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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on August 23,2023.Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 GLOBAVEND HOLDINGS LIMITED(Exact name of regist

2、rant as specified in its charter)Cayman Islands 4731 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(IRS EmployerIdentification Number)Office 1401,Level 14,197 St Georges Tce,Perth,WA 6000,Australia+61 08 6141 3263(Ad

3、dress,including zip code,and telephone number,including area code,of registrants principal executive offices)c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+212 947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Vi

4、rginia Tam,Esq.K&L Gates44/F,Edinburgh Tower,The Landmark15 Queens Road Central,Hong Kong+852 2230 3535 Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022Tel:1-212-530-2206 Approximate date of commencement of proposed sale to public:As soo

5、n as practicable after this registrationstatement becomes effective.If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant toRule 415 under the Securities Act,check the following box.If this Form is filed to register additional securities f

6、or 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 registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Secu

7、rities Act,check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the followingbox and list the Securi

8、ties Act registration statement number of the earlier effective registration statement for the sameoffering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act:Emerging growth company If an emerging growth company that prepares its

9、financial statements in accordance with accounting principlesgenerally accepted in the United States(“U.S.GAAP”),indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant toSect

10、ion 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates

11、as may be necessary to delay itseffective date until the registrant shall file a further amendment that specifically states that this registrationstatement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until theregistration statement shall become effective

12、 on such date as the Commission,acting pursuant to such Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering by the Registrant of up to1,875,000 Ordinary Shares

13、of the Registrant(the“Public Offering Prospectus”)through the underwriter namedon the cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by selling shareholders of up to 1,680,210 OrdinaryShares of the Registrant(the“Resale Prospectus”).The Resale P

14、rospectus is substantively identical to the Public Offering Prospectus,except for the following principalpoints:they contain different outside and inside front covers;they contain different Offering sections in the Prospectus Summary section beginning on page 1;they contain different Use of Proceeds

15、 sections on page 51;the Capitalization and Dilution sections on pages 53 and 54 of the Public Offering Prospectus are deleted fromthe Resale Prospectus;a Selling Shareholders section is included in the Resale Prospectus beginning on page 2;references in the Public Offering Prospectus to the Resale

16、Prospectus will be deleted from the ResaleProspectus;the Underwriting section from the Public Offering Prospectus on page 118 is deleted from the ResaleProspectus and a Plan of Distribution is inserted in its place;the Legal Matters section in the Resale Prospectus on page 127 deletes the reference

17、to counsel for theUnderwriter;and the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.The Registrant has included in this Registration Statement,after the financial statements,a set of alternate pages toreflect the foregoing differences of the Resale Prospe

18、ctus as compared to the Public Offering Prospectus.The information in this prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the U.S.Securities and Exchange Commission is effective.This prospectus is not anoffer to sell these se

19、curities and it is not soliciting an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED ,2023 1,875,000 Ordinary SharesGLOBAVEND HOLDINGS LIMITED This is the initial public offering of the ordinary shares,par va

20、lue US$0.001 per ordinary share(“Ordinary Shares”or“Shares”),of Globavend Holdings Limited,an exempted company incorporated in the Cayman Islands with limited liabilitywhose principal place of business is in Hong Kong(“Globavend Holdings”).We are offering on a firm commitment basis1,875,000 Ordinary

21、 Shares of Globavend Holdings,representing 12.50%of the Ordinary Shares following completion ofthe offering of Globavend Holdings.Following the offering,of the Ordinary Shares will be held by shareholders for generaltrading,assuming the underwriters do not exercise the over-allotment option.Prior to

22、 this offering,there has been no public market for our Ordinary Shares.The offering price of our OrdinaryShares in this offering is expected to be between$4.00 and$5.00 per share.We have applied to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“GVH.”The closing of this offerin

23、g is contingent upon the final approvalfrom Nasdaq for our listing on Nasdaq Capital Market.There is no guarantee or assurance that our Ordinary Shares will beapproved for listing on Nasdaq Capital Market or that the offering will be closed.Investors are cautioned that you are buying shares of a Cay

24、man Islands holding company with operations inHong Kong by its operating subsidiary.Globavend Holdings is a holding company incorporated in the Cayman Islands with no material operations of itsown,and we conduct our operations primarily in Hong Kong through Globavend HK.References to the“Company,”“w

25、e,”“us,”and“our”in the prospectus are to Globavend Holdings,the Cayman Islands entity that will issue the Ordinary Sharesbeing offered.References to“Globavend HK”are to our sole operating subsidiary as of the date of this prospectus.This isan offering of the Ordinary Shares of Globavend Holdings,the

26、 holding company in the Cayman Islands,instead of theshares of the Globavend HK.Investors in this offering may never directly hold any equity interests in Globavend HK.Investing in our Ordinary Shares is highly speculative and involves a high degree of risk.Before buying anyshares,you should careful

27、ly read the discussion of material risks of investing in our Ordinary Shares in“RiskFactors”beginning on page 19 of this prospectus.Our operations are principally located in Hong Kong,a special administrative region of the Peoples Republic ofChina(“China”or the“PRC”),with its own governmental and le

28、gal system that is independent from mainland China,including having its own distinct laws and regulations.As of the date of this prospectus,we are not subject to the PRCgovernments direct influence or discretion over the manner in which we conduct our business activities outside of thePRC.However,du

29、e to long-arm provisions under the current PRC laws and regulations,there remains regulatoryuncertainty with respect to the implementation and interpretation of laws in China.Additionally,all of the legal andoperational risks associated with operating in the PRC also apply to our operations in Hong

30、Kong,and we face the risks anduncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations andas to whether and how the recent PRC government statements and regulatory developments,such as those relating to dataand cyberspace security,and anti

31、-monopoly concerns would be applicable to Globavend Holdings or Globavend HK,giventhe substantial operations of our sole operating subsidiary in Hong Kong and the possibilities that Chinese government mayexercise significant oversight over the conduct of business in Hong Kong.We are also subject to

32、the risks of uncertaintyabout any future actions of the PRC government or authorities in Hong Kong in this regard.Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business,they may intervene in or influence our operations.Such governmental act

33、ions:could result in a material change in our operations and/or the value of our securities;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors;and m

34、ay cause the value of our securities to significantly decline or be worthless.We are aware that recently,the PRC government has initiated a series of regulatory actions and new policies toregulate business operations in certain areas in China with little advance notice,including cracking down on ill

35、egalactivities in the securities market,enhancing supervision over China-based companies listed overseas using a variableinterest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.Since these statements and

36、 regulatory actions are new,it is highly uncertain howsoon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what thepo

37、tential impact such modified or new laws and regulations will have on Globavend HKs daily business operation,itsability to accept foreign investments and the listing of our Ordinary Shares on U.S.or other foreign exchanges.The PRCgovernment may intervene or influence our operations at any time and m

38、ay exert more control over offerings conductedoverseas and foreign investment in Hong Kong-based issuers.The PRC government may also intervene or imposerestrictions on our ability to move out of Hong Kong to distribute earnings and pay dividends or to reinvest in our businessoutside of Hong Kong.Fur

39、thermore,PRC regulatory authorities may in the future promulgate laws,regulations orimplementing rules that require our company or any of our subsidiaries to obtain regulatory approval from PRC authoritiesbefore this offering.These actions could result in a material change in our operations and coul

40、d significantly limit orcompletely hinder our ability to complete this offering or cause the value of our Ordinary Shares to significantly decline orbecome worthless.See“Prospectus Summary Recent Regulatory Developments in the PRC”beginning on page 11.We are headquartered in Hong Kong and not mainla

41、nd China.We do not use VIEs in our corporate structure.We,through our indirect wholly-owned subsidiary,Globavend HK,engage in the provision of end-to-end supply chain solutionin Hong Kong,Australia and New Zealand as an e-commerce logistics provider.As of the date of this prospectus,our operations i

42、n Hong Kong and our registered public offering in the United Statesare not subject to the review nor prior approval of the Cyberspace Administration of China(the“CAC”)nor the ChinaSecurities Regulatory Commission(the“CSRC”),because(i)the CSRC currently has not issued any definitive rule orinterpreta

43、tion concerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)GlobavendHK was established and operate in Hong Kong and is not included in the categories of industries and companies whoseforeign securities offerings are subject to review by the CSRC or the CA

44、C.Uncertainties still exist,however,due to thepossibility that laws,regulations,or policies in the PRC could change rapidly in the future.In the event that(i)the PRCgovernment expanded the categories of industries and companies whose foreign securities offerings are subject to reviewby the CSRC or t

45、he CAC and that we are required to obtain such permissions or approvals,or(ii)we inadvertentlyconcluded that relevant permissions or approvals were not required or that we did not receive or maintain relevantpermissions or approvals required,any action taken by the PRC government could significantly

46、 limit or completely hinderour operations in Hong Kong and our ability to offer or continue to offer our Ordinary Shares to investors and could causethe value of such securities to significantly decline or be worthless and even delisting if our Ordinary Shares.The delistingof our Ordinary Shares,or

47、the threat of their being delisted,may materially and adversely affect the value of yourinvestment in the future.On December 24,2021,the CSRC released the Draft Administrative Provisions and the Draft Filing Measures,bothof which had a comment period that expired on January 23,2022.The Draft Adminis

48、trative Provisions and Draft FilingMeasures regulate the administrative system,record-filing management,and other related rules in respect of the direct orindirect overseas issuance of listed and traded securities by“domestic enterprises.”The Draft Administrative Provisionsspecify that the CSRC has

