F-3 1 ea0252201-02.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on October 3, 2025

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

RAYTECH HOLDING LIMITED
(Exact name of Registrant as specified in its charter)

_____________________________________

British Virgin Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number.)

Unit 609, 6/F, Nan Fung Commercial Centre,
No. 19 Lam Lok Street, Kowloon Bay, Hong Kong
Telephone: +852 2117 0236
(Address and telephone number of registrant’s principal executive offices)

_____________________________________

Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Name, address, and telephone number of agent for service)

_____________________________________

Copy to:

Henry Yin, Esq.
Benjamin Yao, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
Central, Hong Kong SAR
(852) 3923-1111

Joan Guilfoyle, Esq.
Loeb & Loeb LLP
901 New York Avenue, NW
Suite 300 West
Washington, DC 20001
(202) 618-5000

_____________________________________

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

		Page
ABOUT THIS PROSPECTUS		ii
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		6
OFFER STATISTICS AND EXPECTED TIMETABLE		7
CAPITALIZATION AND INDEBTEDNESS		8
DILUTION		9
USE OF PROCEEDS		10
DESCRIPTION OF SHARES		11
DESCRIPTION OF WARRANTS		21
DESCRIPTION OF RIGHTS		23
DESCRIPTION OF UNITS		24
PLAN OF DISTRIBUTION		25
TAXATION		28
ENFORCEABILITY OF CIVIL LIABILITIES		29
INCORPORATION OF DOCUMENTS BY REFERENCE		31
EXPENSES		32
LEGAL MATTERS		33
EXPERTS		33
WHERE YOU CAN FIND MORE INFORMATION ABOUT US		33

Entities	License/permit/approval	Issuing authority	Commencement date	Expiry date
Pure Beauty	Business Registration Certificate	Inland Revenue Department	April 15, 2025	April 14, 2026
Raytech Innovation	Business Registration Certificate	Inland Revenue Department	May 6, 2025	May 5, 2026

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of our registration statement on Form F-1 (File No. 333-275197) originally filed with the SEC on October 27, 2023)
4.1		Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 of our registration statement on Form F-1 (File No. 333-275197) originally filed with the SEC on October 27, 2023)
4.2		Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 2.2 to the annual report on Form 20-F filed by the Company with the SEC on July 30, 2024)
4.3*		Form of Warrant
4.4*		Form of Warrant Agreement
4.5*		Form of Right
4.6*		Form of Unit
5.1		Opinion of Harney Westwood & Riegels regarding the validity of the Ordinary Shares being registered
5.2		Opinion of Harney Westwood & Riegels as to BVI tax matters (included in Exhibit 5.1)
5.3		Opinion of CLKW Lawyers LLP regarding certain Hong Kong Legal Matters
16.1		Letter of WWC, P.C. to the United States Securities and Exchange Commission dated May 21, 2025 (incorporated by reference to Exhibit 16.1 of our Form 6-K originally filed with the SEC on May 21, 2025.
23.1		Consent of Assentsure PAC.
23.2		Consent of WWC, P.C.
23.3		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.4		Consent of CLKW Lawyers LLP (included in Exhibit 5.3)
24.1		Power of Attorney (included on signature page)
107		Filing Fee Table

		Raytech Holding Limited
		By:		/s/ Ching Tim Hoi
				Ching Tim Hoi
				Chief Executive Officer

Name	Position	Date
/s/ Ching Tim Hoi	Chief Executive Officer, Chairman and Director	October 3, 2025
Ching Tim Hoi	(Principal Executive Officer)
/s/ Wan Yee Hing	Chief Financial Officer	October 3, 2025
Wan Yee Hing	(Principal Financial and Accounting Officer)
/s/ Ling Chun Yin	Director	October 3, 2025
Ling Chun Yin
/s/ Li Wan Venus	Director	October 3, 2025
Li Wan Venus
/s/ Fok Pak Kin Charles	Director	October 3, 2025
Fok Pak Kin Charles
/s/ Li Shihua	Director	October 3, 2025
Li Shihua

		U.S. Authorized Representative
		Puglisi & Associates
		By:		/s/ Donald J. Puglisi
				Name: Donald J. Puglisi
				Title: Authorized Representative

SEC Form F-3 filed by Raytech Holding Limited