707 Cayman Holdings: securities offering (amended)

Cover page 151 changes

filed with the Securities and Exchange Commission on March 10, 24, 2025

9 unchanged paragraphs

York, New York 10168

8 unchanged paragraphs

this Form is filed to register additional securities for an Offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

5 unchanged paragraphs

Cayman Holdings Limited is filing this Amendment No. 4 to its Registration Statement on Form F-1 (File No. 333-281949) as an exhibits-only filing. Accordingly, this Amendment consists of only the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged from Amendment

No. 3 to the Registration Statement filed on March 10, 2025.

NOT REQUIRED IN PROSPECTUS

6. INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

Islands' laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of the Company's business, except to the extent such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where there is evidence of dishonesty, willful default or fraud.

Amended Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of our Executive Officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge of their duties, powers, authorities or discretion as directors or Executive Officers of our Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise)

any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

intend to enter into indemnification agreements with each of our directors and Executive Officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.

form of underwriting agreement filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our Executive Officers and Directors.

as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Executive Officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

7. RECENT SALES OF UNREGISTERED SECURITIES

the past three years, we have issued and sold the following securities without registering such securities under the Securities Act.

We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public Offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

International Holdings Limited

International Holdings Limited

International Holdings Limited

Core Enterprises Limited

Vehicle Capital Limited

8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Registration Statement contains two prospectuses, as set forth below.

Offering Prospectus. A prospectus to be used for the public Offering of 2,500,000 Ordinary Shares (the " Public

Offering Prospectus ") through the underwriter named on the cover page of the Public Offering Prospectus, of which 1,750,000

Ordinary Shares are offered by the Registrant and 750,000 Ordinary Shares are offered by the Selling Shareholder.

Prospectus. A prospectus to be used for the resale by the Resale Shareholders of in aggregate 3,838,000 Ordinary

Shares (the " Resale Prospectus "). The Resale Shares contained in the Resale Prospectus will not be underwritten and sold through the underwriter.

Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

contain different outside and inside front covers;

Offering section in the Prospectus Summary section on page 1 of the Public Offering Prospectus is removed and replaced with the

Offering section on page ALT-6 of the Resale Prospectus;

Use of Proceeds section on page 32 of the Public Offering Prospectus is removed and replaced with the Use of Proceeds section on page ALT-6 of the Resale Prospectus;

Capitalization and Dilution sections on page 33 and page 35 of the Public Offering Prospectus are deleted from the

Resale Prospectus respectively;

Resale Shareholders section is included in the Resale Prospectus beginning on page ALT-1 of the Resale Prospectus;

in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;

Underwriting section on page 97 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page ALT-7 of the Resale Prospectus;

Legal Matters section on page 102 of the Public Offering Prospectus is removed and replaced with the Legal Matters section on page ALT-8 of the Resale Prospectus; and the outside back cover of the Public Offering Prospectus is removed and replaced with the outside back cover of the Resale Prospectus.

Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

Public Offering Prospectus will exclude the alternate pages and will be used for the public Offering by the Registrant.

information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the Registration

Statement filed with the Securities and Exchange Commission of which this prospectus is a part is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

as of March 24, 2025

International Cayman Holdings Limited

2,500,000 Ordinary Shares

is an initial public offering by our Company of 2,500,000 Ordinary Shares. We are a Cayman Islands exempted company with limited liability with a principal place of business in Hong Kong through our wholly-owned subsidiary, 707 International Limited ("707IL").

and the Selling Shareholder are offering 2,500,000 Ordinary Shares on a firm commitment basis, of which 1,750,000 Ordinary Shares are offered by us and 750,000 Ordinary Shares are offered by the Selling Shareholder. We anticipate that Offering price of the Ordinary

Shares will be between US$4.00 and US$5.00 per Ordinary Share. The Resale Shareholders are also offering 3,838,000 Ordinary Shares to be sold pursuant to the Resale Prospectus. We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling

Shareholders and the Resale Shareholders.

to this Offering, there has been no public market for our Ordinary Shares. We intend to apply to list our Ordinary Shares on the Nasdaq

Capital Market under the symbol "JEM". This Offering is contingent upon the listing of our Ordinary Shares on the

Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Ordinary

Shares on the Nasdaq Capital Market or another national securities exchange and, if this listing is not successful, this Offering cannot be completed.

in our Ordinary Shares involves a high degree of risk. See the section entitled " Risk Factors " starting on page 11 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.

