Globavend Holdings Ltd SEC Filings

Globavend Holdings Limited has filed Amendment No. 1 to its Form F-1 registration statement. The amendment is described as an exhibit-only update that revises the exhibit index to remove Exhibit 8.1, while leaving the previously filed prospectus unchanged.

The company outlines indemnification protections for directors and officers through its Memorandum and Articles of Association, separate indemnification agreements, and planned directors’ and officers’ liability insurance. It also discloses recent unregistered issuances of ordinary shares, including 13,125,000 shares issued to Globavend Investments Limited on May 22, 2023 for $13,125, and 306,123 shares issued to Square Gate Capital Master Fund, LLC – Series 1 on June 4, 2024, relying on exemptions under Regulation D, Section 4(2), or Regulation S, with no underwriters involved.

Globavend Holdings Limited is registering the resale of up to 5,952,380 ordinary shares (SEPA Shares) issuable under a $20 million Standby Equity Purchase Agreement, which allows a selling shareholder to buy shares over 36 months and resell them from time to time. Globavend is not selling shares in this offering and will not receive proceeds from investors’ resales, only from any share issuances it elects to make under the SEPA.

The company is a Cayman holding company with operations conducted mainly in Hong Kong and additionally in Australia, New Zealand, Malaysia, Singapore and China, focused on e-commerce logistics and, since May 2026, digital entertainment via the Loomi short-drama platform. Reported revenue was $18.6 million, $16.5 million and $23.6 million for the fiscal years ended September 30, 2023, 2024 and 2025, respectively. Total shares outstanding were 2,415,572, including 2,415,472 Ordinary Shares and 100 Management Shares, as of July 13, 2026.

Globavend has a dual-class share structure in which 100 Management Shares carry about 97.7% of voting power while representing about 2.4% of total share count, making it a Nasdaq “controlled company.” The business faces extensive regulatory and listing risks, including evolving PRC and Hong Kong oversight, potential constraints on cash transfers, the Holding Foreign Companies Accountable Act framework and Nasdaq minimum bid price and potential new market value requirements.

Globavend Holdings, a cross-border e‑commerce logistics provider focused on Hong Kong, Australia and New Zealand, reported unaudited results for the six months ended March 31, 2026. Revenue rose 8.0% to $14,818,459, driven by 5.9% growth in integrated cross‑border logistics services to $13,505,109 and 35.2% growth in air freight forwarding to $1,313,350. Operating metrics improved, with higher average daily packages, freight weight and shipments, although average daily revenue per freight weight declined from $30.8 to $26.4.

Cost of revenue increased 12.2% to $13,771,031, cutting gross profit 27.6% to $1,047,428 and compressing gross margin to 7.1% from 10.5%. General and administrative expenses more than doubled to $1,417,406, mainly from higher travel, legal and professional fees, insurance and a one‑off $64,103 donation, turning prior operating income of $789,258 into an operating loss of $369,978. Net other income swung to $376,138, aided by a $151,568 foreign exchange gain and recognition of government grant income, leaving pre‑tax income at $6,160 and a small net loss of $30,887 after tax.

Liquidity remained strong with cash and cash equivalents of $7,146,898, working capital of $9,059,729 and total current liabilities of $1,012,520. Net cash used in operating activities was $658,733. Customer and supplier concentration is significant: the top two customers contributed 37.4% of revenue, while the top two suppliers represented 75.2% of cost of revenue. In January 2026 the company raised $362,476 net via a registered direct offering of 889,359 ordinary shares or pre‑funded warrants at $1.60 per share.

Globavend Holdings Limited reports that all of its outstanding Series A Warrants have expired in accordance with their terms, and earlier all Series B Warrants were exercised. As a result, the company now has no warrants outstanding, removing a legacy source of potential future shareholder dilution and simplifying its capital structure.

Management links this cleaner equity structure to a focus on disciplined capital management and long-term shareholder value. Globavend is building an AI-powered digital entertainment business, including its Imaginary AI production platform and Loomi short-drama app, while continuing to expand its established cross-border e-commerce logistics operations across Hong Kong, Australia, New Zealand and mainland China.

Globavend Holdings Limited has entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., under which the investor may purchase up to $20 million of Globavend’s ordinary shares over 36 months, based on Globavend’s delivery of advance notices.

The purchase price per share will be either 93% of the same‑day volume‑weighted average price or 96% of the lowest daily VWAP over three days, at the company’s election for each advance. Purchases are subject to conditions including an effective registration statement for the resale of the shares, trading‑volume limits, and a 4.99% cap on the investor’s beneficial ownership.

Globavend has paid a $35,000 structuring fee and will pay a $200,000 commitment fee tied to the registration statement’s effectiveness or a specified date. The agreement restricts new “Variable Rate Transactions” with other parties while it remains in effect, and contains customary covenants and forward‑looking statement cautions.

Globavend Holdings Limited completed the acquisition of 70% of the equity interests in Loomi Entertainment Group Limited through its wholly owned subsidiary for a nominal cash consideration of US$70. Loomi Group is now 70% owned by Globavend and 30% by its co‑founder, Fuk Yan (Sharon) Tse.

Following closing, Globavend created and filled the new role of Chief Executive Officer of Loomi Group, appointing Ms. Tse to lead operations and strategy for its digital entertainment and AI-driven media production business. The company highlights this as part of a broader diversification beyond logistics into next-generation digital media platforms.

Globavend Holdings Limited has agreed to acquire 70% of Loomi Entertainment Group Limited for a nominal cash consideration of US$70, with closing expected on or before May 22, 2026, subject to customary conditions. Loomi Group operates a mobile app, “Loomi Short Drama,” offering multilingual micro dramas across Southeast Asia and uses a proprietary AI platform, “Imaginary,” for end-to-end cinematic content production.

The seller, Zenith Green Limited, is wholly owned by Globavend’s chief financial officer and director, Tsz Ngo Yu, making this a related‑party transaction. After closing, Loomi Entertainment will be a non‑wholly‑owned subsidiary, and Loomi Group’s financial results, assets and liabilities, including an existing interest‑free shareholder loan of approximately US$550,000 owed to Zenith Green, will be consolidated into Globavend’s financial statements.

Central Master Enterprises Limited and its principals have filed a Schedule 13D disclosing a new stake and effective voting control in Globavend Holdings Ltd. On April 29, 2026, Central Master Enterprises purchased 57,224 Ordinary Shares and 100 Management Shares for a total of $3,500,000, using its working capital.

The 57,224 Ordinary Shares represent about 2.5% of the Ordinary Shares outstanding, while the 100 Management Shares represent 97.7% of the issuer’s total voting power, giving the group substantial influence over shareholder decisions. The filing states the investment is viewed as an attractive opportunity and that the investors may encourage Globavend to expand operations and pursue merger and acquisition initiatives. Following the transaction, Tsz Ngo Yu, already chief financial officer, and Kai Man Fung were appointed as directors, further aligning management roles with the new controlling voting position.