IPO - Primega Group Holdings Ltd

Form Type: F-1

Filing Date: 2025-03-14

Corporate Action: Ipo

Type: New

Accession Number: 000149315225010423

Filing Summary: Primega Group Holdings Limited, incorporated in the Cayman Islands, has filed a registration statement for an initial public offering of up to 13,464,000 ordinary shares with a par value of US$0.00005. The offering is being made by a Selling Shareholder and the company may be classified as an emerging growth company. The shares will be traded on the Nasdaq under the symbol 'PGHL'. The offer may start as soon as the registration statement is effective. This prospectus highlights risks associated with the investment, including regulatory uncertainties stemming from PRC laws, particularly in relation to operations in Hong Kong and the potential impact of U.S. regulations such as the Holding Foreign Companies Accountable Act. The Selling Shareholder has significant control, holding 67.58% of voting power, affecting corporate governance and shareholder rights. Financial details indicate that Primega Construction, the operating subsidiary, has been generating significant revenue mainly through soil and rock transportation services, which is critical for the company’s financial health.

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Form Type: DRS

Filing Date: 2025-02-27

Corporate Action: Ipo

Type: New

Accession Number: 000149315225008434

Filing Summary: Primega Group Holdings Limited, incorporated in the Cayman Islands, is initiating a public offering through the registration of up to 13,464,000 ordinary shares. The shares are to be offered by a selling shareholder, who may sell them publicly or through private transactions at prevailing market prices. The company conducted its operations in Hong Kong primarily through its subsidiary, Primega Construction Engineering Co. Limited, which focuses on transportation services in the construction sector. The offering represents a significant step for the company as it seeks to go public, following the provisions of the Jumpstart Our Business Startups Act of 2012. The registration statement, filed confidentially with the U.S. Securities and Exchange Commission, is part of their preparations to facilitate an effective sale process once the registration is declared effective. The document discusses implications related to PRC regulatory risks, potential restrictions, and the legal structure under which the company operates, emphasizing the speculative nature of the investment. The company highlights the controlled status due to its major shareholder, who possesses roughly 67.58% of voting power, and informs investors about the operational limitations imposed by its holding company structure.

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