As
filed with the U.S. Securities and Exchange Commission on June 4, 2024
Registration
No. 333-239225
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 22 TO
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALE
GROUP HOLDING LIMITED
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
8742 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
Unit
1005, 10/F, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui, Hong Kong
(+852)
3620 2688
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi
& Associates
850
Library Avenue
Suite
204
Newark,
Delaware 19711
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a Copy to:
Joan
Wu, Esq.
Ying Li, Esq.
Guillaume
de Sampigny, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New
York, New York 10022
(212)
530-2208 |
|
Elizabeth
F. Chen, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
(212)
326-0199 |
Approximate
date of commencement of proposed sale to the public: Promptly 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 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
ALE Group Holding Limited is filing this Post-Effective Amendment No.
22 (“Amendment No. 22”) to the Registration Statement on Form F-1 (Registration No. 333-239225) (the “Registration Statement”),
as an exhibit-only filing. Accordingly, this Amendment No. 22 consists only of the facing page, this explanatory note, Part II of the
Registration Statement, the signature pages to the Registration Statement, and the exhibits being filed with this Amendment
No. 22. The prospectus is unchanged and has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our
Amended and Restated Charter, which has become effective on June 25, 2021, empowers us to indemnify our directors and officers against
certain liabilities they incur by reason of their being our director or officer.
We
have also entered into indemnification agreements with each of our directors and executive officers in connection with
this offering. Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities
and expenses incurred by such persons in connection with claims made by reason of their being our director or officer.
The
underwriting agreement in connection with this offering also provides for indemnification of us and our officers, directors or persons
controlling us for certain liabilities.
We
intend to obtain directors’ and officer’s liability insurance coverage that will cover certain liabilities of our directors
and officers arising out of claims based on acts or omissions in their capacities as directors or officers.
ITEM
7. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM
8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
Exhibits
See
the Exhibit Index attached to this registration statement, which is incorporated by reference herein.
(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 Consolidated Financial
Statements or the 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
SEC 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
| * |
Filed
herewith |
| *** |
Previously
filed |
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 post-effective amendment No. 22
to the 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 June 4, 2024.
| |
ALE
Group Holding Limited |
| |
|
|
| |
By: |
/s/
Tak Ching (Anthony) Poon |
| |
|
Tak
Ching (Anthony) Poon |
| |
|
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| /s/
Tak Ching (Anthony) Poon |
|
Chief
Executive Officer, Chairman of the Board |
|
June 4, 2024 |
| Name:
Tak Ching (Anthony) Poon |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief
Financial Officer, Director |
|
June 4, 2024 |
| Name:
Wai Man (Raymond) Yip |
|
(Principal
Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| * |
By: |
/s/ Tak Ching (Anthony) Poon |
| |
|
Tak Ching (Anthony) Poon |
| |
|
Attorney-in-fact |
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 Newark, DE, on June 4, 2024.
| |
Puglisi
& Associates |
| |
|
|
| |
By: |
/s/
Donald J. Puglisi |
| |
|
Name: |
Donald
J. Puglisi |
| |
|
Title: |
Managing
Director |
II-5
