Atlas Trinity Tech Co., Ltd F-1/A, filed Nov 17, 2023

Atlas Trinity Tech Co., Ltd. (ATTT)

F-1/A 2023-11-17

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British Virgin Islands		3630		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

	Per Share		Total
Public offering price⁽¹⁾	$	4.5000	$	13,500,000
Underwriter discounts⁽²⁾	$	0.3375	$	1,012,500
Proceeds to Raytech Holding, before expenses⁽³⁾	$	4.1625	$	12,487,500

	Page
PROSPECTUS SUMMARY	1
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA	24
RISK FACTORS	26
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	55
ENFORCEABILITY OF CIVIL LIABILITY	56
USE OF PROCEEDS	58
DETERMINATION OF OFFERING PRICE	59
DIVIDEND POLICY	60
CAPITALIZATION	61
DILUTION	62
CORPORATE HISTORY AND STRUCTURE	63
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	64
OUR BUSINESS	81
REGULATIONS	90
MANAGEMENT	94
COMPENSATION	98
PRINCIPAL SHAREHOLDERS	99
RELATED PARTY TRANSACTIONS	100
DESCRIPTION OF SHARE CAPITAL	101
SHARES ELIGIBLE FOR FUTURE SALE	110
TAXATION	111
UNDERWRITING	117
LEGAL MATTERS	125
EXPERTS	125
INTERESTS OF NAMED EXPERTS AND COUNSEL	125
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	125
WHERE YOU CAN FIND MORE INFORMATION	126
INDEX TO FINANCIAL STATEMENTS	F-1

Negative ion technology	Help eliminate frizzy hair

Scirocco fan	Allows to thoroughly dry hair from the roots

Removable filter	Washable for easy daily cleaning and detachable for preventing dust and hair from blocking the blades

Compact size and lightweight	Handy for travel and home use

	●	We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues. See more detailed discussion of this risk factor on page 27 of this prospectus.

	●	We rely on a limited number of manufacturers. A loss of any of these manufacturers could significantly negatively affect our business. See more detailed discussion of this risk factor on page 27 of this prospectus.

	●	If we fail to prevent security breaches, improper access to or disclosure of our data or user data, or other hacking and attacks, we may lose users, and our business, reputation, financial condition and results of operations may be materially and adversely affected. See more detailed discussion of this risk factor on page 29 of this prospectus.

	●	We do not retain effective intellectual property rights. See more detailed discussion of this risk factor on page 30 of this prospectus.

	●	We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations. See more detailed discussion of this risk factor on page 30 of this prospectus.

	●	Raytech Holding’s principal shareholders have substantial influence over Raytech Holding and their interests may not be aligned with the interests of Raytech Holding’s other shareholders. See more detailed discussion of this risk factor on page 31 of this prospectus.

	●	As a “controlled company” under the rules of the Nasdaq Capital Market, Raytech Holding may choose to exempt itself from certain corporate governance requirements that could have an adverse effect on Raytech Holding’s public shareholders. See more detailed discussion of this risk factor on page 31 of this prospectus.

	●	We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations. See more detailed discussion of this risk factor on page 31 of this prospectus.

	●	All of Pure Beauty’s operations are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the government of mainland China may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of Raytech Holding’s Ordinary Shares. The government of mainland China may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the government of mainland China may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the legal and regulatory system of mainland China cannot be certain. See more detailed discussion of this risk factor on page 39 of this prospectus.

	●	The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact Raytech Holding’s subsidiary. See more detailed discussion of this risk factor on page 40 of this prospectus.

	●	There are political risks associated with conducting business in Hong Kong. See more detailed discussion of this risk factor on page 41 of this prospectus.

	●	There remain some uncertainties as to whether we will be required to obtain approvals from authorities of mainland China and Hong Kong to list Raytech Holding’s securities on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. See more detailed discussion of this risk factor on page 42 of this prospectus.

