TJGC GROUP Ltd F-1/A, filed Dec 30, 2024
TJGC GROUP Ltd (TJGC)
As filed with the U.S. Securities Exchange Commission on December 30, 2024.
Registration No. 333-277979
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM F-1/A
(Amendment No. 6)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
CTRL GROUP LIMITED
(Exact name of registrant as specified in its charter)
__________________________________________
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British Virgin Islands |
73110 |
Not Applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
Unit F, 12/F
Kaiser Estate
Phase 1
41 Man Yue Street
Hunghom, Kowloon, Hong Kong
+852-3107-4887
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________________
The Crone Law Group P.C.
420 Lexington Avenue, Suite 2446,
New York, NY 10170
(646) 861-7891
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________________________
With copies to:
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Mark E. Crone, Esq. |
Fang Liu, Esq. |
__________________________________________
Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall the become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 6 to the Registration Statement on Form F-1 (File No. 333-277979) is being filed solely to file certain exhibits thereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers
Our M&A provides that the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who is a director of the Company or a party in a legal proceeding by reason of the fact that the person is or was a director of the Company. According to our M&A, the indemnity only applies if the person acts honestly and in good faith with a view to the best interests of the Company and in the case of criminal proceedings, the person has no reasonable cause to believe that his or her conduct was unlawful.
Item 7. Recent Sales of Unregistered Securities
None.
Item 8. Exhibits and Financial Statement Schedules
Exhibits and Financial Statement Schedules
(a) Exhibits
EXHIBIT INDEX
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Exhibit No. |
Description |
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1.1** |
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3.1** |
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4.1** |
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5.1* |
Opinion of Ogier regarding the validity of the Shares being Registered |
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10.1** |
Employment Agreement between CTRL and Chief Executive Officer Mr. Lau |
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10.2** |
Employment Agreement between CTRL and Chief Financial Officer Mr. Mok |
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10.3** |
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10.4** |
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10.5** |
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10.6** |
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10.7** |
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10.8** |
Form of Lock-up Agreement (included as Exhibit A to Underwriting Agreement) |
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14.1** |
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21.1** |
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23.1* |
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23.2** |
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23.3* |
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99.1** |
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99.2** |
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99.3** |
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107** |
____________
* Filed herewith.
** Previously filed.
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(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the unaudited consolidated financial statements or the Notes thereto.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the Registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
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such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) To file a post-effective amendment to the registration statement to include any financial statements required by item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
(7) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(8) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on December 30, 2024.
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CTRL GROUP LIMITED |
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By: |
/s/ Lau Chi Fung |
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Lau Chi Fung |
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(Principal Executive Officer) |
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/s/ Lau Chi Fung |
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Lau Chi Fung |
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(Principal Accounting and Financial Officer) |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint each of Lau Chi Fung and Mok Ka Wah his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Capacity |
Date |
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/s/ Lau Chi Fung |
Chief Executive Officer |
December 30, 2024 |
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Lau Chi Fung |
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/s/ Lam Kai Kwan |
Director |
December 30, 2024 |
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Lam Kai Kwan |
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/s/ Siu Chun Pong |
Director |
December 30, 2024 |
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Siu Chun Pong |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, New York on December 30, 2024.
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The Crone Law Group |
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By: |
/s/ Eric Mendelson |
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Name: Eric Mendelson |
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Title: Partner |
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Exhibit 5.1
Ctrl Group Limited Vistra Corporate Services Centre Wickhams Cay II Road Town Tortola British Virgin Islands |
D +1 284 852 7309 | |
| E michael.killourhy@ogier.com | ||
| Reference: 504337.00001/MJK/HBT | ||
| 30 December 2024 |
Dear Sirs
Ctrl Group Limited, incorporated in the British Virgin Islands with company number 2098532 (the Company)
We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement on Form F-1 (File No. 333-277979) (the Registration Statement), including all amendments or supplements to such form filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), related to: (a) the initial public offering (the Public Offering) of up to 2,300,000 ordinary shares of no par value each (Ordinary Shares) in the Company, including up to 300,000 Ordinary Shares included in an over-allotment option given to the underwriters of the Public Offering (the Company Public Offering Shares); and (b) the registration, offering and potential resale (the Resale) of an aggregate of up to 1,750,000 existing issued and outstanding Ordinary Shares in the Company (the Selling Shareholders Resale Shares and, collectively with the Company Public Offering Shares, the Shares) by Ace Mind Group Limited, Chui Bing Sun, Ma Ka Wing, and Yeung Kwun Wai Waiman (together the Selling Shareholders).
