of Amendment No. 4 to the Draft Registration Statement via EDGAR. The letter serves to address the SEC's feedback and move forward with the IPO process.

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Form Type: DRSLTR

Filing Date: 2024-05-14

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024042860

Filing Summary: On May 14, 2024, Hong Kong Pharma Digital Technology Holdings Ltd responded to comments from the U.S. Securities and Exchange Commission regarding its Draft Registration Statement on Form F-1, initially submitted on March 29, 2024. The company clarified its non-operating status and the implications of its holding company structure, emphasizing that it does not function as a Chinese operating company and addressing concerns over potential regulatory disallowance that could materially affect operations and security values. Additionally, revisions were made to risk factors associated with the transfer of cash and assets, detailing that while currently there are no foreign exchange restrictions, there could be future limitations imposed by the PRC government. Other disclosures amended included clarifications about cash flows between the holding company and its subsidiaries, permissions required from PRC and Hong Kong authorities, and the management's reliance on legal counsel for operational compliance with local laws. The document also outlined a reorganization of control and rights within the company’s ownership structure, further detailing share distributions and implications on shareholder approvals for key decisions.

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