	●	Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies for cross-border provision and examination of auditing records and other materials in connection with overseas securities issuance and listing by domestic Chinese companies was released by the CSRC and took effect since March 31, 2023. The government of mainland China may impose more stringent requirement for domestic Chinese companies to share business and accounting records with foreign auditing firms and other securities service institutions, which could significantly limit or completely hinder Raytech Holding’s ability to offer or continue to offer its Ordinary Shares to investors and could cause the value of Raytech Holding’s Ordinary Shares to significantly decline or become worthless. See more detailed discussion of this risk factor on page 44 of this prospectus.

	●	It may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China. See more detailed discussion of this risk factor on page 46 of this prospectus.

	●	You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against Raytech Holding or its management named in the prospectus based on Hong Kong laws. See more detailed discussion of this risk factor on page 46 of this prospectus.

	●	The offering price of this underwritten public offering and resale offering could differ.

	●	The resale by the selling shareholders may cause the market price of our Ordinary Shares to decline.

	●	If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding Raytech Holding’s Ordinary Shares, the price of Raytech Holding’s Ordinary Shares and trading volume could decline. See more detailed discussion of this risk factor on page 51 of this prospectus.

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A;

	●	is not required to provide a detailed narrative disclosure discussing Raytech Holding’s compensation principles, objectives and elements and analyzing how those elements fit with Raytech Holding’s principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

	●	is not required to obtain an attestation and report from Raytech Holding’s independent registered accounting firm on its management’s assessment of Raytech Holding’s internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	is not required to obtain a non-binding advisory vote from Raytech Holding’s shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

	●	is exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

	●	is eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

	●	will not be required to conduct an evaluation of our internal control over financial reporting for two years.

	●	Raytech Holding is not required to provide as many Exchange Act reports or provide periodic and current reports as frequently, as a domestic public company;

	●	for interim reporting, Raytech Holding is permitted to comply solely with Raytech Holding’s home country requirements, which are less rigorous than the rules that apply to domestic public companies;

	●	Raytech Holding is not required to provide the same level of disclosure on certain issues, such as executive compensation;

	●	Raytech Holding is exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

	●	Raytech Holding is not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

	●	Raytech Holding is not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Ordinary Shares offered by Raytech Holding		3,000,000 Ordinary Shares

Price per Ordinary Share		Between $4.00 and $5.00 per Ordinary Share

Over-Allotment Option		We have granted to the underwriter a 45-day option to purchase from us up to an additional 15% of the Ordinary Shares sold in this offering, solely to cover over-allotments, if any, at the initial public offering price less the underwriting discounts.

Ordinary Shares outstanding prior to completion of this offering		16,000,000 Ordinary Shares

Ordinary Shares outstanding immediately after this offering		19,000,000 Ordinary Shares, assuming that the underwriter does not exercise its over-allotment option

Transfer Agent		Transhare Corporation, with its offices located at 17755 North US Highway 19, Suite # 140, Clearwater, FL 33764.

Listing		Raytech Holding has applied to have its Ordinary Shares listed on the Nasdaq Capital Market. This offering is contingent upon the final approval from Nasdaq for the listing of Raytech Holding’s Ordinary Shares on Nasdaq Capital Market. Raytech Holding will not proceed to consummate this offering if Nasdaq denies its listing application.

Nasdaq Capital Market symbol		RAY

Use of proceeds		Raytech Holding intends to use the proceeds from this offering for (i) brand promotion and marketing, (ii) recruitment of talented personnel, (iii) strategic investments and acquisitions, and (iv) general working capital. See “Use of Proceeds” on page 58 of this prospectus for more information.

Lock-up		Raytech Holding’s directors, officers any other holder(s) of five percent (5%) or more of Raytech Holding’s outstanding Ordinary Shares (except the selling shareholders set forth in the Resale Prospectus) as of the effective date of the registration statement of which this prospectus forms a part (and all holders of securities exercisable for or convertible into shares of Ordinary Shares) shall enter into customary “lock-up” in favor of the Representative for a period of six (6) months from the date of the offering, and each of the Company and any successors of the Company will agree for a period of three (3) months from the closing of the offering, that each will not (A) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (B) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company. See “Shares Eligible for Future Sale” on page 110 and “Underwriting” beginning on page 117 of this prospectus for more information.