This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.
| 1 | Documents |
In preparing this opinion, we have reviewed copies of the following documents:
| (a) | the Registration Statement and the preliminary prospectus contained in the Registration Statement which is in substantially final form; |
| (b) | (i) | the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 30 December 2024; |
| (ii) | the public information revealed from searches (the Court Searches) of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (JEMS) by the Registry of the High Court of the Virgin Islands on 30 December 2024, |
(each of the searches in (b)(i) and (ii) together, the Public Records);
| (c) | a registered agent’s certificate issued by the Company’s registered agent dated 13 September 2024 (the Registered Agent’s Certificate); |
| (d) | a certificate dated 27 December 2024 and signed by a director of the Company as to certain matters of fact (the Opinion Certificate); |
| (e) | written resolutions of the directors of the Company containing resolutions of the directors of the Company at the relevant time dated 27 December 2024, approving and/or ratifying, inter alia, the Registration Statement and the issuance of the Shares (the Resolutions); |
| (f) | a certificate of good standing issued by the Registrar of Corporate Affairs dated 27 December 2024 (the Certificate of Good Standing); and |
| (g) | such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. |
We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.
| 2 | Assumptions |
This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on the Registered Agent’s Certificate without further enquiry and upon the following assumptions, which we have not independently verified:
| (a) | copies of documents or records provided to us are true copies of the originals which are authentic and complete; |
| (b) | all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same; |
| (c) | the Resolutions remain in full force and effect; |
| (d) | the accuracy and completeness of the Opinion Certificate and the Registered Agent’s Certificate as at the date thereof and hereof (but in the latter case with the exception to the refences to the types and number of shares presently in issue); |
| (e) | the accuracy and completeness of the list of shareholders set out in the Registered Agent’s Certificate and the confirmation given in paragraph 4 of the Opinion Certificate as at the date hereof; and |
| (f) | the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records. |
2
| 3 | Opinion |
Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:
Shares duly authorised, validly issued and non-assessable
| (a) | The Company Public Offering Shares to be offered, sold and issued pursuant to the Public Offering have been duly authorized for issue by the Company and, when issued by the Company in accordance with the subscription terms thereof and subject to the receipt of the payment therefor and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. |
| (b) | The Selling Shareholders Resale Shares were duly authorized for issue upon being so issued and have been validly issued by the Company and are fully paid and non-assessable. |
| (c) | The Company is duly incorporated and existing under the laws of the British Virgin Islands and, based on the Certificate of Good Standing, is in good standing as at the date of such certificate. |
No Taxation
| (d) | No taxes, stamp duties, other duties, fees or charges are payable (by assessment, withholding, deduction or otherwise) to the government of the British Virgin Islands in respect of the Public Offering, the Resale or the offering, sale, issue, registration or transfer of any the Ordinary Shares which are the subject thereof. |
| (e) | There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands in connection with the Public Offering or the Resale or any transaction relating thereto and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company in connection with the Public Offering or the Resale or otherwise in connection therewith are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Ordinance (Cap 206). In particular, subject to the assumption that neither the Company nor any subsidiary thereof has any interest in land in the British Virgin Islands, Section 242 of the BVI Business Companies Act, 2004 (as amended) provides the Company with a statutory exemption from all forms of taxation in the British Virgin Islands. |
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| 4 | Limitations |
We offer no opinion:
| (a) | in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws); |
| (b) | in relation to any representation or warranty made or given by the Company in the Registration Statement; or |
| (c) | as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement. |
| 5 | Governing Law and Reliance |
| (a) | This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof. |
| (b) | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. |
Yours faithfully
/s/ Ogier
Ogier
4
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement on this Form F-1, Amendment No. 6 of Ctrl Group Limited of our report dated September 5, 2024, with respect to our audit of the consolidated financial statements of Ctrl Group Limited as of March 31, 2024 and 2023 and for each of the years then ended. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Kreit & Chiu CPA LLP
Los Angeles, California
December 30, 2024