49、regulatory authority over the“overseas securities offering and listing by domestic enterprises”,and requires“domestic enterprises”to complete filing procedures with the CSRC if they wish to list overseas.On February17,2023,the CSRC released the Trial Measures for Administration of Overseas Securitie

50、s Offerings and Listings byDomestic Companies and five interpretive guidelines(collectively,the“CSRC Filing Rules”).According to the CSRCFiling Rules,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill thefiling procedures and report relevant

51、 information to the CSRC;any failure to comply with such filling procedures mayresult in administrative penalties,such as an order to rectify,warnings,and fines.On April 2,2022,the CSRC published theDraft Archives Rules,for public comment.These rules state that in the overseas listing activities of

52、domestic companies,domestic companies,as well as securities companies and securities service institutions providing relevant securitiesservices thereof,should establish a sound system of confidentiality and archival work,shall not disclose state secrets,orharm the state and public interests.Under th

53、e CSRC Filing Rules,Chinese domestic companies conducting overseas securities offering and listingactivities,either in direct or indirect form,shall complete filing procedures with the CSRC pursuant to the requirements ofthe CSRC Filing Rules within three working days following their submission of i

54、nitial public offerings or listingapplication.The companies that have already been listed on overseas stock exchanges or have obtained the approval fromoverseas supervision administrations or stock exchanges for its offering and listing and will complete their overseasoffering and listing prior to S

55、eptember 30,2023 are not required to make immediate filings for its listing,yet need to makefilings for subsequent offerings in accordance with the CSRC Filing Rules.Companies that have already submitted anapplication for an initial public offering to overseas supervision administrations prior to th

56、e effective date of the CSRCFiling Rules but have not yet obtained the approval from overseas supervision administrations or stock exchanges for theoffering and listing,shall arrange for the filing within a reasonable time period and shall complete the filing procedurebefore such companies overseas

57、issuance and listing.Management understands that as of the date of this prospectus Globavend HK has no operations in China and is notrequired to complete filing procedures with the CSRC pursuant to the requirements of the CSRC Filing Rules.WhileGlobavend HK has no current operations in China,should

58、we have any future operations in China and should we(i)fail toreceive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are notrequired,or(iii)applicable laws,regulations,or interpretations change and require us to obtain such permissions orappro

59、vals in the future,we may face sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatoryagencies may also impose fines and penalties on our operations in China,as well as limit our ability to pay dividendsoutside of China,limit our operations in China,delay or restrict the repa

60、triation of the proceeds from this offering intoChina or take other actions that could have a material adverse effect on our business as well as the trading price of ourOrdinary Shares.We may be required to restructure our operations to comply with such regulations or potentially ceaseoperations in

61、the PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt this offering before settlement and delivery of our Ordinary Shares.In addition,if theCSRC,the CAC or other regulatory PRC agencies later promulgate new rules r

62、equiring that we obtain their approvals forthis offering,we may be unable to obtain a waiver of such approval requirements,if and when procedures are established toobtain such a waiver.Any action taken by the PRC government could significantly limit or completely hinder ouroperations in the PRC and

63、our ability to offer or continue to offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.Furthermore,on July 10,2021,the CAC issued a revised draft of the Measures for Cybersecurity Review for publiccomment,which required that,among other

64、s,in addition to any“operator of critical information infrastructure”,any“dataprocessor”controlling personal information of no less than one million users which seeks to list in a foreign stock exchangeshould also be subject to cybersecurity review,and further elaborated the factors to be considered

65、 when assessing thenational security risks of the relevant activities.On December 28,2021,the CAC,the National Development and ReformCommission(“NDRC”),and several other administrations jointly issued the revised Measures for Cybersecurity Review,which became effective and replaced the existing Meas

66、ures for Cybersecurity Review on February 15,2022.According tothe Revised Review Measures,if an“online platform operator”that is in possession of personal data of more than onemillion users intends to list in a foreign country,it must apply for a cybersecurity review.Based on a set of Q&A publishedo

67、n the official website of the State Cipher Code Administration in connection with the issuance of the Revised ReviewMeasures,an official of the said administration indicated that an online platform operator should apply for a cybersecurityreview prior to the submission of its listing application wit

68、h non-PRC securities regulators.Moreover,the CAC released thedraft of the Regulations on Network Data Security Management in November 2021 for public consultation,which amongother things,stipulates that a data processor listed overseas must conduct an annual data security review by itself or byengag

69、ing a data security service provider and submit the annual data security review report for a given year to themunicipal cybersecurity department before January 31 of the following year.Given the recency of the issuance of theRevised Review Measures and their pending effectiveness,there is a general

70、lack of guidance and substantial uncertaintiesexist with respect to their interpretation and implementation.It remains unclear whether a Hong Kong company whichcollects personal information from PRC individuals shall be subject to the Revised Review Measures.We do not currentlyexpect the Revised Rev

71、iew Measures to have an impact on our business,our operations or this offering as we do not believethat Globavend HK would be deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of no less than one million users,that would be required

72、to file for cybersecurity reviewbefore listing in the U.S.,because(i)Globavend HK is organized and operating in Hong Kong and the Revised ReviewMeasures remains unclear whether it shall be applied to Hong Kong companies;(ii)Globavend HK operates without anysubsidiary or VIE structure in China;(iii)a

73、s of date of this prospectus,Globavend HK has neither collected nor storedpersonal information of any PRC individual clients,which is far less than one million users;and(iv)as of the date of thisprospectus,Globavend HK has not been informed by any PRC governmental authority of any requirement that i

74、t files for acybersecurity review.However,there remains significant uncertainty in the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.If the Revised Review Measures are adopted into law in the future and if GlobavendHK is deemed to be an“operator of critical informa

75、tion infrastructure”or a“data processor”controlling personalinformation of no less than one million users,the operation of our subsidiaries and the listing of our Ordinary Shares in theU.S.could be subject to CACs cybersecurity review.We have been advised by our Hong Kong counsel,that based on their

76、 understanding of the current Hong Kong laws,as of the date of this prospectus,the Company and Globavend HK are not required to obtain any permissions or approvalsfrom Hong Kong authorities before listing in the U.S.and issuing our Ordinary Shares to foreign investors.No suchpermissions or approvals

77、 have been applied for by the Company and/or its subsidiaries or denied by any relevantauthorities.As of the date of this prospectus,Globavend HK does not require any requisite permissions or approvals fromthe Hong Kong authorities to operate its businesses.Globavend HK has received all requisite pe

78、rmissions or approvalsfrom the Hong Kong authorities to operate their businesses in Hong Kong,including but not limited to their businessregistration certificates.However,we have been advised by our Hong Kong counsel that uncertainties still exist,due to thepossibility that laws,regulations,or polic

79、ies in Hong Kong could change rapidly in the future.Based on Managements internal assessment that the Company and its subsidiaries currently have no materialoperations in the PRC,Management understands that as of the date of this prospectus,the Company is not required toobtain any permissions or app

80、rovals from PRC authorities before listing in the U.S.and to issue our Ordinary Shares toforeign investors,including the CAC or the CSRC because(i)the CSRC currently has not issued any definitive rule orinterpretation concerning whether offerings like ours under this prospectus are subject to this r

81、egulation;and(ii)theCompany operates in Hong Kong and is not included in the categories of industries and companies whose foreign securitiesofferings are subject to review by the CSRC or the CAC.We also understand that Globavend HK is not required to obtainany permissions or approvals from any Chine

82、se authorities to operate their businesses as of the date of this prospectus.Nopermissions or approvals have been applied for by the Company or denied by any relevant authorities.In addition,our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter marketunder the

83、 Holding Foreign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting OversightBoard(United States)(the“PCAOB”)is unable to inspect our auditors for two consecutive years.Pursuant to the HFCAAct,the PCAOB issued a Determination Report on December 16,2021 which found that the PCAO

84、B is unable to inspect orinvestigate completely registered public accounting firms headquartered in:(i)mainland China of the PRC,and(ii)HongKong;and such report identified the specific registered public accounting firms which are subject to these determinations.On August 26,2022,the PCAOB signed a S

85、tatement of Protocol with the CSRC and Chinas Ministry of Finance(the“PRC MOF”)in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainlandChina and Hong Kong.Pursuant to the Statement of Protocol,the PCAOB conducted inspections on select registered public

86、accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022.OnDecember 15,2022,the PCAOB board announced that it has completed the inspections,determined that it had completeaccess to inspect or investigate completely registered public accounting firms

87、headquartered in mainland China and HongKong,and voted to vacate the Determination Report.Our auditor,ZH CPA,LLC,the independent registered publicaccounting firm that issues the audit report included in this prospectus,as an auditor of companies that are traded publiclyin the United States and a fir

88、m registered with the PCAOB,is subject to laws in the United States pursuant to which thePCAOB conducts regular inspections to assess ZH CPA,LLCs compliance with applicable professional standards.ZHCPA,LLC is headquartered in Denver,Colorado,and can be inspected by the PCAOB.ZH CPA,LLC was not ident

89、ified inthe Determination Report as a firm subject to the PCAOBs determination.Notwithstanding the foregoing,in the event that,in the future,the PCAOB determines that it is not able to fully conduct inspections of our auditor for three consecutiveyears,or the PCAOB re-evaluates its determination as

90、a result of any obstruction with the implementation of the Statementof Protocol in the future,trading of our securities on a national securities exchange or in the over-the counter market maybe prohibited under the HFCA Act and our access to the U.S.capital markets may be limited or restricted.In ad

