IPO - Roma Green Finance Ltd

Form Type: F-1/A

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000164117225000129

Filing Summary: Roma Green Finance Ltd is offering up to 44,000,000 ordinary shares and 33,000,000 common warrants as part of its initial public offering (IPO). The offering is structured as a self-directed best efforts offering with a proposed public offering price of $0.60 per ordinary share, which aligns with the last known sale price on the Nasdaq Capital Market. The ordinary shares are par value $0.001. The company is categorized as an emerging growth and foreign private issuer, thus qualifying for reduced reporting requirements. It emphasizes its operations through subsidiaries in Hong Kong and Singapore, clarifying that it has no substantial PRC operations to avoid regulatory complications from Chinese authorities regarding overseas listing. There are significant legal and operational risks associated with conducting business in Hong Kong, and any regulatory changes could adversely impact the company's ability to offer securities. Moreover, the company stresses the absence of a structured market for common warrants, which could restrict their liquidity. The initial offering is not contingent on a minimum amount of shares sold, potentially leading to inadequate funding for corporate objectives, further exacerbated by the lack of an escrow account for investor funds. Following this offering, the control dynamics of the company will shift, as the primary shareholder holds a reduced percentage of voting power which may impact future governance. Investing in the offered securities presents considerable risks that investors must take into account before proceeding, including the possibility of total investment loss. The most recent financial activities indicate a volatile share price range since listing, with no current plans for dividend distribution.

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