IPO - Luda Technology Group Ltd

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Form Type: F-1/A

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025015087

Filing Summary: This amendment is filed to include exhibit 23.1 and exhibit 99.7, along with a restated exhibit index within the amendment to the registration statement on Form F-1. No revisions were made to the previously filed prospectus from Amendment No. 2. The filing signifies the company's intent to register shares for public sale after the effectiveness of this registration statement. Luda Technology Group Limited has clarified that they are classified as an emerging growth company, and their articles of association will allow for indemnification of directors and officers within legal boundaries. Recent sales of unregistered securities included the issuance of shares to Diamond Horses Group Limited during the company's reorganization on August 14, 2023, and a share split that occurred on December 19, 2023. The company also noted that these transactions followed Regulation S and Section 4(a)(2) of the Securities Act, addressing that no public offering was involved.

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Additional details:

Address: Unit H, 13/F, Kaiser Estate Phase 2, 47-53 Man Yue Street, Hung Hom, Kowloon, Hong Kong


Phone Number: +852 2994 8774


Agent Name: Cogency Global Inc.


Agent Address: 122 East 42nd Street, 18th Floor, New York, NY 10168


Agent Phone Number: +1 800-221-0102


Emerging Growth Company: Yes


Shareholder Number Of Shares Owned: 20,000,000


Shareholder Percentage Of Shares Owned: 100%


Form Type: F-1/A

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003366

Filing Summary: Luda Technology Group Limited is conducting an initial public offering (IPO) of 2,500,000 ordinary shares with a par value of HK$0.25 (equivalent to US$0.03) per share, at an initial offering price of US$4.00 per share. The shares will be listed on the NYSE American under the symbol 'LUD'. The underwriters are obligated to purchase the shares on a firm commitment basis, with a payment of underwriting commissions equal to 7.0% of gross proceeds. Upon completion of the offering, Luda will be a controlled company, with its controlling shareholders owning 88.89% of the total shares and voting power. Luda Technology Group Limited operates as a holding company based in the Cayman Islands, with its operations primarily in mainland China and Hong Kong through its subsidiaries. The company is classified as an emerging growth company and faces certain risks associated with its structure and the regulatory environment in China, which may impact its operations and the value of its shares. The registration statement was filed with the U.S. Securities and Exchange Commission on January 14, 2025, and an approval for listing from NYSE American is pending. The offering is imperative for raising necessary capital, and the company indicates that cash transferred among its subsidiaries could be affected by government regulations in the region regarding capital flow.

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Additional details:

Ordinary Shares Offered: 2500000


Initial Public Offering Price: 4.00


Symbol: LUD


Controlling Shareholders Percentage: 88.89


Underwriting Commissions Percentage: 7.0


Registered Office: Unit H, 13/F, Kaiser Estate Phase, 247-53 Man Yue Street, Hung Hom, Kowloon, Hong Kong


Agent For Service Name: Cogency Global Inc.


Agent For Service Address: 122 East 42nd Street, 18th Floor, New York, NY 10168


Form Type: F-1/A

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111741

Filing Summary: Luda Technology Group Limited has filed Amendment No. 1 to its Form F-1 registration statement with the SEC on December 23, 2024, in connection with its initial public offering (IPO) of 2,500,000 ordinary shares at an offering price of $4.00 per share. The company aims to list its shares on the NYSE American under the symbol 'LUD'. The registration statement is a crucial step for the proposed sale to the public and is subject to SEC effectiveness. The company's structure includes being an offshore holding company based in the Cayman Islands, with operations in mainland China and Hong Kong. There are significant risks associated with their corporate structure, particularly regarding PRC regulatory compliance. The filing indicates that the offering will be on a firm commitment basis, but the closing is contingent on NYSE American's approval of their application. The document details several important regulatory considerations and potential risks affecting the company's ability to trade in the U.S., including implications related to auditor inspections and compliance with U.S. securities laws. Additionally, the firm's controlling shareholders are set to retain a substantial majority of ownership post-offering, indicating a controlled company status. Risks regarding foreign investment regulations and the potential inability to transfer cash across jurisdictions are also highlighted, suggesting underlying complexities in their operational framework. Overall, the filing outlines key financial and operational frameworks necessary for the IPO process.

Document Link: View Document

Additional details:

Ordinary Shares Offered: 2500000


Initial Public Offering Price: 4


Proceeds To Company: 10695000


Underwriting Discount: 0.07


Warrants For Underwriters: 143750


Auditor: ZH CPA, LLC


Emerging Growth Company: 1


Underwriters Option: 0.15


Substantial Ownership Post Offering: 88.89


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