91、dition,onJune 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”),which,if passed by the U.S.House of Representatives and signed into law,would reduce the period of time for foreigncompanies to comply with the PCAOB audits to two consecutive years in

92、stead of three,thus reducing the time period fortriggering the prohibition on trading.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)wassigned into law by President Biden.The CAA contained,among other things,an identical provision to the AHFCAA,whichreduces the number of conse

93、cutive non-inspection years required for triggering the prohibitions under the HFCA Act fromthree years to two.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially and adversely affect thevalue of your investment.See“Risk Factors Risks Related to Our Ordinary Sha

94、res Although the audit report includedin this prospectus is prepared by U.S.auditors who are currently inspectable by the PCAOB,there is no guarantee thatfuture audit reports will be prepared by auditors inspectable by the PCAOB and,as such,in the future investors may bedeprived of the benefits of t

95、he PCAOB inspection program.Furthermore,trading in our securities may be prohibited underthe HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable toinspect or investigate completely,and as a result,U.S.national securities exchanges,such as the

96、Nasdaq,may determine todelist our securities.Furthermore,on December 29,2022,the Accelerating Holding Foreign Companies Accountable Actwas enacted,which amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject t

97、o PCAOB inspections for two consecutive years instead of three,and thusreduced the time before our Ordinary Shares may be prohibited from trading or delisted”No regulatory approval is required for Globavend Holdings to transfer cash to its subsidiaries:subject to duecorporate authorization in accord

98、ance with the memorandum and articles of association of Globavend Holdings andGlobavend Holdings being solvent and able to pay its debts,Globavend Holdings is permitted under the laws of theCayman Islands and its memorandum and articles of association(as amended from time to time)to provide funding

99、to oursubsidiaries incorporated in the BVI and Hong Kong through loans or capital contributions.Globavend Holdingssubsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to our Hong Kongoperating subsidiary Globavend HK subject to certain restrictions la

100、id down in the BVI Business Companies Act(asamended)and memorandum and articles of association of the relevant Globavend Holdings subsidiary incorporated underthe laws of the BVI.As a holding company,Globavend Holdings may rely on dividends and other distributions on equitypaid by its subsidiaries f

101、or its cash and financing requirements.According to the BVI Business Companies Act(asamended),a BVI company may make dividends distribution to the extent that immediately after the distribution,the valueof the companys assets exceeds its liabilities and that such company is able to pay its debts as

102、they fall due.According tothe Companies Ordinance of Hong Kong,a Hong Kong company may only make a distribution out of profits available fordistribution.If any of Globavend Holdings subsidiaries incur debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability

103、to pay dividends to Globavend Holdings.Additionally,as of the date of thisprospectus,there are no further BVI or Hong Kong statutory restrictions on the amount of funds which may be distributedby us by dividend.However,in the future,funds may not be available to fund operations or for other use outs

104、ide of HongKong,due to interventions in,or the imposition of restrictions and limitations on,our ability or on our subsidiarys abilityby the PRC government to transfer cash.Any limitation on the ability of our subsidiary to make payments to us could havea material adverse effect on our ability to co

105、nduct our business and might materially decrease the value of our OrdinaryShares or cause them to be worthless.For a more detailed discussion of how the cash is transferred within our organization,see“Transfers of Cash to and from Our Subsidiaries”on page 4 and“Risk Factors Risks Related to Our Ordi

106、nary Shares We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financingrequirements we may have.In the future,funds may not be available to fund operations or for other use outside of HongKong,due to interventions in,or the imposition of restrictions

107、and limitations on,our ability or our subsidiary by the PRCgovernment to transfer cash.Any limitation on the ability of our subsidiary to make payments to us could have a materialadverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares orca

108、use them to be worthless”on page 39 of this prospectus.During the years ended September 30,2021 and 2022 and the six months ended March 31,2023,GlobavendHoldings and Globavend BVI have not distributed any cash dividends or made any other cash distributions.During theyears ended September 30,2021 and

109、 2022,Globavend HK declared dividends in the amount of HK$12,463,692(approximately US$1,597,909)and nil to its shareholder,Mr.Wai Yiu Yau,respectively.We do not have any currentintentions to distribute further earnings.If we determine to pay dividends on any of our Ordinary Shares in the future,as a

110、holding company,we will be dependent on receipt of funds from our Hong Kong operating subsidiary Globavend HK byway of dividend payments.See“Dividend Policy,”and“Consolidated Statements of Change in Shareholders Equity in theReport of Independent Registered Public Accounting Firm”for further details

111、.We are an“emerging growth company”and a“foreign private issuer”as defined under the federal securitieslaws and,as such,will be subject to reduced public company reporting requirements.See“Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer”for additional

112、 information.Upon the completion of this offering,the outstanding shares of Globavend Holdings will consist of 15,000,000Ordinary Shares,assuming the underwriters do not exercise their over-allotment option to purchase additional OrdinaryShares,or 15,281,250 Ordinary Shares,assuming the over-allotme

113、nt option is exercised in full.Globavend Holdings will bea“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately after the completion of thisoffering,Mr.Wai Yiu Yau,our controlling shareholder will own approximately 76.30%of the total issued and outstandingOrdinary Sh

114、ares,representing 76.30%of the total voting power,assuming that the underwriters do not exercise their over-allotment option,or 74.89%of the total issued and outstanding Ordinary Shares,representing 74.89%of the total votingpower,assuming that the over-allotment option is exercised in full.As a resu

115、lt,Mr.Wai Yiu Yau will have the ability tocontrol or significantly influence the outcome of matters requiring approval by shareholders.Per Share Total Initial public offering price(1)$4.00$7,500,000 Underwriting discounts(7.5%)(2)$0.30$562,500 Proceeds,before expenses,to us(3)$3.70$6,937,500 (1)Init

116、ial public offering price per Ordinary Share is assumed as$4.00 per share.The table above assumes that theunderwriter does not exercise its over-allotment option.For more information,see“Underwriting”in this prospectus.(2)We have agreed to pay the underwriters a discount equal to seven and a half pe

117、rcent(7.5%)of the gross proceeds ofthis offering.We have also agreed to pay the representative of the underwriters,R.F.Lafferty&Co.,Inc.,which werefer to as R.F.Lafferty&Co.,Inc.or the representative,a non-accountable expense allowance equal to half apercent(0.5%)of the gross proceeds raised and to

118、reimburse the underwriters for certain expenses incurred relatingto this offering.See“Underwriting”for a description of compensation and other items of value payable to theunderwriters.(3)We expect our total cash expenses payable by us for this offering,excluding the underwriting discounts to beappr

119、oximately$1,547,839.In addition,we will pay additional items of value in connection with this offering that areviewed by the Financial Industry Regulatory Authority(“FINRA”),as underwriting compensation.We estimate thatexpenses payable by us in connection with this offering,other than the underwriti

120、ng discounts referred to above,willbe approximately$1,797,839.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriter is obligated to purchase and pay for allof the Ordinary Shares if an

121、y such Ordinary Shares are purchased.We have granted the underwriter an option for a periodof 45 days after the closing of this offering to purchase up to 15%of the total number of the Ordinary Shares to be offeredby us pursuant to this offering(excluding Ordinary Shares subject to this option),sole

122、ly for the purpose of covering over-allotments,at the public offering price less the underwriting discounts.If the underwriter exercises the option in full,andassuming an offering price of$4.00 per Ordinary Share,the total gross proceeds to us,before underwriting discounts andexpenses,will be$8,625,

123、000.Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any otherregulatory body has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.If we complete this

124、 offering,net proceeds will be delivered to us on the closing date.The underwriters expect to deliver the Ordinary Shares against payment as set forth under“Underwriting”on orabout,2023.R.F.Lafferty&Co.,Inc.The date of this prospectus is ,2023.TABLE OF CONTENTS PageProspectus Summary1Risk Factors19S

125、pecial Note Regarding Forward-Looking Statements44Industry and Market Data45Use of Proceeds51Dividend Policy52Capitalization53Dilution54Exchange Rate Information55Corporate History and Structure56Managements Discussion and Analysis of Financial Condition and Results of Operations59Business69Regulati

126、ons84Management92Related Party Transactions97Principal Shareholders98Description of Share Capital99Shares Eligible for Future Sale106Material Income Tax Considerations109Underwriting118Expenses Related to this Offering126Legal Matters127Experts127Enforceability of Civil Liabilities128Where You Can F

127、ind Additional Information129Index to Consolidated Financial StatementsF-1 We are responsible for the information contained in this prospectus and any free writing prospectus weprepare or authorize.We have not,and the underwriters have not,authorized anyone to provide you with differentinformation,a

128、nd we and the underwriters take no responsibility for any other information others may give you.Weare not,and the underwriters are not,making an offer to sell our Ordinary Shares in any jurisdiction where theoffer or sale is not permitted.You should not assume that the information contained in this

129、prospectus is accurate asof any date other than the date on the front cover of this prospectus,regardless of the time of delivery of thisprospectus or the sale of any Ordinary Shares.For investors outside the United States:Neither we nor the underwriters have done anything that would permit thisoffe

130、ring or possession or distribution of this prospectus in any jurisdiction,other than the United States,where action forthat purpose is required.Persons outside the United States who come into possession of this prospectus must informthemselves about,and observe any restrictions relating to,the offer

131、ing of the Ordinary Shares and the distribution of thisprospectus outside the United States.Globavend Holdings is incorporated under the laws of the Cayman Islands as an exempted company with limitedliability and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules

