Click Holdings updates shelf registration exhibits

Click Holdings Limited (CLIK) filed Amendment No. 1 to its Form F-3 registration statement, primarily to add auditor consent Exhibit 23.1 and to amend and restate the exhibit index.

Rhea-AI Filing Summary

Click Holdings Limited (CLIK) filed Amendment No. 1 to its Form F-3 registration statement, primarily to add auditor consent Exhibit 23.1 and to amend and restate the exhibit index. The company states that no other changes have been made to the previously filed registration statement or its prospectus.

Filing Explained

The amendment leaves Click’s shelf not yet effective; it discloses no current share issuance, proceeds, or ownership change.

This Form F-3/A remains a registration statement rather than a completed offering: its cover says any proposed public sale would begin only after effectiveness, and the company delays effectiveness until a further amendment or SEC determination.

The filing therefore changes the registration record, not the reported capital structure; these pages disclose no current share issuance, sale proceeds, or ownership change for existing holders.

The 2026-08-25 shelf record also marked the registration as not effective and recorded zero usage, while this amendment does not disclose a later effective date. The material state change to monitor is a further amendment or SEC determination of effectiveness, after which the cover permits proposed sales to commence.

Key Terms

Form F-3, registration statement, Exhibit 23.1, indenture trustee, +1 more

5 terms

Form F-3 regulatory

"has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

registration statement regulatory

"has duly caused this registration statement to be signed on its behalf"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Exhibit 23.1 regulatory

"filed solely for the purpose of filing Exhibit 23.1 to the registration statement"

indenture trustee regulatory

"Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1"

Power of Attorney regulatory

"KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

FAQ

What is Click Holdings Limited (CLIK) changing in this Form F-3 amendment?

Click Holdings Limited is filing Amendment No. 1 to its Form F-3 mainly to add Exhibit 23.1, the consent of SFAI Malaysia PLT, and to amend and restate the exhibit index. The company states that no other parts of the registration statement or prospectus are being changed.

Does this Click Holdings (CLIK) amendment change the terms of any securities offering?

No. The amendment states that no changes have been made to the registration statement other than the explanatory note and updated cover page and exhibit index. The prospectus included in the earlier registration statement remains unchanged.

Why did Click Holdings (CLIK) add Exhibit 23.1 in this amendment?

Exhibit 23.1 is the consent of SFAI Malaysia PLT, the company’s auditor. The amendment is being filed solely to include this consent in the registration statement and to update the exhibit index accordingly.

Who signed the Click Holdings (CLIK) Form F-3 amendment for the company?

The amendment was signed on behalf of Click Holdings Limited by Chan Chun Sing, Chief Executive Officer. It was executed in Hong Kong on September 3, 2026, with additional signatures from the Chief Financial Officer and independent directors.

Who is the U.S. authorized representative for Click Holdings (CLIK) on this registration?

The U.S. authorized representative is Cogency Global Inc.. The amendment is signed on its behalf by Colleen A. De Vries, Senior Vice President, in New York on September 3, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/03/2026 - 07:29 AM Accepted by SEC EDGAR 09/03/2026 - 07:24 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 3, 2026

Registration No. 333-298558

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CLICK HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s name into English)

British Virgin Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Unit 1709-11, 17/F
Tower 2, The Gateway
Harbour City, Kowloon
Hong Kong
+852 2691 8200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lawrence S. Venick, Esq.
Loeb & Loeb LLP
10100 Santa Monica Boulevard
Los Angeles, CA 90067
+1 310-728-5129

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 thereafter 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 U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to Form F-1 (the “Amendment No. 1”) is being filed solely for the purpose of filing Exhibit 23.1 to the registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 1 does not contain copies of the prospectus included in the Registration Statement which remains unchanged from the Registration Statement, filed on August 25, 2026. This Amendment No. 1 consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, the exhibit index, and the filed exhibits.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Second Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of Form 6-K filed with the Securities and Exchange Commission on April 30, 2025)
4.1		Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 of the registration statement on Form S-8 (File No. 333-286823), filed with the Securities and Exchange Commission on April 29, 2025)
4.2*		Form of Debt Security
4.3**		Form of Senior Debt Indenture
4.4**		Form of Subordinated Debt Indenture
4.5*		Form of Warrant Agreement and Warrant Certificate
4.6*		Form of Unit Agreement and Unit Certificate
4.7*		Form of Right Agreement and Right Certificate
5.1**		Opinion of Ogier
23.1***		Consent of SFAI Malaysia PLT
23.2**		Consent of Ogier (included in Exhibit 5.1)
25.1*		Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1
99.1		Powers of Attorney (included in the signature page hereto)
107**		Calculation of Filing Fee Tables

*	To be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
**	Previously filed.
***	Filed herein

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on September 3, 2026.

	Click Holdings Limited
	By:	/s/ Chan Chun Sing
	Name:	Chan Chun Sing
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Chan Chun Sing with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on September 3, 2026.

Signature		Title
/s/ Chan Chun Sing		Chief Executive Officer, Chairman and Director
Name: Chan Chun Sing		(Principal Executive Officer)
/s/ Siu Iu		Chief Financial Officer
Name: Siu Iu		(Principal Financial and Accounting Officer)
/s/ Tse Wah Ping		Independent Director
Name: Tse Wah Ping
/s/ Chik Wai Chun		Independent Director
Name: Chik Wai Chun
/s/ Lam Kai Yuen		Independent Director
Name: Lam Kai Yuen

II-2

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Click Holdings Limited has signed this registration statement or amendment thereto in New York on September 3, 2026.

	Authorized U.S. Representative
	Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President on behalf of Cogency Global Inc.

II-3