Risk factors		The Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 26 of this prospectus for a discussion of factors to consider before deciding to invest in Raytech Holding’s Ordinary Shares.

	For the Years ended March 31,
	2022			2023			2023
	HKD			HKD			US$
REVENUE
Sales of products		45,105,917			42,382,764			5,399,147
Sales of tooling		–			3,135,475			399,429
		45,105,917			45,518,239			5,798,576

OPERATING EXPENSES
Merchandise costs		(33,001,491	)		(34,046,287	)		(4,337,162	)
Selling, general and administrative expenses		(1,379,989	)		(4,277,677	)		(544,934	)
Total operating expenses		(34,381,480	)		(38,323,964	)		(4,882,096	)

INCOME FROM OPERATIONS		10,724,437			7,194,275			916,480

OTHER INCOME (EXPENSE)
Interest income		327			143,352			18,262
Interest expense		(1,676	)		(7,151	)		(911	)
Gain from foreign currency exchange		452			143,450			18,274
Government grants		452,250			–			–
Other income, net		4,588			–			–
Total other income, net		455,941			279,651			35,625
INCOME BEFORE INCOME TAX PROVISION		11,180,378			7,473,926			952,105
PROVISION FOR INCOME TAXES		(1,739,988	)		(1,181,056	)		(150,455	)
NET INCOME		9,440,390			6,292,870			801,650

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic and diluted⁽¹⁾		16,000,000			16,000,000			16,000,000
EARNINGS PER SHARE
Basic and diluted		0.59			0.39			0.05

	As of March 31,
	2022		2023		2023
	HKD		HKD		US$
ASSETS
CURRENT ASSETS
Cash		12,290,472		21,362,580		2,721,383
Accounts receivable, net		5,827,827		6,787,330		864,639
Amount due from a director		2,436,898		992,026		126,374
Merchandise inventories, net		–		–		–
Taxes receivables		–		514,007		65,479
Prepayments		90,000		95,000		12,102
TOTAL CURRENT ASSETS		20,645,197		29,750,943		3,789,977

NON-CURRENT ASSETS
Property and equipment, net		18,792		4,868		620
Right-of-use assets – operating lease		188,050		85,477		10,889
Deferred initial public offering costs		–		3,176,871		404,702
Long-term deposits		29,000		34,200		4,357
TOTAL NON-CURRENT ASSETS		235,842		3,301,416		420,568
TOTAL ASSETS		20,881,039		33,052,359		4,210,545

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		848,934		735,528		93,699
Accounts payable - related party		4,018,857		8,768,420		1,117,010
Accruals		50,000		616,078		78,482
Contract liabilities		–		1,705,854		217,309
Taxes payables		928,790		–		–
Operating lease obligation, current portion		100,849		87,972		11,207
TOTAL CURRENT LIABILITIES		5,947,430		11,913,852		1,517,707

OTHER LIABILITIES
Operating lease obligation, net of current portion		87,972		–		–
TOTAL LIABILITIES		6,035,402		11,913,852		1,517,707

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Ordinary Shares, US$0.00000625 par value, 8,000,000,000 Ordinary Shares authorized, and 16,000,000 Ordinary Shares issued and outstanding as of March 31, 2022 and 2023, respectively⁽¹⁾		783		783		100
Additional paid-in capital		99,217		99,217		12,639
Retained earnings		14,745,637		21,038,507		2,680,099
TOTAL SHAREHOLDERS’ EQUITY		14,845,637		21,138,507		2,692,838
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		20,881,039		33,052,359		4,210,545

	●	have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;

	●	have regularly scheduled executive sessions with only independent directors; or

	●	have executive sessions of solely independent directors each year.

