IPO - Vittoria Ltd

Form Type: F-1/A

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: Update

Accession Number: 000101376225001422

Filing Summary: Vittoria Limited filed Amendment No. 11 to its Form F-1 registration statement with the SEC on March 24, 2025, to amend the exhibit index and to include exhibit 14.2 and re-file exhibit 23.1. This amendment does not change the previous registration statement other than the explanatory note and revised parts indicated. As an emerging growth company incorporated in BVI, Vittoria aims to sell securities as soon as practicable following the effectiveness of the registration statement. The document includes various financial information, resolutions passed regarding share reallocations and a split, and outlines indemnification terms for its directors and officers under the BVI Companies Act. Recent transactions involved sales and repurchases of ordinary shares, as well as adjustments to share classifications and par values in prior shareholder resolutions. Overall, the document serves to detail organizational changes and proper regulatory compliance as the company moves toward its initial public offering.

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Form Type: F-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: New

Accession Number: 000121390025004923

Filing Summary: Vittoria Limited is conducting an initial public offering of 2,250,000 Class A Ordinary Shares at an estimated price between US$4.00 and US$5.00 per share. This represents 17.48% of the total Class A Ordinary Shares post-offering. Additionally, two existing shareholders are offering 1,500,000 Class A Ordinary Shares as part of the resale process, accounting for approximately 11.65% of the shares post-offering. Following the offering, public shareholders will hold around 29.13% of the Class A Ordinary Shares if the underwriters do not exercise their over-allotment option. The offering is contingent upon the approval of the listing application by the Nasdaq Capital Market; failure to receive this approval will invalidate the offering. Vittoria’s share structure includes both Class A and Class B Ordinary Shares, with holders of the Class B shares having significantly higher voting rights. The company, based in the British Virgin Islands, operates through its Hong Kong subsidiary, Red Solar Capital Limited, and acknowledges potential legal risks associated with conducting business across Hong Kong and mainland China, particularly regarding recent regulatory changes affecting companies trying to list or operate overseas. The company expresses the risks of being a controlled company post-offering and the implications for public shareholders regarding voting power and corporate governance.

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