132、 of the SEC wecurrently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required to fileperiodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securitiesare registered under the Exchange Act.Unti

133、l and including ,2023(25 days after the date of this prospectus),all dealers that buy,sell or tradeour Ordinary Shares,whether or not participating in this offering,may be required to deliver a prospectus.Thisdelivery requirement is in addition to the obligation of dealers to deliver a prospectus wh

134、en acting as underwritersand with respect to their unsold allotments or subscriptions.iTable of Contents CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires,all references in this prospectus to:“Articles”or“Articles of Association”are to the amended

135、 and restated articles of association of our Company(as amended from time to time)adopted on August 18,2023,which shall take effect immediately beforecompletion of this offering and as amended,supplemented and/or otherwise modified from time to time;“AUD”or“A$”are to Australian dollar(s),the lawful

136、currency of Australia;“BVI”are to the British Virgin Islands;“Companies Act”are to the Companies Act(as revised)of the Cayman Islands,as amended,supplemented orotherwise modified from time to time;“Company,”“we,”“us,”and“Globavend Holdings”are to Globavend Holdings Limited,an exemptedcompany incorpo

137、rated in the Cayman Islands with limited liability on May 22,2023,which will issue theOrdinary Shares being offered;“Controlling Shareholder”are to Mr.Wai Yiu Yau,the ultimate beneficial owner of Ordinary Sharesrepresenting 87.20%of the issued capital of the Company as of the date of this prospectus

138、.See“Management”and“Principal Shareholders”for more information;“COVID-19”are to the Coronavirus Disease 2019;“Exchange Act”are to the US Securities Exchange Act of 1934,as amended;“Globavend HK”are to Globavend(HK)Limited,a company incorporated under the laws of Hong Kong withlimited liability,an i

139、ndirect wholly owned subsidiary of Globavend Holdings and our sole operating subsidiaryin Hong Kong;“Globavend BVI”are to Globavend Associates Limited,a BVI business company limited by sharesincorporated in the BVI,a direct wholly owned subsidiary of Globavend Holdings;“HKD”or“HK$”are to Hong Kong d

140、ollar(s),the lawful currency of Hong Kong;“Hong Kong”are to Hong Kong special administrative region of the Peoples Republic of China;“Independent Third Party”are to a person or company who or which is independent of and is not a 5%beneficial owner of,does not control and is not controlled by or unde

141、r common control with any 5%beneficialowner and is not the spouse or descendant(by birth or adoption)of any 5%owner of the Company;“IPO”are to an initial public offering of securities;Memorandum or Memorandum of Association are to the amended and restated memorandum ofassociation of our Company(as a

142、mended from time to time)adopted on August 18,2023,which shall takeeffect immediately before completion of this offering and as amended,supplemented and/or otherwisemodified from time to time;“Nasdaq”are to Nasdaq Stock Market LLC;“Ordinary Shares”or“Shares”are to our ordinary shares,par value$0.001

143、 per ordinary share;“PCAOB”are to Public Company Accounting Oversight Board;“PRC”or“China”are to the Peoples Republic of China,and“mainland China”,unless otherwise specifiedherein,are to the Peoples Republic of China,excluding,for the purpose of this prospectus only,Taiwan,theHong Kong Special Admin

144、istrative Region,and the Macau Administrative Region;“PRC government”or“PRC authorities”,or variations of such words or similar expressions,are to the central,provincial,and local governments of all levels in mainland China,including regulatory and administrativeauthorities,agencies and commissions,

145、or any court,tribunal or any other judicial or arbitral body in mainlandChina,for the purposes of this prospectus only;“PRC laws”are to all applicable laws,statues,rules,regulations,ordinances and other pronouncements havingthe binding effect of law in mainland China;iiTable of Contents “SEC”or“U.S.

146、Securities and Exchange Commission”are to the United States Securities and ExchangeCommission;“Securities Act”are to the US Securities Act of 1933,as amended;“U.S.dollars”or“US$”or“$”or“USD”or“dollars”are to United States dollar(s),the lawful currency of theUnited States.We have made rounding adjust

147、ments to some of the figures included in this prospectus.Accordingly,numericalfigures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriter

148、s oftheir over-allotment option.Globavend Holdings is a holding company with operations conducted in Hong Kong through Globavend HK,oursole operating subsidiary in Hong Kong.Globavend HKs reporting currency is Hong Kong dollars.This prospectuscontains translations of Hong Kong dollars into U.S.dolla

149、rs solely for the convenience of the reader.Unless otherwise noted,all translations from Hong Kong dollars to U.S.dollars and from U.S.dollars to Hong Kongdollars were calculated at the buying rate of US$=HK$7.8,being the pegged rate determined by the linked exchange ratesystem in Hong Kong.All tran

150、slations from Australian dollars to U.S.dollars and from U.S.dollars to Australian dollars,and from Euro to U.S.dollars and from U.S.dollars to Euro in this prospectus were calculated at the noon buying rate ofUS$1=A$0.64,and US$1=0.98,respectively,as certified for customs purposes by the Federal Re

151、serve Bank of NewYork on the last trading day of September 30,2022.No representation is made that the HK$,A$or amount represents orcould have been,or could be,converted,realized or settled into US$at that rate,or at any other rate,respectively.iiiTable of Contents PROSPECTUS SUMMARY The following su

152、mmary highlights information contained elsewhere in this prospectus and does not contain all ofthe information you should consider before investing in our Ordinary Shares.You should read the entire prospectuscarefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Conditio

153、n and Results ofOperations,”and our consolidated financial statements and the related notes thereto,in each case included in thisprospectus.You should carefully consider,among other things,the matters discussed in the section of this prospectustitled“Business”before making an investment decision.Unl

154、ess the context otherwise requires,all references to“Globavend Holdings,”“we,”“us,”“our,”the“Company,”and similar designations refer to Globavend HoldingsLimited,an exempted Cayman Islands company and its wholly owned subsidiaries.Business Overview We are a holding company incorporated in the Cayman

155、 Islands with operations conducted by our Hong Kongsubsidiary,Globavend HK.Since June 2023,we have established our principal executive office in Perth,Australia.Founded in 2016,we are emerging e-commerce logistics provider providing end-to-end logistics solution inHong Kong,Australia and New Zealand

156、.Our business spans Hong Kong,4 cities in Australia and in New Zealandthrough our own business presence and the presence of our service providers.Our customers are primarily enterprisecustomers,being e-commerce merchants,or operators of e-commerce platforms,in providing business-to-consumer(B2C)tran

157、sactions.As an e-commerce logistics provider,we provide integrated cross-border logistics services from Hong Kong toAustralia and New Zealand,where we provide customers with a one-stop solution,from pre-carriage parcel drop off toparcel consolidation,air-freight forwarding,customs clearance,on-carri

158、age parcel transportation and delivery.We relyour own proprietary all-in-one shipping solution,which has been or can be connected to the customers own IT systems(such as enterprise resource planning(ERP)systems,customer relationship management(CRM)systems,bookingmanagement systems or point of sale(P

159、OS)systems)on one end and the transportation management systems(TMS)ofour ground transportation service providers on the other end,to facilitate effective logistics management.Other than integrated cross-border logistics services,we also provide fragmented logistics services,whichtypically include f

160、reight forwarding services,to customers and enterprises at their own choice.Our revenue for the years ended September 30,2021 and 2022,and for the six months ended March 31,2023 are$13,256,080,$24,021,196 and$9,400,570,respectively.Industry Overview This prospectus includes statistical and other ind

161、ustry and market data that we obtained from industrypublications and research,surveys,and studies conducted by third parties,as well as estimates by our managementbased on such data.None of these third parties are affiliated with us,and the information contained in this prospectushas not been review

162、ed or endorsed by any of them.The market data and estimates used in this prospectus involve anumber of assumptions and limitations,and you are cautioned not to give undue weight to such data and estimates.Industry publications,research,surveys,studies,and forecasts generally state that the informati

163、on they contain hasbeen obtained from sources believed to be reliable but that the accuracy and completeness of such information is notguaranteed.Forecasts and other forward-looking information obtained from these sources are subject to the samequalifications and uncertainties as the other forward-l

164、ooking statements in this prospectus.While we believe that the information from these industry publications,surveys,and studies is reliable,theindustry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors,including those described in the secti

165、on titled“Risk Factors.”These and other factors could cause results to differmaterially from those expressed in the estimates made by the independent parties and by us.Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:We are an IATA accredited

166、 cargo agent;We have a stable business relationship with air freight carriers which enhances our competitiveness in ourbusiness;We have established a strong presence in Australia and New Zealand;We offer cost-efficient customizable,one-stop integrated cross-border logistics and air freight forwardin

167、gservices to accommodate our customers various logistics needs;Our proprietary all-in-one shipping solution provides operational efficiency and facilitate effectivelogistics management;Our management and staff have extensive experience and in-depth industry knowledge.Our Strategies We intend to purs

168、ue the following strategies to further expand our business:Enhance our business presence in Hong Kong,Australia and New Zealand;Enhance the use of information technology into intelligent delivery and collection solutions;Expand our logistics services into different verticals of the logistics supply

169、chain;Upgrade our warehousing facilities;Pursue strategic alliances and selecting acquisition opportunities;Further enhance our sales and marketing effort using“big data”and additional sales personnel.1Table of Contents Corporate History and Structure We commenced operation in June 2016 with the est

