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707 Cayman Holdings JEM

707 Cayman Holdings: Securities offering (amended)

Securities offering (amended)

Form
F-1/A
Filed
Importance
Routine
  1. Up to 2,000,000 Units offered
  2. Each Unit includes 1 Class A Ordinary Share and 4 Common Warrants
  3. Public offering price of $2.60 per Unit

Written from the F-1/A on EDGAR. AI can make mistakes. Check the filing.

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What changed since the last draft

2 changes since the F-1/A filed Oct 28, 2026

Compared with the F-1/A 0001493152-26-049083, filed Oct 28, 2026.

  1. Changed Dilution

    Historical net tangible book value per Class A Ordinary Share as of March 31, 2026 48.73 Decrease in as…

    Now "US$2.60", was "US$3.60".

    From the filings

    Before

    Historical net tangible book value per Class A Ordinary Share as of March 31, 2026 48.73 Decrease in as adjusted net tangible book value per Class A Ordinary Share, resulting from subsequent transactions (37.03 ) As adjusted net tangible book value per Class A Ordinary Share as of March 31, 2026 11.70 Decrease in net tangible book value per Class A Ordinary Share attributed to investors in this offering (6.11 ) Pro forma net tangible book value per Class A Ordinary Share after giving effect to this offering 5.59 Dilution per Class A Ordinary Share to new investors participating in this offering (1.99 ) A US$0.2 increase (decrease) in the fixed offering price of US$3.60 per Unit, which is the fixed offering price set forth on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value per share by US$0.15, and increase (decrease) dilution to new investors by US$0.05 per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us.

    Now

    Historical net tangible book value per Class A Ordinary Share as of March 31, 2026 48.73 Decrease in as adjusted net tangible book value per Class A Ordinary Share, resulting from subsequent transactions (37.03 ) As adjusted net tangible book value per Class A Ordinary Share as of March 31, 2026 11.70 Decrease in net tangible book value per Class A Ordinary Share attributed to investors in this offering (6.86 ) Pro forma net tangible book value per Class A Ordinary Share after giving effect to this offering 4.84 Dilution per Class A Ordinary Share to new investors participating in this offering (2.24 ) A US$0.2 increase (decrease) in the fixed offering price of US$2.60 per Unit, which is the fixed offering price set forth on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value per share by US$0.15, and increase (decrease) dilution to new investors by US$0.05 per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us.

  2. Changed Use of proceeds

    However, because this is a best-efforts offering and there is no minimum offering amount required as a…

    Drops "upon an assumed fixed offering price of US$3.60 per Unit, (i) assuming the sale of all…".

    From the filings

    Before

    upon an assumed fixed offering price of US$3.60 per Unit, (i) assuming the sale of all of the Class A Ordinary Shares in this offering, and excluding the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$7,200,000, and net proceeds of approximately US$7,127,228, after deducting estimated offering expenses of approximately US$72,772 payable by us, and (ii) assuming the sale of all of the Class A Ordinary Shares in this offering, and including the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$9,120,000, and net proceeds of approximately US$9,047,228, after deducting estimated offering expenses of approximately US$72,772 payable by us. However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

    Now

    However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 8 changes

filed with the Securities and Exchange Commission on October 28, November 4, 2026

32 unchanged paragraphs

public offering price per Unit is an assumed price only. The actual number of Units comprised of Class A Ordinary Shares and Common Warrants sold in the offering and actual public offering price will be determined at the time of pricing and may be at a discount to the current market price of the Units or to the assumed price set forth above. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price. The assumed public offering price is used so that we can provide certain disclosures, which require a calculation based on the public offering price.

US$0.24 par value per Class A Ordinary Share (the "Class A Ordinary Shares") at an assumed a public offering price of US$3.60 US$2.60 per Unit; and (ii) four common warrants to purchase up to four Class A Ordinary Shares ("Common Warrants") at an assumed exercise price of US$0.24 per Common Warrant ( (representing 6.67% 9.23% of the assumed public offering price per Class A Ordinary

Ordinary Share to be sold in this offering). Assuming that all warrants are exercised, the per share price of the five Class A Ordinary Shares underlying each Unit would be $0.91, which would be an effective price per share of $0.91.