	●	a limited availability for market quotations for Raytech Holding’s securities;

	●	reduced liquidity with respect to Raytech Holding’s securities;

	●	a determination that Raytech Holding’s Ordinary Shares are a “penny stock,” which will require brokers trading in Raytech Holding’s Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Raytech Holding’s Ordinary Shares;

	●	limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

	●	current and future economic and political conditions;

	●	our expectations regarding demand for and market acceptance of our products and services;

	●	our expectations regarding our customer base;

	●	our ability to procure the applicable regulatory licenses in the relevant jurisdictions that we operate in;

	●	competition in our industry;

	●	relevant government policies and regulations relating to our industry;

	●	our capital requirements and our ability to raise any additional financing which we may require;

	●	our ability to retain effective intellectual property rights and secure the right to use other intellectual property that we deem to be essential or desirable to the conduct of our business;

	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

	●	impact of COVID-19 pandemic on our business, results of operations, financial condition and cash flows;

	●	overall industry and market performance; and

	●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

Use of Proceeds	Percentage of the net proceeds
Brand promotion and marketing		25	%
Recruitment of talented personnel		25	%
Strategic investments and acquisitions		25	%
General working capital		25	%

	March 31, 2023
	Actual		Actual		Adjusted⁽²⁾
	HKD		US$		US$
Shareholders’ equity:
Ordinary Shares, US$0.00000625 par value, 8,000,000,000 Ordinary Shares authorized and 16,000,000 Ordinary Shares issued and outstanding (as adjusted to reflect the share split on May 10, 2023) as of March 31, 2023⁽¹⁾; 19,000,000 Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is not exercised⁽²⁾		783		100		119
Additional paid-in capital		99,217		12,639		11,402,010
Retained earnings		21,038,507		2,680,099		2,680,099
Total shareholders’ equity		21,138,507		2,692,838		14,082,228

Assumed initial public offering price per ordinary share	$	4.50
Net tangible book value per Ordinary Share as of March 31, 2023	$	0.14
Increase in pro forma as adjusted net tangible book value per Ordinary Share attributable to new investors purchasing Ordinary Shares in this offering	$	0.60
Pro forma as adjusted net tangible book value per Ordinary Share after this offering	$	0.74
Dilution per Ordinary Share to new investors in this offering	$	3.76

	Ordinary Shares purchased					Total consideration					Average price per ordinary
	Number		Percent			Amount		Percent			share
Existing shareholders		16,000,000		84.2	%	$	12,739		0.08	%	$	0.0
New investors		3,000,000		15.8	%	$	13,500,000		99.92	%	$	4.5
Total		19,000,000		100.0	%	$	13,512,739		100.0	%	$	0.71

		Useful Life
Office equipment		2 years
Office furniture and fixtures		2 years
Leasehold improvements		lesser of lease term or expected useful life

	For the years ended March 31,
	2022		2023		2023
	HKD		HKD		US$
Sales of products
Hair styling series		17,292,889		28,202,591		3,592,733
Trimmer series		9,759,312		8,573,741		1,092,210
Eyelash curler		1,853,553		1,407,342		179,281
Neck care series		6,816,250		–		–
Nail care series		3,155,090		1,217,577		155,107

Other personal care appliances		6,228,823		2,981,513		379,816
		45,105,917		42,382,764		5,399,147

Sales of tooling		–		3,135,475		399,429

Total		45,105,917		45,518,239		5,798,576

CQC Standard and equivalent ISO standard	Type of standard *	Date of issuance, renewal and expiration	Certificate number	ISO criteria that an organization is required to meet *
GB/T 19001-2016 (ISO9001:2015)	Quality management system	Date of initial issuance: December 24, 2018 Date of renewal: February 10, 2022 Date of expiration: December 23, 2024	00122Q31058R1M/4400	An organization needs to demonstrate it had: the ability to consistently provide products and services that meet customer and applicable statutory and regulatory requirements; ● facilitating opportunities to enhance customer satisfaction; ● addressing risks and opportunities associated with its context and objectives; ● the ability to demonstrate conformity to specified quality management system requirements.

GB/T 24001-2016 (ISO14001:2015)	Environmental management system	Date of initial issuance: March 1, 2019 Date of renewal: February 9, 2022 Date of expiration: February 28, 2025	00122E30452R1M/4400	An organization established, maintained and improved an environmental management system and assured itself of conformity with its stated environmental policy. It is required to demonstrate it had: ● enhancement of environmental performance; ● fulfilment of compliance obligations; ● achievement of environmental objectives.