170、ablishment of Globavend HK,a company incorporated underthe laws of Hong Kong on June 27,2016.Immediately before the reorganization in contemplation of this offering,Globavend HK was wholly-owned by Mr.Wai Yiu Yau,our Controlling Shareholder.On May 22,2023,our ultimate holding company,Globavend Holdi

171、ngs was incorporated under the laws of theCayman Islands as an exempted company with limited liability,with an authorized share capital of US$50,000 dividedinto 50,000,000 ordinary shares,par value US$0.001 each,with 13,125,000 Ordinary Shares issued and allotted toGlobavend Investments Limited(“Glo

172、bavend Investments”),a company incorporated under the laws of the BVI,andwholly-owned by our Controlling Shareholder.On May 24,2023,Globavend Associates Limited(“Globavend BVI”)was incorporated under the laws of theBritish Virgin Islands.Globavend BVI is a wholly owned subsidiary of the Company,whic

173、h was incorporated for thepurposes of acting as intermediary holding companies of the Companys operating entity,Globavend HK.On May 29,2023,as part of the reorganization in contemplation of this offering,we completed a share swaptransaction,pursuant to which Globavend BVI acquired all the issued sha

174、res of Globavend HK from our ControllingShareholder in consideration of Globavend BVI allotting and issuing another one ordinary share to GlobavendHoldings.Following such share swap,Globavend HK became the Companys indirectly owned subsidiary throughGlobavend BVI.The charts below illustrate our corp

175、orate structure and subsidiaries as of the date of this prospectus and uponcompletion of this offering(assuming the underwriters do not exercise the over-allotment option):Pre-Offering 2Table of Contents Post-Offering We are offering 1,875,000 Ordinary Shares,representing 12.50%of the Ordinary Share

176、s following completion ofthe offering of Globavend Holdings,assuming the underwriters do not exercise the over-allotment option.3Table of Contents We will be a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately after thecompletion of this offering,our Controlling S

177、hareholder will own approximately 76.30%of our total issued andoutstanding Shares,representing approximately 76.30%of the total voting power,assuming that the underwriters donot exercise their over-allotment option.Holding Company Structure Globavend Holdings is a holding company incorporated in the

178、 Cayman Islands with no material operations of itsown,and we conduct our operations primarily in Hong Kong through Globavend HK,our sole operating subsidiary asof the date of this prospectus.This is an offering of the Ordinary Shares of Globavend Holdings,the holding companyin the Cayman Islands,ins

179、tead of the shares of Globavend HK.Investors in this offering will not directly hold anyequity interests in Globavend HK.As a result of our corporate structure,Globavend Holdings ability to pay dividends may depend upon dividendspaid by Globavend HK.If our existing operating subsidiary Globavend HK

180、or any newly formed ones incur debt ontheir own behalf in the future,the instruments governing their debt may restrict their ability to pay dividends to us.Transfers of Cash To and From Our Subsidiaries Our management monitors the cash position of Globavend HK regularly and prepares budgets on a mon

181、thly basisto ensure it has the necessary funds to fulfill its obligations for the foreseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it will be reported to our Chief Financial Officerand subject to approval by our board of di

182、rectors.The ability of Globavend Holdings to transfer cash to its subsidiaries is subject to the following:subject to duecorporate authorization in accordance with the memorandum and articles of association of Globavend Holdings andGlobavend Holdings being solvent and able to pay its debts,Globavend

183、 Holdings is permitted under the laws of theCayman Islands and its memorandum and articles of association(as amended from time to time)to provide funding toour subsidiaries incorporated in the BVI and Hong Kong through loans or capital contributions.Globavend Holdingssubsidiary formed under the laws

184、 of the BVI is permitted under the laws of the BVI to provide funding to our HongKong operating subsidiary Globavend HK subject to certain restrictions laid down in the BVI Business Companies Act(as amended)and memorandum and articles of association of the relevant Globavend Holdings subsidiaryincor

185、porated under the laws of the BVI.The ability of Globavend BVI,the direct subsidiary of Globavend Holdings,to transfer cash to GlobavendHoldings is subject to the following:according to the BVI Business Companies Act(as amended),Globavend BVI maymake dividends distribution to the extent that immedia

186、tely after the distribution,the value of the companys assetsexceeds its liabilities and that such company is able to pay its debts as they fall due.The ability of Globavend HK to transfer cash to Globavend BVI is subject to the following:according to theCompanies Ordinance of Hong Kong,Globavend HK

187、may only make a distribution out of profits available fordistribution.We did not adopt or maintain any cash management policies and procedures as of the date of thisprospectus.Currently,all of our operations are in Hong Kong.Hong Kong is a special administrative region of the PRC andthe basic polici

188、es of the PRC regarding Hong Kong are reflected in the Basic Law.The arrangement provides HongKong with a high degree of autonomy and executive,legislative and independent judicial powers,including that offinal adjudication under the principle of“one country,two systems”and a distinct set of laws an

189、d regulations.The lawsand regulations of mainland China do not currently have any material impact on transfer of cash from GlobavendHoldings to Globavend HK or from Globavend HK to Globavend Holdings and the investors in the U.S.During the years ended September 30,2021 and 2022 and the six months en

190、ded March 31,2023,GlobavendHoldings and Globavend BVI have not distributed any cash dividends or made any other cash distributions.During thesix months ended March 31,2023,Globavend HK has not distributed any cash dividends or made any other cashdistributions.During the year ended September 30,2022,

191、Globavend HK declared dividends in the amount ofHK$12,463,692(approximately US$1,597,909)to its shareholder,Mr.Wai Yiu Yau,in which the amount ofHK$9,707,117(approximately US$1,244,502)has been distributed as cash dividends and the remaining amount wasoffset with the amount due from Mr.Yau.During th

192、e year ended September 30,2021,Globavend HK has notdistributed any cash dividends or made any other cash distributions.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion ofour business and do not anticipate declaring or paying any dividends i

193、n the foreseeable future.Any futuredetermination related to our dividend policy will be made at the discretion of our board of directors after consideringour financial condition,results of operations,capital requirements,contractual requirements,business prospects andother factors the board of direc

194、tors deems relevant,and subject to the restrictions contained in any future financinginstruments.4Table of Contents If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will bedependent on receipt of funds from our subsidiaries by way of dividend payme

195、nts.Subject to due corporateauthorization in accordance with the memorandum and articles of association of Globavend Holdings and GlobavendHoldings being solvent and able to pay its debts,Globavend Holdings is permitted under the laws of Cayman Islandsand its memorandum and articles of association(a

196、s amended from time to time)to provide funding to its subsidiariesthrough loans or capital contributions.Globavend HK are permitted under the laws of Hong Kong to provide fundingto Globavend Holdings through dividend distributions subject to certain statutory requirements of having sufficientprofits

197、.Subject to Hong Kong law,the Companies Act and our Memorandum and Articles of Association,our Companyin general meeting may declare dividends in any currency,but no dividends shall be declared in excess of the amountrecommended by our board of directors.Subject to a solvency test,as prescribed in t

198、he Companies Act,and theprovisions,if any,of the companys memorandum and articles of association,a company may pay dividends anddistributions out of its share premium account.In addition,dividends may be paid out of profits available on acompany level.The Cayman Islands does not impose a withholding

199、 tax on payments of dividends to shareholders inthe Cayman Islands.Under Hong Kong law,dividends could only be paid out of distributable profits(that is,accumulated realizedprofits less accumulated realized losses)or other distributable reserves,as permitted under Hong Kong law.Dividendscannot be pa

200、id out of share capital.There are no restrictions or limitation under the laws of Hong Kong imposed on theconversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong,nor there is anyrestriction on foreign exchange to transfer cash between Globavend Holdings and

201、its subsidiaries,across borders and toU.S.investors,nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries,toGlobavend Holdings and U.S.investors and amounts owed.Under the current practice of the Inland RevenueDepartment of Hong Kong,no tax is payabl

202、e in Hong Kong in respect to dividends paid by us.Further,there are norestrictions or limitation under the laws of Hong Kong imposed on the conversion of HK$into foreign currencies andthe remittance of currencies out of Hong Kong or across borders and to U.S investors.The PRC laws and regulationsdo

203、not currently have any material impact on transfer of cash from Globavend Holdings to Globavend HK nor fromGlobavend HK to Globavend Holdings,our shareholders or U.S.investors.However,in the future,funds may not beavailable to fund operations or for other use outside of Hong Kong,due to intervention

204、s in,or the imposition ofrestrictions and limitations on,our ability or on our subsidiarys ability by the PRC government to transfer cash.Anylimitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability toconduct our business and might materia

205、lly decrease the value of our Ordinary Shares or cause them to be worthless.Currently,all of our operations are in Hong Kong through Globavend HK.We do not have or intend to set up anysubsidiary or enter into any contractual arrangements to establish a VIE,structure with any entity in mainland China

206、.Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kongare reflected in the Basic Law of the Hong Kong Special Administrative Region of the Peoples Republic of China,orthe Basic Law,providing Hong Kong with a high degree of autonomy and ex

207、ecutive,legislative and independentjudicial powers,including that of final adjudication under the principle of“one country,two systems.”The PRC lawsand regulations do not currently have any material impact on transfer of cash from Globavend Holdings to GlobavendHK nor from Globavend HK to Globavend

208、Holdings and the investors in the U.S.However,the Chinese governmentmay,in the future,impose restrictions or limitations on our ability to transfer money out of Hong Kong,to distributeearnings and pay dividends to and from the other entities within our organization,or to reinvest in our business out