Shares underlying each Unit would be $0.71, which would be an effective price per share of $0.71.

share price is volatile. Since being listed on the Nasdaq Capital Market, our Class A Ordinary Shares have traded at a low of US$3.40 US$2.39 and a high of US$1,668 US$1,896 (which prices have been updated to reflect recent share consolidations). There has been no change recently in our financial condition or results of operations that is consistent with the recent change in our share price. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol JEM. On October 27, 2026, the last reported sales price of our Class A

Shares are listed on the Nasdaq Capital Market under the symbol JEM. On November 4, 2026, the last reported sales price of our

Class A Ordinary Shares on the Nasdaq Capital Market was US$2.52 US$2.57 per Class A Ordinary Share. There is no established public trading market for the Common Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the warrants will be limited. In addition, we do not intend to list the Common Warrants on the Nasdaq Capital Market, any other national securities exchange, or any other trading system.

37 unchanged paragraphs

The offering 5 changes

Up to 2,000,000 Units, each consisting of (i) one Class

Class A Ordinary Share at an assumed a fixed offering price of US$3.60 US$2.60 per Unit, and (ii) four Common Warrants the exercise of which entitle the holder to Class A Ordinary Shares at the price of $0.24 per Common Warrant.

Assumed Public offering price

The Units are offered at a public offering price of US$2.60

The Units are offered at an assumed public offering price of US$3.60 per Unit, and the assumed exercise price per Common Warrant is US$0.24. Assuming that all warrants are exercised, the per share price of the five Class A Ordinary Shares underlying each Unit would be $0.91, $0.71, which would be an effective price per share of $0.91. $0.71.

7 unchanged paragraphs

Risk factors 3 changes

16 unchanged paragraphs

of which is comprised of (i) one Class A Ordinary Shares and (ii) four Common Warrants. If you purchase Units in this offering, you will pay substantially more than our net tangible book value per Class A Ordinary Share notwithstanding that each Unit is comprised of one Class A Ordinary Share and four Common Warrants. As a result, you will experience immediate and substantial dilution of US$1.99 US$2.24 per Class A Ordinary Share, representing the difference between our pro forma net tangible book value per Class A Ordinary Share of US$5.59 US$4.84 per Class A Ordinary Share as of March 31, 2026, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Units offered by us as set forth on the cover page of this prospectus and an assumed a public offering price of US$3.60 US$2.60 per Unit.

2 unchanged paragraphs

In addition, assuming the issuance of all of the

the Class A Ordinary Shares underlying the warrants issued with the Units, the effective price per share will be $0.91. $0.71. Given that the recent closing price of our Class A Ordinary Shares was $2.66 $2.57 on October 27, November 4, 2026, we expect that this effective per share price will negatively impact the price of our Class A Ordinary Shares.

246 unchanged paragraphs

Use of proceeds 2 changes

upon an assumed a fixed offering price of US$3.60 US$2.60 per Unit, (i) assuming the sale of all of the Class A Ordinary Shares in this offering, and excluding the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$7,200,000, US$5,200,000, and net proceeds of approximately US$7,127,228, US$5,127,228, after deducting estimated offering expenses of approximately US$72,772 payable by us, and (ii) assuming the sale of all of the Class A Ordinary Shares in this offering, and including the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$9,120,000, US$7,120,000, and net proceeds of approximately US$9,047,228, US$7,047,228, after deducting estimated offering expenses of approximately US$72,772 payable by us. However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

4 unchanged paragraphs

Capitalization 2 changes

3 unchanged paragraphs

of 520,832 shares of Class A Ordinary Shares and (ii) the issuance of fractional shares from Share Consolidations; and on a pro forma basis giving effect to (a) issuance of 2,000,000 Class A Ordinary Shares offered hereby based on an assumed offering price of US$3.60 US$2.60 per Unit, assuming the sale of all the Class A Ordinary Shares we are offering and excluding the 8,000,000 Class A Ordinary Shares underlying the Common Warrants, and (ii) the application of the net proceeds after deducting estimated offering expenses payable by us and assuming no exercise of Offered Common Warrants pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with "Use of Proceeds," "Selected Consolidated Financial and Other Data," and our consolidated financial statements and related notes included elsewhere in this prospectus.

3 unchanged paragraphs

Class A Ordinary Shares US$0.24 par value, shares outstanding: 117,581 actual; 662,816 as adjusted; 2,662,816 on a pro forma basis US$ 28,194 US$ 159,051 US$ 639,051 Class B Ordinary Shares US$0.24 par value, shares outstanding: 32,525 actual; 32,525 as adjusted; 32,525 on a pro forma basis US$ 7,816 US$ 7,816 US$ 7,816 Additional paid-in capital 22,136,159 24,030,302 US$ 30,677,530 28,677,530 Accumulated losses (2,802,545 ) (2,802,545 ) US$ (2,802,545 ) Deferred compensation (13,639,472 ) (13,639,472 ) US$ (13,639,472 ) Total Shareholders' Equity US$ 5,730,152 US$ 7,755,152 US$ 14,882,380 12,882,380 Total Capitalization US$ 5,730,152 US$ 7,755,152 US$ 14,882,380 12,882,380 # The number of Ordinary Shares that will be outstanding after this offering is based on 117,581 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (giving retroactive effect of post 20-to-1 effective on April 13, 2026 and 12-to-1 consolidation effective on June 10, 2026 (with shares trading on a post-consolidation basis from July 14, 2026).

