As
filed with the Securities and Exchange Commission on April 14, 2026
Registration
No. 333-294721
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1 to
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
707
Cayman Holdings Limited
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
| Cayman
Islands |
|
5600 |
|
Not
Applicable |
(State
or Jurisdiction of
Incorporation
or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
5/F.,
AIA Financial Centre
712
Prince Edward Road East
San
Po Kong, Kowloon
Hong
Kong
(+852)
3471 8000
(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, New York 10168
800-221-0102
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
David Ficksman/
R. Joilene Wood
Troy Gould PC
1801 Century Park East Suite 1600
Los Angeles, CA 90067-2367
Tel: (310) 553-4441
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, 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
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 that specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
707
Cayman Holdings Limited is filing this Amendment No. 1 to its Registration Statement on Form F-1 (File No. 333-294721) as an exhibits-only
filing. Accordingly, this Amendment consists of only the facing page, this explanatory note, Part II of the Registration Statement, the
signature pages to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged from the
Registration Statement filed on March 30, 2026.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
6. INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
Cayman
Islands’ laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for
any loss they may incur arising out of the Company’s business, except to the extent such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where
there is evidence of dishonesty, willful default or fraud.
Our
Amended Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of
our Executive Officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge
of their duties, powers, authorities or discretion as directors or Executive Officers of our Company, including without prejudice to
the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise)
any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.
We
have entered into indemnification agreements with each of our directors and officers. These agreements require us to indemnify these
individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to
us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our
Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been
negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman
Islands courts have declined to grant relief.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Executive Officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM
7. RECENT SALES OF UNREGISTERED SECURITIES
During
the past three years, we have issued and sold the following securities without registering such securities under the Securities Act.
We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of
the Securities Act regarding transactions not involving a public Offering or in reliance on Regulation S under the Securities Act regarding
sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
Ordinary
Shares
| Allottee | |
Date of Sale or Issuance | |
Number of Securities |
| JME International Holdings Limited | |
February 2, 2024 | |
1 |
| | |
| |
|
| JME International Holdings Limited | |
March 13, 2024 | |
999,998 |
| | |
| |
|
| JME International Holdings Limited | |
August 26, 2024 | |
1 |
| | |
| |
|
| JME International Holdings Limited | |
October 9, 2024 | |
15,552,000 |
| | |
| |
|
| Expert Core Enterprises Limited | |
October 9, 2024 | |
940,800 |
| | |
| |
|
| Harmony Prime Limited | |
October 9, 2024 | |
940,800 |
| | |
| |
|
| Goldstone Capital Limited | |
October 9, 2024 | |
883,200 |
| | |
| |
|
| Long Vehicle Capital Limited | |
October 9, 2024 | |
883,200 |
ITEM
8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See
“Exhibit Index” beginning on page II-3 of this registration statement.
| |
(b) |
Financial Statement
Schedules |
All
supplement schedules are omitted because of the absence of conditions under which they are required or because the data is shown in the
financial statements or notes thereto.
ITEM
9. UNDERTAKINGS
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6, or otherwise, 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 Securities 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 the Securities Act and will be
governed by the final adjudication of such issue
The
undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, 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.
(2)
For the purpose of determining any liability under the Securities Act, 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.
(3)
For the purpose of determining liability under the Securities Act to any purchaser, 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.
(4)
For the purpose of determining any liability of the registrant under the Securities Act 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.
EXHIBIT
INDEX
EXHIBIT
INDEX
| Exhibit
No. |
|
Description
of document |
| 1.1 |
|
Form of Purchase Agreement* |
| 4.3 |
|
Form of Common Warrant* |
| 5.1 |
|
Opinion of Conyers Dill & Pearman regarding the validity of securities being registered* |
| 5.2 |
|
Opinion of TroyGould PC regarding the enforceability of the Common Warrant |
| 5.3 |
|
Opinion of Robertsons regarding Hong Kong legal matters* |
| 8.1 |
|
Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters* |
| 8.2 |
|
Opinion of Guangdong Wesley Law Firm regarding certain PRC securities law matters* |
| 23.1 |
|
Consent of ARK Pro CPA & Co* |
| 23.3 |
|
Consent
of Conyers Dill & Pearman (included in Exhibits 5.1
and 8.1)* |
| 23.4 |
|
Consent of TroyGould PC (included in Exhibit 5.2) |
| 23.5 |
|
Consent of Robertsons (included in Exhibit 5.3)* |
| 23.6 |
|
Consent of Guangdong Wesley Law Firm* |
| 24.1 |
|
Form of Power of Attorney (included on signature pages)* |
| 107 |
|
Registration Fee Table* |
*
Previously filed
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-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, on April 14, 2026.
| |
707 Cayman
Holdings Limited |
| |
|
|
| |
By: |
/s/
Cheung Lui |
| |
Name: |
Cheung Lui |
| |
Title: |
Executive Director and
Chief Executive Officer |
| |
707 Cayman
Holdings Limited |
| |
|
|
| |
By: |
/s/
Chak Ka Wai |
| |
Name: |
Chak Ka Wai |
| |
Title: |
Chief Financial Officer |
POWER
OF ATTORNEY
We,
the undersigned directors of 707 Cayman Holdings Limited and executive officers of 707 Cayman Holdings Limited and its subsidiaries hereby
severally constitute and appoint, singly (with full power to act alone), our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution in him for him and in his name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the
same Offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and him, full power
and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full 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 his substitute or substitutes 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 the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Cheung Lui |
|
|
|
April
14, 2026 |
| Cheung
Lui |
|
Executive Director |
|
|
| |
|
|
|
|
| /s/
Chak Ka Wai |
|
|
|
April
14, 2026 |
| Chak
Ka Wai |
|
Chief Financial Officer |
|
|
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 or amendment thereto in New York, NY on April 14, 2026.
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice President of
behalf of Cogency Global, Inc. |