209、sideof Hong Kong.Such restrictions and limitations,if imposed in the future,may delay or hinder the expansion of ourbusiness to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in HongKong.The promulgation of new laws or regulations,or the new interpreta

210、tion of existing laws and regulations,in eachcase,that restrict or otherwise unfavorably impact the ability or way we conduct our business,could require us tochange certain aspects of our business to ensure compliance,which could decrease demand for our services,reducerevenues,increase costs,require

211、 us to obtain more licenses,permits,approvals or certificates,or subject us toadditional liabilities.To the extent any new or more stringent measures are required to be implemented,our business,financial condition and results of operations could be adversely affected and such measured could material

212、ly decreasethe value of our Ordinary Shares,potentially rendering it worthless.5Table of Contents See“Dividend Policy”and“Risk Factors Risks Related to Our Ordinary Shares We rely on dividends andother distributions on equity paid by our subsidiary to fund any cash and financing requirements we may

213、have.In thefuture,funds may not be available to fund operations or for other uses outside of Hong Kong,due to interventions in,or the imposition of restrictions and limitations on,our ability or our subsidiary by the PRC government to transfercash.Any limitation on the ability of our subsidiary to m

214、ake payments to us could have a material adverse effect on ourability to conduct our business and might materially decrease the value of Ordinary Shares or cause them to beworthless,”and Consolidated Statements of Change in Shareholders Equity in audited financial statements containedin this prospec

215、tus for more information.Enforceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability.Substantially all of our assets are located outside the United States.In addition,a majority of our directors and officersare nationals

216、or residents of jurisdictions other than the United States and all or a substantial portion of their assets arelocated outside the United States.As a result,it may be difficult for investors to effect service of process within theUnited States upon us or these persons or to enforce judgments obtaine

217、d in U.S.courts against us or them,includingjudgments predicated upon the civil liability provisions of the securities laws of the United States or any state in theUnited States.It may also be difficult for you to enforce judgments obtained in U.S.courts based on the civil liabilityprovisions of the

218、 U.S.federal securities laws against us and our officers and directors.We have appointed Cogency Global Inc.as our agent upon whom process may be served in any action broughtagainst us under the securities laws of the United States.Conyers Dill&Pearman,our counsel as to the laws of the Cayman Island

219、s,has advised us that there isuncertainty as to whether the courts of the Cayman Islands would(i)recognize or enforce judgments of U.S.courtsobtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of theUnited States or any state in the

220、United States,or(ii)entertain original actions brought in the Cayman Islands againstus or our directors or officers predicated upon the securities laws of the United States or any state in the United States.Conyers Dill&Pearman has informed us that the courts of the Cayman Islands would recognise as

221、 a validjudgment,a final and conclusive judgment in personam obtained in the foreign courts against our Company underwhich a sum of money is payable(other than a sum of money payable in respect of multiple damages,taxes or othercharges of a like nature or in respect of a fine or other penalty)or,in

222、certain circumstances,an in personam judgmentfor non-monetary relief,and would give a judgment based thereon provided that(a)such courts had proper jurisdictionover the parties subject to such judgment;(b)such courts did not contravene the rules of natural justice of the CaymanIslands;(c)such judgme

223、nt was not obtained by fraud;(d)the enforcement of the judgment would not be contrary to thepublic policy of the Cayman Islands;(e)no new admissible evidence relevant to the action is submitted prior to therendering of the judgment by the courts of the Cayman Islands;and(f)there is due compliance wi

224、th the correctprocedures under the laws of the Cayman Islands.Substantially all of our assets are located outside the United States.In addition,a majority of our directors andofficers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of theiras

225、sets are located outside the United States.As a result,it may be difficult for investors to effect service of processwithin the United States upon us or these persons.Name Position Nationality ResidenceMr.Wai Yiu Yau Chairman of the Board and Chief ExecutiveOfficer Chinese AustraliaMr.Tsz Ngo Yu Chi

226、ef Financial Officer Appointee Chinese Hong KongMs.San Man Leng Independent Director Appointee United States Hong KongMr.Ho Chuen Shin Independent Director Appointee Chinese Hong KongMr.Fan Cheung Independent Director Appointee Chinese Hong Kong CFN Lawyers,our counsel as to the laws of Hong Kong,ha

227、s advised us that there is uncertainty as to whether thecourts of Hong Kong would(i)recognize or enforce judgments of U.S.courts obtained against us or our directors orofficers predicated upon the civil liability provisions of the securities laws of the United States or any state in theUnited States

228、,or(ii)entertain original actions brought in Hong Kong against us or our directors or officers predicatedupon the securities laws of the United States or any state in the United States.A judgment of a court in the United States predicated upon U.S.federal or state securities laws may be enforcedin H

229、ong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount duethereunder,and then seeking summary judgment on the strength of the foreign judgment,provided that the foreignjudgment,among other things,is(1)for a debt or a definite sum of money(not being taxes or

230、 similar charges to aforeign government taxing authority or a fine or other penalty),and(2)final and conclusive on the merits of the claim,but not otherwise.Such a judgment may not,in any event,be so enforced in Hong Kong if(a)it was obtained by fraud,(b)the proceedings in which the judgment was obt

231、ained were opposed to natural justice,(c)its enforcement orrecognition would be contrary to the public policy of Hong Kong,(d)the court of the United States was notjurisdictionally competent,or the judgment was in conflict with a prior Hong Kong judgment.Hong Kong has no arrangement for the reciproc

232、al enforcement of judgments with the United States.As a result,there is uncertainty as to the enforceability in Hong Kong,in original actions or in actions for enforcement,ofjudgments of U.S.courts of civil liabilities predicated solely upon the federal securities laws of the United States or thesec

233、urities laws of any state or territory within the United States.6Table of Contents Summary of Key Risks Our business is subject to a number of risks,including risks that may prevent us from achieving our businessobjectives or may materially and adversely affect our business,financial condition,resul

234、ts of operations,cash flows,andprospects that you should consider before making a decision to invest in our Ordinary Shares.These risks are discussedmore fully in“Risk Factors.”These risks include,but are not limited to,the following:Risks Related to Our Business and Industry (for a more detailed di

235、scussion,see“Risk Factors Risks Related to OurBusiness and Industry”beginning on page 19 of this prospectus)We may be unable to obtain exact amount of cargo space to facilitate our customers needs,and the terminationor non-renewal of our block space agreements could have adverse effect on our result

236、s of operations.See moredetailed discussion of this risk factor on page 19 of this prospectus.If we are unable to utilize our cargo space obtained through block space agreements,our business and resultsof operations may be adversely affected.See more detailed discussion of this risk factor on page 1

237、9 of thisprospectus.We have not entered into long-term sales agreements with our customers and rely on demands from our majorcustomers,and our sales may fluctuate subject to our customers demands.See more detailed discussion of thisrisk factor on page 19 of this prospectus.We rely on our business pa

238、rtners including air freight carriers,customs clearance companies,groundtransportation companies,and local delivery service providers to implement certain services to our customers.See more detailed discussion of this risk factor on page 20 of this prospectus.Our business is susceptible to disruptio

239、ns in the business activities of our suppliers of cargo space.See moredetailed discussion of this risk factor on page 20 of this prospectus.We face risks associated with the items we deliver and the contents of shipments and inventories handledthrough our service network as we may fail to identify s

240、hipments that carry goods of dangerous or illicitnature.See more detailed discussion of this risk factor on page 21 of this prospectus.We may fail to identify referral consignments that carry goods of dangerous or illicit nature.See more detaileddiscussion of this risk factor on page 21 of this pros

241、pectus.Our insurance coverage may be inadequate to protect us from potential losses.See more detailed discussion ofthis risk factor on page 21 of this prospectus.Significant increase in freight rates and charges charged by service providers may affect our business,financialcondition,and results of o

242、perations.See more detailed discussion of this risk factor on page 21 of thisprospectus.Our profitability may be material adversely impacted if our investment in equipment,warehousing facilities,and information technology infrastructure does not match customer demand for these resources or if there

243、is adecline in the availability of funding sources for these investments.See more detailed discussion of this riskfactor on page 21 of this prospectus.Our business is substantially dependent on our relationship with our major service suppliers.Changes ordifficulties in our relationships with our ser

244、vice suppliers may harm our business and financial results.Seemore detailed discussion of this risk factor on page 22 of this prospectus.An increase in fuel prices may reduce profitability.See more detailed discussion of this risk factor on page 22of this prospectus.There may be disintermediation in

245、 the logistics industry and freight forwarding business in the future.Seemore detailed discussion of this risk factor on page 22 of this prospectus.Our business is dependent on information technology and is subject to cybersecurity risks.A cyberattack maydisrupt our operations and compromise the per

246、sonal data of our customers.See more detailed discussion of thisrisk factor on page 22 of this prospectus.7Table of Contents We may not be able to meet the delivery schedule of our customers and may experience loss of revenue.Seemore detailed discussion of this risk factor on page 23 of this prospec

247、tus.There is no assurance that we can maintain the qualifications,licenses,and registrations for the operation as anair freight forwarder.See more detailed discussion of this risk factor on page 23 of this prospectus.We have a substantial customer concentration with a limited number of customers acc

248、ounting for a substantialportion of our revenues during the years ended September 30,2021 and 2022 and the six months ended March31,2023.See more detailed discussion of this risk factor on page 23 of this prospectus.We may not be able to attract and retain our core management team and other key pers

249、onnel for our operation.See more detailed discussion of this risk factor on page 23 of this prospectus.The logistics industry in which we operate is highly fragmented and competitive,and there can be no assurancethat we can compete successfully for customers in the future.See more detailed discussio