Dilution 5 changes

purchasing our Units in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their underlying Class A Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the assumed offering price of our Class A Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Class A Ordinary Shares immediately after this offering. All information in this section has been presented giving retroactive effect to the Share Consolidation.

1 unchanged paragraph

This represents an immediate decrease in pro forma net tangible book value of US$6.11 per Ordinary Share to our existing stockholders and an immediate dilution of US$1.99 per Ordinary Share to new investors purchasing Class A Ordinary Shares in this offering.

After giving effect to the sale of 2,000,000 Class A Ordinary Shares in this offering by the Company at the offering price of US$3.60 US$2.60 per Unit, the pro forma net tangible book value would have been be approximately US$14.9 US$12.9 million, or US$5.59 US$4.84 per Ordinary Share. This represents an immediate decrease in pro forma net tangible book value of US$6.11 per Ordinary Share to our existing stockholders and an immediate dilution of US$2.24 per Ordinary Share to new investors purchasing Class A Ordinary Shares in this offering.

1 unchanged paragraph

Assumed Public offering price per Class A Ordinary Share

Historical net tangible book value per Class A Ordinary Share as of March 31, 2026 48.73 Decrease in as adjusted net tangible book value per Class A Ordinary Share, resulting from subsequent transactions (37.03 ) As adjusted net tangible book value per Class A Ordinary Share as of March 31, 2026 11.70 Decrease in net tangible book value per Class A Ordinary Share attributed to investors in this offering (6.11 (6.86 ) Pro forma net tangible book value per Class A Ordinary Share after giving effect to this offering 5.59 4.84 Dilution per Class A Ordinary Share to new investors participating in this offering (1.99 (2.24 ) A US$0.2 increase (decrease) in the fixed offering price of US$3.60 US$2.60 per Unit, which is the fixed offering price set forth on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value per share by US$0.15, and increase (decrease) dilution to new investors by US$0.05 per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us.

18 unchanged paragraphs

Description of the securities 1 change

3 unchanged paragraphs

Common Warrant offered hereby will have an assumed initial exercise price equal to US$0.24 per Class A Ordinary Share. The Common Warrants will be immediately exercisable and will expire on the third anniversary of the initial exercise date. The exercise price and number of Class A Ordinary Shares issuable upon exercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, subsequent rights offerings, and pro rata distributions.

7 unchanged paragraphs

Exhibits 2 changes

24 unchanged paragraphs

to the requirements of the Securities Act, 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 October 28, November 5, 2026.

7 unchanged paragraphs

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 in New York, NY on October 28, November 5, 2026.

2 unchanged paragraphs

Unchanged: Prospectus summary, Business, Dividend policy, Forward-looking statements, Management, Plan of distribution

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.

The F-1/A, section by section

4 sections, 21 points, each pinned to the sentence it rests on in the prospectus on EDGAR.

Offering terms

Proposed symbol
JEMOur Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol JEM. On November 4, 2026, the last reported sales price of our Class A Ordinary Shares on the Nasdaq Capital Market was US$2.57 per Class A Ordinary Share.

As stated in the filing on Nov 5, 2026.

Prospectus summary

  1. The company sells apparel products and provides supply chain management services. 1
  2. The company had revenue of HK$84.0 million, HK$88.0 million, and HK$107.0 million for the fiscal years ended September 30, 2023, 2024, and 2025. 2
  3. The company provides in-house design services and expects to outsource less design work. 3
  4. The company prepares techpacks for third-party manufacturers to produce apparel products. 4
  5. The company sells finished apparel products to customers at a mark-up. 5
  6. The company serves customers in Western Europe, North America, the Middle East, and East Asia. 6
From the filing
  1. We, through 707IL, are a Hong Kong-based group that sells quality apparel products and provide supply chain management total solutions to our customers spanning from Western Europe, North America to the Middle East and East Asia.
    Back
  2. For the fiscal years ended September 30, 2023, 2024 and 2025, our revenue amounted to approximately HK$84.0 million, HK$88.0 million and HK$107.0 million, respectively.
    Back
  3. the recruitment of our own in-house designer in February 2024, we are equipped to provide full in-house design services and we expect that we will outsource less design work to external consulting companies.
    Back
  4. With the detailed requirements of our customers in mind, our product development staff will prepare techpacks for use by the third-party manufacturers who manufacture the apparel products for our customers.
    Back
  5. cases where we sell the finished products to our customers at a mark-up to compensate us for the comprehensive supply chain management services we provide to them,
    Back
  6. We serve a range of customers spanning from Western Europe, North America and the Middle East and East Asia.
    Back

