IPO - Park Ha Biological Technology Co., Ltd.

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Form Type: 424B4

Filing Date: 2024-12-27

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113086

Filing Summary: Park Ha Biological Technology Co., Ltd. is conducting an initial public offering (IPO) of 1,200,000 ordinary shares at an offering price of $4.00 per share. The shares are being issued by Park Ha Cayman, a holding company incorporated in the Cayman Islands, which controls three operating subsidiaries based in China: Jiangsu Park Ha Biological Technology Co., Ltd., Shanghai Park Ha Industrial Development Co., Ltd., and Wuxi Xinzhan Enterprise Management Consulting Co., Ltd. This offering is structured as a firm commitment basis, meaning underwriters Dawson James Securities, Inc. and D. Boral Capital LLC will purchase shares and resell them to the public. The company anticipates total proceeds of approximately $4,464,000 before expenses and underwriting discounts. As of now, there is no public market for these shares. Investors must understand that they are purchasing shares in a holding company that does not itself conduct operations but relies on its subsidiaries for cash flow. The offering price per share and the total number of shares to be offered were determined based on market conditions, and the underwriters have an over-allotment option to purchase an additional 180,000 shares.

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Additional details:

Share Price: 4.00


Total Shares Offered: 1200000


Total Proceeds Before Expenses: 4464000


Underwriting Discount Percentage: 7


Underwriters: Dawson James Securities, Inc. and D. Boral Capital LLC


Effective Date Of Prospectus: 2024-12-26


Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111066

Filing Summary: Park Ha Biological Technology Co., Ltd. submitted a request to the U.S. Securities and Exchange Commission for the acceleration of the effectiveness of its Registration Statement on Form F-1, as amended, related to a proposed public offering of securities. The company seeks for the registration to become effective at 4:30 p.m. Eastern Time on December 20, 2024, or as soon thereafter as practicable. This request is in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, indicating the company's readiness and awareness of its responsibilities under the Securities Act concerning the upcoming public offering.

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Additional details:

Registration Statement File No: 333-281783


Request Type: acceleration


Requested Effective Time: 2024-12-20T16:30:00-05:00


Ceo Name: Xiaoqiu Zhang


Ceo Title: Chief Executive Officer and Director


Address: 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province, People's Republic of China, 214000


Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111070

Filing Summary: Park Ha Biological Technology Co., Ltd. has requested the acceleration of the effective date of its Registration Statement on Form F-1, aiming for it to become effective at 4:30 p.m., Eastern Time, on December 20, 2024. Dawson James Securities Inc. is acting as the representative for the underwriters in this process. The company confirms compliance with the relevant SEC regulations in relation to the distribution of the preliminary prospectus dated October 9, 2024.

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Additional details:

Registration Statement File No: 333 - 281783


Preliminary Prospectus Date: 2024-10-09


Request For Effectiveness Time: 2024-12-20T16:30:00-05:00


Form Type: DRSLTR

Filing Date: 2024-05-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390024041794

Filing Summary: This document pertains to a draft registration statement on Form F-1 submitted by Park Ha Biological Technology Co., Ltd. in response to comments from the U.S. Securities and Exchange Commission (SEC). The letter details the company's operational risks, specifically associated with conducting business predominantly in China, and clarifies revisions made to disclosures regarding financial transfers and cash flows within the company structure. It outlines legal and operational risks faced by the company due to the current geopolitical climate, particularly regulatory changes that could affect their operations and ability to attract investors. The summary also discusses the company's products categorized under ordinary cosmetics, indicating no requirement for medical authority approval for their sales in China, and provides an overview of their franchise model, including the recent decrease in the number of franchises. Furthermore, it addresses risks tied to the company's significant shareholder structure and the implications of a high concentration of purchases from a limited number of suppliers.

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Additional details:

Cik No: 0001986247


Draft Submission Date: 2023-12-29


Risk Related To Ops: Legal and operational risks associated with business operations in China


Internal Transfers: No transfers, dividends, or distributions have been made to date between Park Ha Cayman and its subsidiaries


Franchise Count: 49 franchises at end of 2022, decreased to 40 at end of 2023


Product Category: ordinary cosmetics


Nmpa Approval Required: No medical authority approval required for ordinary cosmetics


Third Party Product: whitening and freckle removing freeze-dried powder registered by Guangzhou Axina Cosmetics Manufacturing Co., Ltd.


Cash Location: Located in China


Largest Shareholder: Ms. Zhang Xiaoqiu owns more than 50% of voting power, potential interests misalignment with other shareholders


Supplier Dependence: Dependent on a small number of suppliers, implications discussed in risk factors


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