250、n of this risk factoron page 23 of this prospectus.Uncertainties relating to the growth and profitability of the e-commerce industry could adversely affect ourrevenues and business prospects.See more detailed discussion of this risk factor on page 23 of this prospectus.We may be unable to successful

251、ly implement our future business plans and objectives.See more detaileddiscussion of this risk factor on page 24 of this prospectus.As we lease a number of properties for our business operations,we are exposed to risks in relation tounpredictable and increasing rental and relocation costs.See more d

252、etailed discussion of this risk factor onpage 24 of this prospectus.We are exposed to credit risks of our customers.See more detailed discussion of this risk factor on page 24 ofthis prospectus.Globavend HK may be exposed to claims by third parties for infringement of intellectual property rights.Se

253、emore detailed discussion of this risk factor on page 24 of this prospectus.We may be subject to litigation,arbitration,or other legal proceeding risk.See more detailed discussion of thisrisk factor on page 24 of this prospectus.Increasing labor costs and labor shortages in our industry may affect o

254、ur business,financial condition,andresults of operations.See more detailed discussion of this risk factor on page 25 of this prospectus.Natural disasters,acts of war,and other catastrophic events may adversely affect our operations.See moredetailed discussion of this risk factor on page 25 of this p

255、rospectus.A sustained outbreak of the COVID-19 pandemic could have a material adverse impact on our business,operating results,and financial condition.See more detailed discussion of this risk factor on page 25 of thisprospectus.8Table of Contents Risks Related to Doing Business in Hong Kong(for a m

256、ore detailed discussion,see“Risk Factors Risks Related toDoing Business in Hong Kong”beginning on page 26 of this prospectus All of our operations are in Hong Kong,a special administrative region of the PRC.Due to the long-armprovisions under the current PRC laws and regulations,the Chinese governme

257、nt may exercise significantoversight and discretion over the conduct of our business and may intervene in or influence our operations atany time,which could result in a material change in our operations and/or the value of our Ordinary Shares.Any actions by the Chinese government to exert more overs

258、ight and control over offerings that are conductedoverseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or b

259、e worthless.The Chinese government may intervene or imposerestrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or toreinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcementof laws of the Chinese governm

260、ent may also be quick with little advance notice and our assertions and beliefsof the risk imposed by the PRC legal and regulatory system cannot be certain.See more detailed discussion ofthis risk factor on page 26 of this prospectus.The Hong Kong legal system embodies uncertainties that could limit

261、 the legal protections available to you andus.See more detailed discussion of this risk factor on page 27 of this prospectus.Uncertainties regarding the interpretation and enforcement of PRC laws,rules,and regulations,which couldchange at any time with little advance notice,could limit the legal pro

262、tections available to us.See moredetailed discussion of this risk factor on page 28 of this prospectus.It may be difficult for overseas regulators to conduct investigations or collect evidence within the territory ofChina,including Hong Kong.See more detailed discussion of this risk factor on page 2

263、8 of this prospectus.Adverse regulatory developments in China may subject us to additional regulatory review,and additionaldisclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recentregulatory developments in China may impose additional compliance

264、requirements for companies like us withHong Kong-based operations,all of which could increase our compliance costs and subject us to additionaldisclosure requirements.See more detailed discussion of this risk factor on page 29 of this prospectus.We may become subject to a variety of PRC laws and oth

265、er obligations regarding data security offerings thatare conducted overseas and/or foreign investment in China-based issuers.See more detailed discussion of thisrisk factor on page 29 of this prospectus.Although the audit report included in this prospectus is prepared by U.S.auditors who are current

266、ly inspectableby the PCAOB,there is no guarantee that future audit reports will be issued by auditors inspectable by thePCAOB,and,as such,in the future,investors may be deprived of the benefits of the PCAOB inspectionprogram.Furthermore,trading in our Ordinary Shares may be prohibited under the HFCA

267、 Act if the SECsubsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national securities exchanges,such as the Nasdaq,may determineto delist our securities.Furthermore,on December 29,2022,the Accelerating Hold

268、ing Foreign CompaniesAccountable Act was enacted,which amended the HFCA Act by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three,and thus,reduced the time before our

269、Ordinary Shares may be prohibitedfrom trading or delisted.See more detailed discussion of this risk factor on page 31 of this prospectus.The recent joint statement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by theU.S.Senate and the U.S.House of Representatives all call fo

270、r additional and more stringent criteria to beapplied to emerging market companies.These developments could add uncertainties to our offering,businessoperations,share price,and reputation.See more detailed discussion of this risk factor on page 32 of thisprospectus.The enactment of Law of the PRC on

271、 Safeguarding the Hong Kong National Security Law could impactGlobavend HK.If we become subject to the recent scrutiny,criticism,and negative publicity involving U.S.-listed China-basedcompanies,we may have to expend significant resources to investigate and/or defend the matter,which couldharm our b

272、usiness operations,this offering,and our reputation and could result in a loss of your investment inour Ordinary Shares,in particular if such matter cannot be addressed and resolved favorably.A downturn in the Hong Kong,mainland China,or global economy,or a change in the economic and politicalpolici

273、es of China,could materially and adversely affect our business and financial condition.Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price ofour Ordinary Shares.Changes in international trade policies,trade disputes,barriers to trade,or the

274、emergence of a trade war maydampen growth in Hong Kong,where the majority of our customers reside.The future of Hong Kongs position as a major air cargo hub in Asia is uncertain.9Table of Contents Risks Related to Our Ordinary Shares(for a more detailed discussion,see“Risk Factors Risks Related to o

275、urOrdinary Shares”beginning on page 34 of this prospectus)There has been no public market for our Ordinary Shares prior to this offering;if an active trading market doesnot develop,you may not be able to resell our Ordinary Shares at any reasonable price.See more detaileddiscussion of this risk fact

276、or on page 34 of this prospectus.The trading price of our Ordinary Shares could be subject to rapid and substantial volatility.See more detaileddiscussion of this risk factor on page 35 of this prospectus.Our management team lacks experience in managing a U.S.public company and complying with lawsap

277、plicable to such company.See more detailed discussion of this risk factor on page 36 of this prospectus.We will incur increased costs as a result of being a public company.See more detailed discussion of this riskfactor on page 36 of this prospectus.We rely on dividends and other distributions on eq

278、uity paid by our subsidiary to fund any cash and financingrequirements we may have.In the future,funds may not be available to fund operations or for other usesoutside of Hong Kong,due to interventions in,or the imposition of restrictions and limitations on,our abilityor our subsidiary by the PRC go

279、vernment to transfer cash.Any limitation on the ability of our subsidiary tomake payments to us could have a material adverse effect on our ability to conduct our business and mightmaterially decrease the value of Ordinary Shares or cause them to be worthless.See more detailed discussionof this risk

280、 factor on page 36 of this prospectus.Any lack of effective internal controls over financial reporting may affect our ability to accurately report ourfinancial results or prevent fraud,which may affect the market for and price of our Ordinary Shares.See moredetailed discussion of this risk factor on

281、 page 37 of this prospectus.If we fail to meet applicable listing requirements,Nasdaq may delist our Ordinary Shares from trading,inwhich case the liquidity and market price of our Ordinary Shares could decline.See more detailed discussionof this risk factor on page 38 of this prospectus.If you purc

282、hase our Ordinary Shares in this offering,you will incur immediate and substantial dilution in thebook value of your shares.See more detailed discussion of this risk factor on page 38 of this prospectus.If a limited number of participants in this offering purchase a significant percentage of the off

283、ering,theeffective public float may be smaller than anticipated and the price of our Ordinary Shares may be morevolatile than it otherwise would be.See more detailed discussion of this risk factor on page 38 of thisprospectus.Because the amount,timing,and whether or not we distribute dividends at al

284、l is entirely at the discretion of ourboard of directors,you must rely on price appreciation of our Ordinary Shares for return on your investment.See more detailed discussion of this risk factor on page 38 of this prospectus.Our management has broad discretion to determine how to use the funds raise

285、d in this offering and may usethem in ways that may not enhance our results of operations or the price of our Ordinary Shares.See moredetailed discussion of this risk factor on page 39 of this prospectus.Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.See

286、 more detaileddiscussion of this risk factor on page 39 of this prospectus.Securities analysts may not publish favorable research or reports about our business or may publish noinformation at all,which could cause our Ordinary Share price or trading volume to decline.See more detaileddiscussion of t

287、his risk factor on page 39 of this prospectus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringingoriginal actions in the Cayman Islands or Hong Kong based on U.S.or other foreign laws,and the ability ofU.S.authorities to bring actions in the

288、Cayman Islands or Hong Kong may also be limited.See more detaileddiscussion of this risk factor on page 40 of this prospectus.You may have more difficulties protecting your interests than you would as a shareholder of a U.S.corporation.See more detailed discussion of this risk factor on page 40 of t

289、his prospectus.Cayman Islands economic substance requirements may have an effect on our business and operations.Seemore detailed discussion of this risk factor on page 41 of this prospectus.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and,as such,we areexemp

290、t from certain provisions applicable to U.S.domestic public companies.See more detailed discussion ofthis risk factor on page 41 of this prospectus.As a foreign private issuer,we are permitted to adopt certain home country practices in relation to corporategovernance matters that differ significantl

291、y from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaqcorporate governance listing standards.See more detailed discussion of this risk factor on page 42 of thisprospectus.We may lose our fo