GB/T 45001-2020 (ISO45001:2018)	Occupational health and safety (“OH&S”) management system	Date of initial issuance: January 2, 2019 Date of renewal: February 9, 2022 Date of expiration: January 1, 2025	00122S30344R1M/4400	An organization established, implemented and maintained an OH&S management system to improve occupational, health and safety, eliminate hazards and minimize OH&S risks. An organization is required to demonstrate it had: ● continued to improve OH&S performance ● fulfilled legal and other requirements ● achieved OH&S objectives

	●	explore new product lines such as oral care electrical appliances;

	●	broaden sales through providing technical expertise to the potential and new customers in personal care electrical appliance market; and

	●	approach customers who sell and market their personal care electrical appliances in Europe, the US and other Asia markets.

As of March 31, 2023	Amount (HKD)		Amount (US$)
Within one year	$	25,000	$	3,213
1 – 5 years		-		-
	$	25,000	$	3,213

License/permit/approval	Issuing authority	Commencement date	Expiry date

Business Registration Certificate	Inland Revenue Department	April 15, 2023	April 14, 2024

Name	Age	Position(s)
CHING Tim Hoi	66	Chief Executive Officer and Chairman
LING Chun Yin	45	Director Nominee*
WAN Yee Hing	40	Chief Financial officer Nominee*
LI Wan Venus	45	Independent Director Nominee*
FOK Pak Kin Charles	48	Independent Director Nominee*
YIU Wing Hei	43	Independent Director Nominee*

	Ordinary Shares Beneficially Owned Prior to this Offering					Ordinary Shares Beneficially Owned After this Offering (Over-allotment option not exercised)
	Number		Percent			Number			Percent
Directors and Executive Officers⁽¹⁾:
Tim Hoi Ching		12,800,000		80	%		12,800,000			67.4	%
Chun Yin Ling		800,000		5	%		800,000			4.2	%
Yee Hing Wan		-		-			-			-
Venus Wan Li		-		-			-			-
Pak Kin Charles Fok		-		-			-			-
Wing Hei Yiu		-		-			-			-
All directors and executive officers as a group		13,600,000		85	%		13,600,000			71.6	%

5% Principal Shareholders:
Tim Hoi Ching		12,800,000		80	%		12,800,000			67.4	%
Chun Yin Ling		800,000		5	%		800,000			4.2	%
Ace Challenger Limited⁽²⁾		800,000		5	%		800,000	⁽⁴⁾		4.2	%
LOOK Wai Yi⁽³⁾		800,000		5	%		800,000	⁽⁴⁾		4.2	%

Name		Relationship with the Company

Zhongshan Raytech Electric Appliances Manufacturing Company Limited (“Zhongshan Raytech”)		An entity controlled by Mr. Ching Tim Hoi (“Mr. Ching”)
Raytech Holdings Company Limited		An Entity controlled by Mr. Ching and the holding company of the Zhongshan Raytech
Mr. Ching Tim Hoi (“Mr. Ching”)		Controlling shareholder, CEO and Chairman of the Company and Director of Pure Beauty, Director of Raytech Holdings Company Limited, and Executive Director of Zhongshan Raytech
Mr. Chun Yin Ling		Director Nominee of the Company and, Assistant to the CEO of Pure Beauty and Raytech Holdings Company Limited, and Supervisor of Zhongshan Raytech

Name	As of March 31 2021		As of March 31 2022		As of March 31, 2023		As of March 31, 2023
	HKD		HKD		HKD		US$

Zhongshan Raytech ⁽¹⁾		2,983,809		4,018,857		8,768,420		1,117,010
Total purchase from related party		2,983,809		4,018,857		8,768,420		1,117,010

Name	For year ended March 31, 2021		For year ended March 31, 2022		For year ended March 31, 2023		For year ended March 31, 2023
	HKD		HKD		HKD		US$
Zhongshan Raytech ⁽¹⁾		15,722,744		24,221,784		28,301,082		3,605,279
Total purchase from related party		15,722,744		24,221,784		28,301,082		3,605,279

	●	the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;

	●	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which was were a PFIC, will be treated as ordinary income,

	●	the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year, and

	●	An additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.