IPOs & Offerings
Ray Maple Files Registration Statement for Proposed U.S. Share Offering
Ray Maple Inc. submitted a preliminary Form F-1 registration statement to the Securities and Exchange Commission for a proposed initial public offering and planned Nasdaq Capital Market listing.
By Carter Hayes ·
Key takeaways
- Ray Maple’s filing describes a proposed initial public offering of ordinary shares, not a completed financing or public listing.
- The company plans to apply to list its ordinary shares on the Nasdaq Capital Market, but said the offering will not proceed without listing approval.
- The preliminary prospectus says securities cannot be sold until the registration statement becomes effective.
- Ray Maple is a Cayman Islands holding company whose operating business is mainly conducted in Hong Kong through OUS HK.
Registration statement outlines proposed offering
Ray Maple Inc. filed a Form F-1 registration statement with the U.S. Securities and Exchange Commission for a proposed initial public offering of ordinary shares. The filing identifies Ray Maple as a Cayman Islands company and describes the transaction as an initial public offering.
The company said it intends to apply for a Nasdaq Capital Market listing for its ordinary shares. The filing does not provide an assigned trading symbol, and it states that the company will not consummate the offering if its shares are not approved for listing on Nasdaq.
Prospectus remains preliminary
The filing is a preliminary prospectus, and the company says the information may change. It also states that it may not sell the securities until the registration statement is effective.
Ray Maple indicated that the proposed public sale is expected to begin promptly after the registration statement becomes effective. The filing therefore does not establish that the company has completed an offering, received proceeds or begun public trading.
Hong Kong operating business provides IT and marketing services
Ray Maple says its business is mainly conducted in Hong Kong through its Hong Kong subsidiary, OUS HK. The Cayman Islands parent has no material operations of its own and conducts substantially all operations through the Hong Kong operating entity.
OUS HK provides information-technology solutions consulting and marketing services. Its IT offerings include modular cloud-based systems for enterprise resource planning, customer and employee management, project execution and business intelligence. Its marketing services include social-media management, influencer marketing, advertising, event management, search-engine optimization and e-commerce solutions.
The company says its business initially focused on marketing before expanding into IT solutions in early 2023. It disclosed a limited operating history in providing integrated IT and marketing solutions.
Filing describes cross-border and audit considerations
Ray Maple says neither it nor its subsidiaries conducts business in Mainland China and that its operations are substantially located in Hong Kong. Based on advice from its PRC counsel, the company said it was not required, as of the prospectus date, to obtain permissions or approvals from PRC authorities before listing in the United States and issuing ordinary shares to foreign investors.
The filing also says that future changes in laws, regulations or policies could affect those conclusions. Ray Maple identifies potential risks relating to regulatory developments, its Hong Kong operations and its ability to continue offering securities.
Ray Maple’s auditor, AOGB CPA Limited, is headquartered in Hong Kong, is registered with the Public Company Accounting Oversight Board and is subject to regular PCAOB inspections, according to the filing. The company also notes that an inability by the PCAOB to inspect or investigate its auditor completely in the future could lead to trading restrictions or delisting risk under the Holding Foreign Companies Accountable Act framework.