Bluemount Holdings Ltd-B美股招股说明书(2025-07-11版)

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 $4.00 per Class B Ordinary Share. Our Class B Ordinary Shareshave been approved to list on the Nasdaq Capital Market under the symbol “BMHL”. 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 holding companywith no material operations of our own, we conduct all of our operations through ouroperating companies in Hong Kong. This is an offering of the Class B Ordinary Shares ofBluemount Holdings Limited, the holding company in the Cayman Islands, instead of theshares of Hong Kong operating subsidiaries. References to the “Company”, “we”,“us”, and “our” in the prospectus are to Bluemount Cayman, the Cayman Islandentity that will issue the Shares being offered. The Company’s ownership interest in ourHongKong operating subsidiaries is held through intermediate companies in HongKong. Investors in our Class B Ordinary Shares should be aware that they may never holdequity interests in the Hong Kong operating companies directly. Investors are purchasingequitysolely in Bluemount Cayman,our Cayman Islands holding company,whichindirectly owns equity interests in our Hong Kong operating companies. Because of ourcorporate structure, we as well as our investors are subject to unique risks due touncertainty of the interpretation and the application of PRC laws and regulations. We arealso subject to the risks of uncertainty about any future actions of the PRC governmentin this regard. We may also be subject to sanctions imposed by PRC regulatory agenciesincluding the China Securities Regulatory Commission (“CSRC”), if we fail to complywith their rules and regulations. On February 17, 2023, with the approval of the StateCouncil, CSRC released the Trial Administrative Measures of Overseas Securities OfferingandListing by Domestic Companies(the“Trial Measures”)and five supportingguidelines, which became effective on March 31, 2023. According to the Trial Measures,among other requirements, (1) domestic companies that seek to offer or list securitiesoverseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; ifa domestic company fails to complete the filing procedures, such domestic companymay be subject to administrative penalties; and (2) where a domestic company seeks toindirectly offer and list securities in an overseas market, the issuer shall designate amajor domestic operating entity responsible for all filing procedures with the CSRC, andsuchfilings shall be submitted to the CSRC within three business days after thesubmissionof the overseas offering and listing application.As of the date of thisprospectus, to the best of our knowledge and belief, since we do not have operations inmainland China, we are not subject to the filing procedures under the Trial Measures andthere are no effective laws or regulations in the PRC explicitly require our Company orthe operating subsidiaries in Hong Kong to seek approvals from the CSRC or any otherPRC governmental authorities for our overseas listing plan. PRC regulatory authoritiescould disallow our operating structure in the future, and this would likely result in amaterial change in our operations in China and/or the value of our Class B OrdinaryShares, which could cause the value of such securities to significantly decline or become worthless. See “Risk Factors” beginning onpage25of this prospectus for a discussion of risks facing the Company and the offeringas a result of this structure. There are legal and operational risks associated with being based in and having themajorityof our operations in China.The PRC governm