Risk factors

  1. The company is offering up to 2,000,000 Units, each containing one Class A Ordinary Share and four Common Warrants. 1
  2. There is no established public trading market for the Common Warrants, and the company does not expect one to develop. 2
  3. The company is a Cayman Islands exempted company with assets primarily in Hong Kong. 3
  4. The company may lose its foreign private issuer status, leading to higher costs. 4
  5. The company operates in a highly competitive market with over 10,000 competitors in Hong Kong. 5
  6. A strong U.S. dollar may reduce demand for the company's products due to higher prices after currency conversion. 6
From the filing
  1. This offering is for up to 2,000,000 Units, each of which is comprised of (i) one Class A Ordinary Shares and (ii) four Common Warrants.
    Back
  2. There is no established public trading market for the Common Warrants being offered in this offering, and we do not expect a market to develop.
    Back
  3. are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States.
    Back
  4. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
    Back
  5. The apparel supply chain management service industry in Hong Kong is highly fragmented and competitive. We believe that there are over 10,000 apparel supply chain management service providers in Hong Kong at the date of this prospectus,
    Back
  6. All our sales are quoted in U.S. dollars. The strengthening of the U.S. dollar against other major currencies in the world, in particular, the domestic currencies used by our customers and the end consumers may result in a lower demand for our apparel products and apparel-related accessories due to higher sales price after the currency conversion.
    Back

Use of proceeds

  1. The company estimates gross proceeds of $5,200,000 if all Class A Ordinary Shares are sold and Common Warrants are not exercised. 1
  2. The company intends to use net proceeds for working capital and other corporate purposes. 2
  3. The company may change the use of proceeds based on unforeseen events or changes in business conditions. 3
  4. The company plans to invest unused net proceeds in short-term, interest-bearing bank deposits or debt instruments. 4
From the filing
  1. Based upon a fixed offering price of US$2.60 per Unit, (i) assuming the sale of all of the Class A Ordinary Shares in this offering, and excluding the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$5,200,000, and net proceeds of approximately US$5,127,228, after deducting estimated offering expenses of approximately US$72,772 payable by us, and (ii) assuming the sale of all of the Class A Ordinary Shares in this offering, and including the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$7,120,000, and net proceeds of approximately US$7,047,228, after deducting estimated offering expenses of approximately US$72,772 payable by us.
    Back
  2. We intend to use the net proceeds of this offering for working capital and other corporate purposes.
    Back
  3. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe herein.
    Back
  4. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.
    Back

Dilution

  1. Investors purchasing Units will experience immediate dilution in net tangible book value. 1
  2. Dilution is the difference between the offering price and the pro forma net tangible book value per share. 2
  3. The Company's historical net tangible book value was US$5.7 million as of March 31, 2026. 3
  4. After the offering, the pro forma net tangible book value would be US$12.9 million. 4
  5. New investors experience a dilution of US$2.24 per share. 5
From the filing
  1. Investors purchasing our Units in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their underlying Class A Ordinary Shares.
    Back
  2. Dilution in pro forma as adjusted net tangible book value represents the difference between the offering price of our Class A Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Class A Ordinary Shares immediately after this offering.
    Back
  3. As of March 31, 2026, the Company’s historical net tangible book value was US$5.7 million or approximately US$48.73 per Class A Ordinary Share.
    Back
  4. After giving effect to the sale of 2,000,000 Class A Ordinary Shares in this offering by the Company at the offering price of US$2.60 per Unit, the pro forma net tangible book value would be approximately US$12.9 million, or US$4.84 per Ordinary Share.
    Back
  5. and an immediate dilution of US$2.24 per Ordinary Share to new investors purchasing Class A Ordinary Shares in this offering.
    Back

Not found in this filing: Management’s discussion and analysis, Business, Management, Executive compensation, Principal stockholders, Financial statements.

Each point was written from that section’s text and kept only when the quoted sentence carries it. AI can make mistakes. Check the filing. Not investment advice.

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Data on this page was fetched . The filing on SEC.gov is the record.