were incorporated in the Cayman Islands on February 2, 2024, as a holding company of our business, which, upon the restructuring as described below, will be primarily operated through our wholly-owned subsidiary, 707IL. Our Company is not a Chinese or Hong Kong operating company but a Cayman Islands holding company with operations conducted by our subsidiary in the Hong Kong Special Administrative Region of the

People's Republic of China ("Hong Kong" or "HK"). As a holding company with no material operations of our own, upon completion of the restructuring, we will conduct our operations solely through our HK-incorporated wholly-owned subsidiary,

707IL. We are not, and our subsidiary 707IL is not, a Chinese operating company.

are investing in Ordinary Shares of our Company, the Cayman Islands holding company. Investors of our Ordinary Shares are not purchasing and may never directly hold equity interests in 707IL. Such a structure involves unique risks to investors in this Offering. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. There are number of other risks associated with the fact that our operating company is in Hong Kong.

For a detailed description of such risks, see " Risks Relat ing t o

Doing Business i n Hong Kong " on page 18 of this prospectus .

do not expect to be subject to the cybersecurity review by the China Securities Regulatory Commission ("CSRC") and the

Cyberspace Administration of China ("CAC") in relation to this Offering, given that: (1) our Operating Subsidiary is incorporated in Hong Kong and is located in Hong Kong, not a PRC domestic company, (2) we have no subsidiary, variable interest entity ("VIE") structure or any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong

Special Administrative Region of the People's Republic of China ("Basic Law"), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). Because our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. However, in light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, we may be subject to a variety of PRC laws and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business and the offering. We may become subject to PRC laws or Hong Kong regulations relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. In the event of a failure to comply, we may be required to suspend our relevant businesses and become subject to fines and other penalties, which may materially and adversely affect our financial condition. In addition, given the recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, it remains uncertain as to how any such regulatory measures will be interpreted or implemented. See more detailed discussion of this risk factor on page 19 of this prospectus.

do not currently expect the Measures for Cybersecurity Review (2021) and the PRC Personal Information Protection Law to have an impact on our business, operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an "Operator"

on the basis that (i) our Operating Subsidiary is incorporated in Hong Kong, not a PRC domestic company, and operates in Hong Kong without any subsidiary or VIE structure in mainland China, and each of the Measures for Cybersecurity Review (2021) and the PRC Personal Information

Protection Law remains unclear whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating

Subsidiary has in aggregate collected and stored personal information of less than one million users, and that data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities; (iii)

all of the data our Operating Subsidiary has collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. An "Operator" is required to file for cybersecurity review before listing in the United States.

Further, we may be subject to a variety

of laws and other obligations regarding data protection in Hong Kong. The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the "PDPO") states that any person who controls the collection, holding, processing or use of personal data (the "data user") shall not do any act, or engage in a practice, that contravenes any of the data protection principles set out in Schedule 1 to the PDPO (the "Data Protection Principles") unless the act or practice, as the case may be, is required or permitted under the PDPO. The PDPO was amended by the Personal Data (Privacy) (Amendment) Ordinance 2021 (the "PDPAO")

in October 2021. It amends the PDPO, particularly to: (i) criminalize doxing, i.e. unconsented disclosure of personal information of targeted individuals and groups; (ii) introduce a cessation notice regime to tackle doxing with extra-territorial reach; and (iii) substantially expand the investigation and enforcement powers of the Privacy Commissioner for Personal Data, in contexts beyond doxing.

We are of the view that we are not likely

to be in breach of the PDPO and the PDPAO, for the following reasons: (i) using our products and services do not require providing applicable users' personal information and (ii) we possess a minimum amount, if not none of the personal information in our business operations.

Nonetheless, we are subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application of laws, regulations and standards on data protection and privacy may continue to evolve. We cannot assure you that the governmental authorities in Hong Kong will not interpret or implement the laws or regulations in ways that negatively affect us. For more detailed discussion, see " Risks Relating to Doing Business in Hong Kong" and the risk factor that begins " We may become subject to a variety of PRC laws and other regulations regarding data protection or cybersecurity " that begins on page 19.

also do not expect to be subject to the Trial Administrative Measures of Overseas Securities Issuance and Listing by Domestic Enterprises of the PRC (the "Trial Overseas Listing Measures") in relation to this Offering. On February 17, 2023, the CSRC announced a circular on the Administrative Arrangements for Filing of Securities Offering and Listing By Domestic Companies and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Overseas Listing Measures, and five supporting guidelines. The Trial Overseas Listing Measures came into effect on March

and 71 more changes in the filing