PART I
ITEM 1. BUSINESS.
Introduction
We were incorporated in the Cayman Islands on August 18, 2022 as an exempted company with limited liability, under the name Protopia Global Holdings Inc. We conduct our operations in Hong Kong primarily through our operating subsidiary in Hong Kong. We filed an initial registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “Commission”) on January 20, 2023, which became effective on May 12, 2023 (as amended as of May 12, 2023, the “Registration Statement”), pursuant to which up to 1,000,000 of our ordinary shares, par value $0.00001 per share (each, an “Ordinary Share”, collectively, “Ordinary Shares”) became registered under the U.S. Securities Act of 1933, as amended (the “Securities Act’) in a self-underwritten best-efforts public offering (the “Public Offering”).
The Ordinary Shares were, and continue to be, offered at the fixed price of $0.50 per share. The self-underwritten best-efforts Public Offering will terminate on the earliest of (i) 180 days following the effective date of the Registration Statement, or November 8, 2023, (ii) the date on which the offering is fully subscribed, and (ii) the date which management determines to terminate the offering.
As of the date of this Annual Report on Form 10-K, no Ordinary Shares have been sold in the Public Offering.
Corporate Structure
The Company owns 100% of one wholly owned subsidiary named Protopia International Company Limited, a company incorporated in Hong Kong on August 26, 2022.
Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2020 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
Business Development
We have generated $10,024 service income and have accumulated losses in the amount of $45,903 for the period from our date of incorporation to June 30, 2023. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.
Since the date of incorporation to June 30, 2023, our efforts had been devoted primarily to startup and development activities, which include the following:
Business of the Company
Principal Services and Principal Markets
We assist small- and medium-sized non-U.S. companies in accessing international capital markets through listings on U.S. nationally recognized stock exchanges such as the Nasdaq Global Market, the Nasdaq Capital Market and NYSE American or quotation by the OTC Markets Group (OTCQX, OTCQB and Pink). We are offering our services to clients with operations in Hong Kong presently, and we intend to expand the distribution of our services into China as opportunities permit. We facilitate this goal by acting as a project manager to provide consulting, liaison and coordination services to non-U.S. companies. In addition, after our clients become publicly traded companies, we will provide them with continuing consulting services related to maintaining compliance with the requirements of pertinent jurisdictions and regulatory agencies. Such consulting, liaison and coordination services that we intend to provide include or address, without exclusivity, the following:
When our clients engage us to provide our advisory services in connection with the process of the initial listing of their securities in the U.S., we provide our business advice related to the initial eligibility requirements and evaluate such client’s proposed business plan and discuss proposed recommendations to that business plan.
We do not have pre-arranged agreements with any independent third-party accounting, legal or other professional services firms for the provision of services to our clients. We may provide a list of such professionals to our client for their selection and determination which professionals they want to engage.
Terms of Professional Agreements for Our Services.
All professional services agreements with client contain explicit disclaimers that we do not provide legal advice to our clients.