292、reign private issuer status in the future,which could result in significant additional costsand expenses.See more detailed discussion of this risk factor on page 42 of this prospectus.There can be no assurance that we will not be a PFIC for U.S.federal income tax purposes for any taxableyear,which c

293、ould result in adverse U.S.federal income tax consequences to U.S.holders of our OrdinaryShares.See more detailed discussion of this risk factor on page 42 of this prospectus.We are an emerging growth company within the meaning of the Securities Act and may take advantage ofcertain reduced reporting

294、 requirements.See more detailed discussion of this risk factor on page 43 of thisprospectus.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”See more detailed discussion of this risk factor on page 43 of this pr

295、ospectus.As a“controlled company”under the rules of the Nasdaq Capital Market,we may choose to exempt ourCompany from certain corporate governance requirements,that could have an adverse effect on our publicshareholders.See more detailed discussion of this risk factor on page 43 of this prospectus.1

296、0Table of Contents Recent Regulatory Developments in the PRC We are aware that,recently,the PRC government initiated a series of regulatory actions and statements to regulatebusiness operations in certain areas in China with little advance notice,including cracking down on illegal activities in thes

297、ecurities market,enhancing supervision over China-based companies listed overseas using VIE structures,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Forexample,on July 6,2021,the General Office of the Communist Party of China

298、 Central Committee and the General Officeof the State Council jointly issued a document to crack down on illegal activities in the securities market and promote thehigh-quality development of the capital market,which,among other things,requires the relevant governmental authoritiesto strengthen cros

299、s-border oversight of law enforcement and judicial cooperation,to enhance supervision over China-basedcompanies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securitieslaws.On July 10,2021,the CAC issued a revised draft of the Measures for Cyberse

300、curity Review for public comments(the“Revised Draft”),which required that,in addition to“operators of critical information infrastructure,”any“data processor”controlling personal information of no less than one million users which seeks to list in a foreign stock exchange shouldalso be subject to cy

301、bersecurity review,and further elaborated the factors to be considered when assessing the nationalsecurity risks of the relevant activities.On December 24,2021,the CSRC released the Administrative Provisions of the State Council Regarding theOverseas Issuance and Listing of Securities by Domestic En

302、terprises(Draft for Comments)(the“Draft AdministrativeProvisions”)and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises(Draft for Comments)(together with the Draft Administrative Provisions,the“Draft Rules Regarding Overseas Listing”).The Draft R

303、ules Regarding Overseas Listing lays out the filing regulation arrangement for both direct and indirect overseaslisting and clarifies the determination criteria for indirect overseas listing in overseas markets.Among other things,if adomestic enterprise intends to indirectly offer and list securitie

304、s in an overseas market,the record-filing obligation is with amajor operating entity incorporated in the PRC,and such filing obligation shall be completed within three working daysafter the overseas listing application is submitted.The required filing materials for an IPO and listing shall include,b

305、ut notbe limited to:regulatory opinions,record filing,approval,and other documents issued by competent regulatory authoritiesof relevant industries(if applicable),and security assessment opinions issued by relevant regulatory authorities(ifapplicable).On December 27,2021,the National Development and

306、 Reform Commission(“NDRC”)and the Ministry ofCommerce jointly issued the Special Administrative Measures for Entry of Foreign Investment(Negative List)(2021Version)(“Negative List”),which became effective and replaced the previous version.Pursuant to the Negative List,if aPRC company,which engages i

307、n any business where foreign investment is prohibited under the Negative List,or prohibitedbusinesses seeks an overseas offering or listing,it must obtain the approval from competent governmental authorities.Based on a set of Q&A published on the NDRCs official website,a NDRC official indicated that

308、 after a PRC companysubmits its application for overseas listing to the CSRC and where matters relating to prohibited businesses under theNegative List are implicated,the CSRC will consult the regulatory authorities having jurisdiction over the relevantindustries and fields.11Table of Contents On Ja

309、nuary 4,2022,the CAC,the NDRC,and several other administrations jointly adopted and published the revisedCybersecurity Review Measures(“CRM”),which took effect on February 15,2022,and replaced the Revised Draft issuedon July 10,2021.Pursuant to the revised CRM,if a network platform operator holding

310、personal information of over onemillion users seeks for“foreign”listing,it must apply for the cybersecurity review.In addition,operators of criticalinformation infrastructure purchasing network products and services are also obligated to apply for the cybersecurityreview for such purchasing activiti

311、es.Although the CRM provides no further explanation on the extent of“networkplatform operator”and“foreign”listing,we do not believe we are obligated to apply for a cybersecurity review pursuant tothe revised CRM,considering that(i)we are not in possession of or otherwise holding personal information

312、 of over onemillion users,and it is also very unlikely that we will reach such threshold in the near future;and(ii)as of the date of thisprospectus,we have not received any notice or determination from applicable PRC governmental authorities identifying itas a critical information infrastructure ope

313、rator.On February 17,2023,the China Securities Regulatory Commission,or the CSRC,as approved by the State Council,released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies andfive interpretive guidelines(collectively,the“CSRC Filing Rules”),wh

314、ich came into effect on March 31,2023.Under theCSRC Filing Rules,a filing-based regulatory system shall be applied to“indirect overseas offerings and listings”of PRCdomestic companies,which refers to securities offerings and listings in an overseas market made under the name of anoffshore entity but

315、 based on the underlying equity,assets,earnings or other similar rights of a domestic company thatoperates its main business domestically.The CSRC Filing Rules state that,any post-listing follow-on offering by an issuerin the same overseas market,including issuance of shares,convertible notes and ot

316、her similar securities,shall be subject tofiling requirement within three business days after the completion of the offering.We believe that we are not subject to theCSRC Filing Rules,because we are incorporated in the Cayman Islands and our subsidiaries are incorporated in HongKong,the British Virg

317、in Islands and operate in Hong Kong without any subsidiary or VIE structure in mainland China,andwe do not have any business operations or maintain any office or personnel in mainland China.However,as the CSRCFiling Rules and the supporting guidelines are newly published,there exists uncertainty wit

318、h respect to the implementationand interpretation of the principle of“substance over form.”If our offering and listing is later deemed as“indirect overseasoffering and listing by companies in mainland China”under the CSRC Filing Rules,we may need to complete the filingprocedures for our offering and

319、 listing.If we are subject to the filing requirements,we cannot assure you that we will beable to complete such filings in a timely manner or even at all.Since these statements and regulatory actions are new,it ishighly uncertain how soon the legislative or administrative regulation making bodies wi

320、ll respond or what existing or newlaws or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations will have on Globavend Holdings dailybusiness operations,its abi

321、lity to accept foreign investments,and the listing of our Ordinary Shares on a U.S.or otherforeign exchange.There remains significant uncertainty in the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.If the CSRC Filing Rules become applicable to Globavend HK or if t

322、he Measures forCybersecurity Review(2021)or the PRC Personal Information Protection Law becomes applicable to Globavend HK,thebusiness operation of Globavend HK and the listing of our Ordinary Shares in the United States could be subject to theCACs cybersecurity review or CSRC Overseas Issuance and

323、Listing review in the future.If the applicable laws,regulations,or interpretations change and Globavend HK becomes subject to the CAC or CSRC review,we cannot assureyou that Globavend HK will be able to comply with the regulatory requirements in all respects,and our current practice ofcollecting and

324、 processing personal information may be ordered to be rectified or terminated by regulatory authorities.IfGlobavend HK fails to receive or maintain such permissions or if the required approvals are denied,Globavend HK maybecome subject to fines and other penalties that may have a material adverse ef

325、fect on our business,operations,andfinancial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the valueof our Ordinary Shares to significantly decline or be worthless.12Table of Contents Permission Required from Hong Kong and PRC Authorities A

326、s of the date of this prospectus,(i)Globavend HK has received all requisite permissions and approvals for theoperation of our business in Hong Kong namely the business registration certificate issued by the Hong Kong BusinessRegistration Office,and no such permissions and approvals have been denied,

327、(ii)Globavend HK is not required to obtainany permission or approval from Hong Kong authorities to issue our Ordinary Shares to foreign investors,and(iii)we arealso not required to obtain permissions or approvals from any PRC authorities before listing in the United States and toissue our Ordinary S

328、hares to foreign investors or operate our business as currently conducted,including the CSRC,theCAC,or any other governmental agency that is required to approve our operations,because(i)the CSRC currently has notissued any definitive rule or interpretation concerning whether offerings like ours unde

329、r this prospectus are subject to thisregulation;and(ii)Globavend HK was established and operate in Hong Kong and is not included in the categories ofindustries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.Hong Kong is a special administrative region o

330、f the PRC and the basic policies of the PRC regarding Hong Kong arereflected in the Basic Law,which serves as Hong Kongs constitution.The Basic Law provides Hong Kong with a highdegree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication underthe

331、 principle of“one country,two systems”and a distinct set of laws and regulations.The PRC laws and regulations do notcurrently have any material impact on our business,financial condition or results of operations.However,there is noassurance that there will not be any changes in the economic,politica

332、l and legal environment in Hong Kong in the future.Inthe event that(i)the PRC government expanded the categories of industries and companies whose foreign securitiesofferings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals,(ii)we inadvert

333、ently concluded that relevant permissions or approvals were not required or that we did not receive ormaintain relevant permissions or approvals required,or(iii)applicable laws,regulations,or interpretations change andrequire us to obtain such permissions or approvals in the future,we may face regulatory risks as those operated in mainlandChina,including the ability to offer securities to investor