AM PM Group Limited amends Form F-1 for Nasdaq IPO offering 7.5 million shares

Loeb & Loeb LLP and Ogier represented AM PM Group Limited; Howse Williams and Guangdong Wesley Law Firm served as the issuer’s Hong Kong and PRC counsel respectively; Ye & Associates, P.C. represented the underwriters, including American Trust Investment Services, Inc. (the representative) and Prime Number Capital LLC; Cogency Global Inc. was appointed as U.S. agent for service. AM PM Group Limited (APGL), a British Virgin Islands holding company conducting operations in Hong Kong through its subsidiary AM PM (HK), filed Amendment No. 9 to its Form F-1 registration statement with the U.S. Securities and Exchange Commission on August 26, 2026, in connection with an initial public offering of 7,500,000 no par value ordinary shares. The filing sets an expected price range of US$4.00 to US$5.00 per share and contemplates listing on the Nasdaq Global Market, subject to Nasdaq’s final approval. The offering relates to shares of the BVI holding company, not shares of AM PM (HK). Prior to the offering, 20,000,000 ordinary shares were issued and outstanding. Assuming no exercise of the underwriters’ 45‑day, 15% over‑allotment option, 27,500,000 ordinary shares would be issued and outstanding after the offering, or 28,625,000 shares if that option is fully exercised. Ordinary shares carry one vote per share. The company describes its Hong Kong‑based operating subsidiary as a one‑stop service agency engaged in event management and decoration, content production and design, and IP exhibition. Founder, CEO and chairman Ka Ming Kwong is identified as the single largest shareholder and is expected to hold 9,030,000 ordinary shares, or 32.84% of the issued and outstanding ordinary shares, immediately after closing assuming no exercise of the over‑allotment option. The underwritten offering is on a firm‑commitment basis. American Trust Investment Services, Inc. is named as representative of the several underwriters and Prime Number Capital LLC is named among the underwriters. Based on an assumed IPO price of US$4.50 per share, gross offering proceeds would be US$33,750,000 without exercise of the over‑allotment option or US$38,812,500 with full exercise. The underwriting discount is stated at 7% of gross proceeds (equal to US$0.315 per share at the midpoint price). The company agreed to reimburse underwriters up to US$250,000 of out‑of‑pocket accountable expenses and to pay a cash non‑accountable expense allowance equal to 1% of the actual offering amount. The filing grants Prime Number Capital LLC a 12‑month right of first refusal to provide exclusive investment banking services, subject to the specified terms. Officers, directors and holders of ordinary shares are subject to a 180‑day lock‑up and similar restrictions under the underwriting agreement. The preliminary prospectus discloses that APGL is a BVI holding company, an emerging growth company and a foreign private issuer; it cautions that investors are buying shares of the holding company rather than of the operating subsidiary. The prospectus discusses regulatory and oversight matters, including Hong Kong and PRC considerations, cybersecurity review, CSRC filing concepts and the HFCAA, and notes risks related to PCAOB inspection issues and PRC‑related oversight concerns while stating that the company and its operating subsidiary currently do not have substantive mainland China operations. Use of proceeds is allocated approximately 30% to expand content production and recruit talent, 20% to expand geographic coverage for event management and decoration, 20% for selective strategic acquisitions in event management or content production, and 30% for working capital and general corporate purposes. Based on an assumed IPO price of US$4.50, estimated net proceeds are approximately US$29.6 million without exercise of the over‑allotment option, or US$34.3 million if fully exercised. Loeb & Loeb LLP represented AM PM Group Limited with a team composed by: Lawrence S. Venick, Esq. (counsel copied on the filing; advised the registrant on certain U.S. federal securities law matters). Ogier represented AM PM Group Limited with a team composed by: Ogier (issuer BVI counsel for validity of ordinary shares and related British Virgin Islands law matters). Howse Williams represented AM PM Group Limited with a team composed by: Howse Williams (Hong Kong counsel for the offering and Hong Kong law matters). Guangdong Wesley Law Firm represented AM PM Group Limited with a team composed by: Guangdong Wesley Law Firm (PRC counsel for PRC law matters and PRC‑related disclosure). Ye & Associates, P.C. represented the underwriters, including American Trust Investment Services, Inc. (the representative) and Prime Number Capital LLC, with a team composed by: Jing Ye, Esq. (advised on U.S. federal and New York State law matters in connection with the offering). Cogency Global Inc. served as agent for service of process in the United States for AM PM Group Limited with a team composed by: Cogency Global Inc. (service agent for U.S. process).

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AM PM Group Limited amends Form F-1 for Nasdaq IPO offering 7.5 million shares

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AM PM Group Limited amends Form F-1 for Nasdaq IPO offering 7.5 million shares

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