F-1/A

As filed with the U.S. Securities and Exchange Commission on September 22, 2022

Registration No. 333-266116

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JUNEE LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands	7389	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Studio 20, 11 F, International Plaza, 20 Sheung Yuet Road,
Kowloon Bay, Kowloon, Hong Kong
(+852) 2780 7733

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

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Ying Li, Esq.
Lisa Forcht, Esq.
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, New York 10005
(212) 530-2206 Jeffrey Li, Esq. FisherBroyles LLP 1200 G Street, Suite 800, NW Washington DC 20005 (202) 830-5905

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 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 Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This amendment No. 3 to the registration statement on Form F-1 (“Registration Statement”) is being filed solely to include Exhibit 23.1 and Exhibit 107, which supplement Amendment No.2 to Registration Statement on Form F-1 filed on September 8, 2022, to the Registration Statement as indicated in the Exhibit Index contained in Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Amended Memorandum and Articles, which became effective on July 15, 2022, empowers us to indemnify our directors and officers against certain liabilities they incur by reason of their being a director or officer of our Company.

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 a director or officer of our Company.

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 directors and officers of our Company arising out of claims based on acts or omissions in their capacities as directors or officers.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

On August 25, 2021, we issued 1,000 Ordinary Shares to OPS Holdings Limited pursuant to the exemption from registration available under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. No underwriters were involved in these issuances of securities.

Securities/Purchaser	Date of Issuance	Number of Securities		Consideration
Ordinary Shares
OPS Holdings Limited	August 25, 2021		1,000

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.

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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.

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement***
3.1	Amended Memorandum and Articles of Association, effective dated September 6, 2022***
4.1	Specimen Certificate for Ordinary Shares***
5.1	Opinion of Ogier regarding the validity of the Ordinary Shares being registered***
8.1	Opinion of Ogier as to BVI tax matters (included in Exhibit 5.1)***
8.2	Opinion of Hunter Taubman Fischer & Li LLC regarding certain U.S. Federal Income Taxation matters***
10.1	Form of Indemnification Agreement between the Registrant and its directors and executive officers***
10.2	Form of Employment Agreement between the Registrant and its CEO Yee Man (Thomas) Law***
10.3	Form of Employment Agreement between the Registrant and its CFO Hing Wah (Raymond) Tong***
10.4	Template of Master Agreement with Suppliers***
10.5	Form of Client Terms and Conditions***
21.1	Subsidiary***
23.1	Consent of Friedman LLP, Independent Registered Public Accounting Firm*
23.2	Consent of Ogier (included in Exhibit 5.1)***
23.3	Consent of Hui & Lam LLP (included in Exhibit 99.10)***
23.4	Consent of Jincheng Tongda & Neal Law Firm***
23.5	Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 8.2)***
24.4	Powers of Attorney (included on signature page)*
99.1	Code of Business Conduct and Ethics of the Registrant***
99.2	Consent of Yee Man Thomas Law***
99.3	Consent of Wai King (Vincent) Or***
99.4	Registrant’s Representation Pursuant to Requirements of Form 20-F, Item 8.A.4***
99.5	Consent of Man Sun Yeung***
99.6	Consent of Chiu Ho (Lewis) Chou***
99.7	Consent of Kit Wa (Anthea) To***
99.8	Consent of Hing Wah (Raymond) Tong***
99.9	Consent of Frost & Sullivan***
99.10	Opinion of Hui & Lam LLP regarding certain Hong Kong Legal Matters***
99.11	Opinion of Jincheng Tongda & Neal Law Firm regarding Article 177 of the PRC Securities Law***
107	Filing Fee*

* Filed herewith

** To be filed by amendment

*** Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 September 22, 2022.

Junee Limited
By:	/s/ Sai Kit (Dicky) Yip
	Sai Kit (Dicky) Yip
	Executive Director

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.

Signature	Title	Date
/s/ Yuk Ki (Francis) Chan	Executive Director	September 22, 2022
Name: Yuk Ki (Francis) Chan
/s/ Siu Lai So	Executive Director	September 22, 2022
Name: Siu Lai So
/s/ Sai Kit (Dicky) Yip	Executive Director	September 22, 2022
Name: Sai Kit (Dicky) Yip

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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 New York, NY, on September 22, 2022.

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

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EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form F-1 (Amendment No. 2) of our report dated December 14, 2021, except for Note 12, which is dated September 8, 2022, with respect to our audits of the consolidated financial statements of Junee Limited and Subsidiaries as of June 30, 2021 and 2020. We also consent to the reference to our firm under the heading “Experts” in the Prospectus.

/s/ Friedman LLP

New York, New York
September 8, 2022

 

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

AMENDMENT NO. 3 TO

F-1
(Form Type)

Junee Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule		Amount Registered			Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price (1)		Fee Rate		Amount of Registration Fee		Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees To Be Paid
Fees Previously Paid	Equity	Ordinary Shares		457(o)		3,571,429	(2)	$	6.00	$	21,428,574		.0000927	$	1,986.43
	Equity	Ordinary Shares		457(o)		1,428,571	(3)	$	6.00	$	8,571,426		.0000927	$	794.57
Carry Forward Securities
Carry Forward Securities
	Total Offering Amounts									$	30,000,000			$	2,781.00
	Total Fees Previously Paid													$	1,854.00
	Total Fee Offsets													$	0.00
	Net Fee Due													$	927.00

⁽¹⁾ Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

⁽²⁾ Pursuant to Rule 416 under the Securities Act, we are also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions.

⁽³⁾ Reflects the ordinary shares registered for resale by the selling shareholders identified herein.