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Bebuzee Ltd. Form F-1/A Filed 2015-12-09

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Bebuzee Ltd. Form F-1/A Filed 2015-12-09 SECURITIES AND EXCHANGE COMMISSION FORM F-1/A Registration statement for securities of certain foreign private issuers [amend] Filing Date: 2015-12-09 SEC Accession No. 0001557234-15-000375 (HTML Version on secdatabase.com) FILER Bebuzee Ltd. Mailing Address Business Address 30 AVENUE ROAD 30 AVENUE ROAD CIK:1641279| IRS No.: 000000000 | State of Incorp.:X0 | Fiscal Year End: 1231 BOURNEMOUTH X0 BH25SL BOURNEMOUTH X0 BH25SL Type: F-1/A | Act: 33 | File No.: 333-206577 | Film No.: 151278057 447586817577 SIC: 7370 Computer programming, data processing, etc. Copyright © 2016 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on July 16, 2015 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM F-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bebuzee Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) England and Wales 7379 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 30 Avenue Road Bournemouth, BH2 5SL United Kingdom +44 1202 554 950 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Adam S. Tracy, Esq. Securities Compliance Group, Ltd. 520 W. Roosevelt Road, Suite 201 Wheaton, Il 60187 (888) 978-9901 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Adam S. Tracy, Esq. Securities Compliance Group, Ltd. 520 W. Roosevelt Road, Suite 201 Wheaton, Il 60187 (888) 978-9901 [email protected] Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. 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. ¨ ? 1 If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ¨ CALCULATION OF REGISTRATION FEE Proposed maximum Proposed offering Title of each class of Amount to be aggregate Amount of securities to be registered registered price per share(3) registration fee offering price (3) Common Shares, par value US$0.0001 per share 20,000,000 $1.75 US $35,000,000 US $4,067 Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (3) 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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (SUBJECT TO COMPLETION) ISSUED DECEMBER 9, 2015 Bebuzee Limited Up to 20,000,000 Common Shares Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This is the initial public offering of shares of our common stock. We are offering 20,000,000 shares of our common stock at a price of $1.75 per share. Our common stock is not low listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Bulletin Board. While we intend to apply for the quotation of our common stock on the OTC Bulletin Board or OTCQB upon effectiveness of the registration statement of which this prospectus forms a part, there can be no assurance that we will meet the minimum requirements for such listing or that a market maker will agreed to file on our behalf the necessary documentation with the Financial Industry Regulatory Authority for such application for quotation to be approved. The offering will commence on the effective date of this prospectus and will terminate on the earliest event of our having sold the maximum amount of shares offered in this offering or 365 days from the effective date of this prospectus. We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares. There is no minimum amount of common shares we must sell so no money raised from the sale of such common shares will go into escrow, trust or another similar arrangement. We will bear the all of the costs associated with this offering. We are an early stage venture with limited operating history. As such, this offering is highly speculative and the common stock being offered for sale involves a high degree of risk and should be considered only be persons who can afford the loss of their entire investment. Readers are encouraged to reference the section entitled “Risk Factors” on page 10 for additional information regarding the risks associated with our company and common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. We may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the common shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common shares. We have not taken any action to permit a public offering of the shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the common shares and the distribution of this prospectus outside the United States. 3 TABLE OF CONTENTS Prospectus Summary 5 The Offering 8 Summary Consolidated Financial Data 9 Risk Factors 10 Use of Proceeds 20 Dividend Policy 21 Dilution 22 Exchange Rate Information 23 Enforceability of Civil Liabilities 23 Business Operations 24 Management 27 Principal Shareholders 28 Description of Share Capital 29 Management’s Discussion and Analysis 34 Shares Eligible for Future Sale 36 Taxation 37 Legal Matters 39 Additional Information 39 Report of Independent Registered Public Accounting Firm 40 Financials 41 Information Not Required in Prospectus 50 Signatures 51 Exhibits 52 4 A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: a general decline in the United States economy, the possibility that our marketing efforts will not be successful in attracting clients to our Company, the possibility that the Company will not raise adequate capital through this offering to implement its business plan, and other factors over which the Company has little or no control.
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