BLUEMOUNT HOLDINGS LIMITED Form F-1 Registration Statement

Approximate date of commencement of proposed sale to the public:As soon aspracticable after effectiveness of this registration statement. If any of the securities beingregistered on this Form are to be offered on a delayed or continuous basis pursuant toRule415 under the Securities Actof1933, check the following box. Ifthis Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.☐ If this Form is a post-effective amendment filed pursuant to Rule462(c)under theSecurities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.☐ If this Form is a post-effective amendment filed pursuant to Rule462(d)under theSecurities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.☐ Table of Contents Indicate by check mark whether the registrant is an emerging growth company asdefined in Rule405 of the Securities Actof1933. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP, indicate by check mark if the registrant has elected not to use the extendedtransitionperiod for complying with any new or revised financial accounting standardsprovided pursuant to Section7(a)(2)(B)of the Securities Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5, 2012. The registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933 or until theregistrationstatement shall become effective on such date as the Securities andExchange Commission acting pursuant to said Section8(a),may determine. Information contained herein is subject to completion or amendment. A registration statementrelating to these securities has been filed with the Securities and Exchange Commission. Thesesecurities may not be sold nor may offers to buy be accepted prior to the time the registrationstatement becomes effective. This prospectus shall not constitute an offer to sell or the solicitationof an offer to buy nor shall there be any sale of these securities in any State in which such offer,solicitation or sale would be unlawful prior to registration or qualification under the securities lawsof any such State. PRELIMINARY PROSPECTUS Bluemount Holdings Limited1,375,000 CLASS B ORDINARY SHARES This is an initial public offering of the Class B ordinary shares, par value US$0.0001 pershare (“Class B Ordinary Shares”) of Bluemount Holdings Limited (“Bluemount Cayman”).Weare offering 1,375,000 Class B Ordinary Shares of Bluemount Cayman,on a firmcommitment basis. No public market currently exists for our Class B Ordinary Shares. Theinitial public offering price is expected to be between $4.00 to $5.00 per Class B OrdinaryShares. We have applied to list our Class B Ordinary Shares on the Nasdaq Capital Marketunder the symbol “BMHL”. At this time, Nasdaq Capital Market has not yet approved ourapplication to list our Class B Ordinary Shares. The closing of this offering is conditioned uponNasdaq Capital Market’s final approval of our listing application. However, there is noassurance that this offering will be closed and our Class B Ordinary Shares will be trading onthe Nasdaq Capital Market. We are an “emerging growth company,” as defined in the Jumpstart Our BusinessStartups Act of 2012 and will be subject to reduced public company reporting requirements.See “Prospectus Summary —Implications of Being an Emerging Growth Company and aForeign Private Issuer.” We historically conducted our business through Bluemount Financial Group Limited (“Bluemount HK”),a company incorporated under the laws of Hong Kong, through its subsidiaries, namely, (i) Bluemount CapitalLimited (“Bluemount Capital”), (ii) Bluemount Commodities Limited (“Bluemount Commodities”), (iii)Bluemount Securities Limited (“Bluemount Securities”), and (iv) Bluemount Asset Management Limited(“BluemountAsset Management”),all incorporated in Hong Kong(Bluemount Capital,BluemountCommodities, Bluemount Securities, and Bluemount Asset Management are collectively referred as the“Operating Subsidiaries”). Bluemount Securities and Bluemount Asset Management are corporations licensedby the HKSFC (as defined below). BluemountHoldings Limited is not a Hong Kong operating company,but anoffshore holding company incorporated in the Cayman Islands. As a hol