The Capital Markets team at Concord & Sage PC has recently completed several significant U.S. capital markets transactions, further demonstrating the firm’s strong capabilities in U.S. securities law and complex corporate matters. These transactions include:

1. The NASDAQ IPO of Billion Group Holdings Limited (BGHL)

2. A Rule 144 legal opinion for Super X AI Technology Ltd. (NASDAQ: SUPX)

3. A legal opinion on the share disposal transaction of TRON, a leading virtual currency company listed on NASDAQ

Concord & Sage PC is pleased to announce that, as the U.S. counsel to the issuer Billion Group Holdings Limited (“Billion Group”), the firm assisted the company in filing its Form F-1 registration statement with the U.S. Securities and Exchange Commission (SEC). Billion Group plans to list on the NASDAQ Capital Market under the ticker symbol “BGHL” in the near future.

In this IPO, Billion Group intends to offer 1.6 million ordinary shares at a price range of US$4.00 to US$6.00 per share, with an expected total offering size of approximately US$8 million. After deducting underwriting discounts and commissions, the net proceeds are expected to be approximately US$7.44 million. Upon completion of the offering, the company’s total outstanding shares are expected to reach 20 million, implying a post-offering valuation of approximately US$100 million.

Billion Group Holdings Limited, an exempted company incorporated in the Cayman Islands, operates its principal business through its wholly owned subsidiary Billion Enterprise International Limited, incorporated in Hong Kong in 2015. The company specializes in the sourcing and trading of premium and rare food products worldwide, including frozen Wagyu beef, fine wines and spirits, and premium seafood delicacies. Its customers include foodservice distributors, five-star hotels, high-net-worth families, and upscale retail channels. Billion Group primarily adopts a B2B business model, expanding its market reach through the sales networks and consumer bases of its clients.

In this IPO project, the Capital Markets team of Concord & Sage PC acted as U.S. legal counsel to Billion Group, providing comprehensive legal services throughout the entire listing process. The scope of services included drafting and filing the Form F-1 prospectus, advising on U.S. securities law compliance, structuring corporate governance, advising on listing requirements, and preparing and submitting SEC disclosure filings.

This project was led by Partners Kyle Leung and Qin Li, with team members including Attorneys Zhiwei Hua and Yiling He, and legal assistants Ziwen Wang and Yitan Shen.

Qin Li, Managing Partner of Concord & Sage PC, commented: “We are honored to have served as U.S. legal counsel to Billion Group Holdings Limited in connection with its IPO journey to the NASDAQ Capital Market. This transaction marks an important milestone in the company’s development and lays a solid capital foundation for its continued growth and expansion in the global premium food supply chain sector. We look forward to witnessing Billion Group leverage the power of the capital markets to explore broader opportunities on the international stage.”

Partner Kyle Leung added: “Billion Group’s listing on NASDAQ is a natural progression following years of dedicated focus in its niche segment and the solidification of its business fundamentals. It also marks a pivotal step forward in the company’s globalization strategy. As the issuer’s U.S. legal counsel, we are privileged to have accompanied our client through every stage — from strategic planning to capital markets execution — a process that reflects not only our professional mission but also our commitment to helping cross-border enterprises go global.”

In addition to the Billion Group IPO, Concord & Sage PC also advised on other notable transactions, including the issuance of a Rule 144 legal opinion for the transfer of shares in Super X AI Technology Ltd. (NASDAQ: SUPX), a listed company with a market capitalization of approximately US$1.9 billion, and providing a legal opinion on the share disposal transaction of TRON, a well-known virtual currency company listed on NASDAQ.