Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Everbright Digital Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 7319 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Unit 1A, 10/F, If this Form is filed to register additional securities ...

Regulatory Environment - The company operates solely in Hong Kong, with no current operations in Mainland China, which mitigates direct regulatory impacts from the PRC government[55]. - The company has not been required to obtain permission from the PRC government for its U.S. listing as of the report date, but future requirements remain uncertain[61]. - Recent regulatory actions by the PRC government may impose new compliance costs and operational restrictions, potentially affecting the company's financial condition[59]. - The evolving legal landscape in Mainland China introduces significant uncertainties that could adversely impact the company's operations and investor interests[66]. - The company may face increased costs and operational challenges if stricter environmental or corporate social responsibility standards are adopted in China[67]. - The company is subject to potential administrative penalties if it fails to comply with new filing procedures established by the China Securities Regulatory Commission (CSRC) for overseas listings[68]. - The PRC government has substantial control over various sectors, which could indirectly influence the company's operations in Hong Kong[63]. - The company may incur increased management time and costs due to compliance with existing and newly adopted laws and regulations[60]. - The legal protections available to the company and its investors may be limited due to uncertainties in the PRC legal system[66]. - The company’s ability to continue offering securities to investors could be significantly hindered by future regulatory changes from the PRC government[64]. - The company currently has no material operations in the PRC and is not required to obtain permissions or approvals from PRC authorities for listing in the U.S. or issuing Ordinary Shares to foreign investors[70]. - As of the date of the annual report, the company has no subsidiaries, VIE structure, or direct operations in Mainland China, and all revenues and profits are generated by subsidiaries in Hong Kong[74]. - The company is not subject to the M&A Rules or the Trial Measures as per the current understanding of PRC laws and regulations, and has not applied for any permissions or approvals from PRC authorities[77]. - The company may face sanctions or penalties from PRC regulatory agencies if it fails to obtain necessary permissions in the future, which could adversely affect its operations and the trading price of its Ordinary Shares[69]. - Changes in PRC laws or regulations could rapidly impact the company's operations and its ability to offer securities to investors, potentially leading to a significant decline in the value of its securities[72]. - The company is advised that the CSRC's approval is not required for its listing and trading in the U.S. exchange under the M&A Rules[74]. - The Hong Kong legal system presents uncertainties that could limit legal protections available to the company's operating subsidiaries[78]. - Economic, political, or social changes in Hong Kong and Mainland China could materially affect the company's business and operations[79]. - The removal of Hong Kong's preferential trade status by the U.S. government has not yet had a material impact on the company's business and operations[81]. - The company is monitoring potential changes in applicable laws and regulations that could affect its operations and compliance requirements in the future[76]. - The ongoing conflicts in Ukraine and the Middle East could lead to substantial disruptions in global economic markets, adversely affecting the company's operations and financial conditions[82]. - Recent PRC regulations may significantly limit the company's ability to offer Ordinary Shares to investors, potentially causing a decline in share value[83]. - The PRC's Measures for Cybersecurity Review and Personal Information Protection Law impose strict requirements on data processing, which could impact the company's operations[88][90]. - The company is not classified as an "operator of critical information infrastructure" and believes it is not subject to cybersecurity review by the CAC, as it operates solely in Hong Kong[94]. - The Trial Administrative Measures require companies with significant operations in Mainland China to comply with filing procedures, which the company believes it does not fall under[93]. - The company has not generated revenues from Mainland China that exceed 50% of its total revenues in the most recent accounting year, thus avoiding certain regulatory requirements[95]. - The company has collected personal information from fewer than 1,000 individuals in Mainland China, with all data stored in Hong Kong[94]. - The company is exempt from immediate filings under the Trial Administrative Measures if it completes its overseas securities offering before September 30, 2023[93]. - The PRC government may impose additional oversight on overseas offerings, which could hinder the company's ability to list or offer securities[84]. - The company is closely monitoring the evolving regulatory landscape in China, which could impact its future operations and market strategies[85]. - The company is currently not required to obtain approvals from PRC authorities to operate its business or list on the Nasdaq Capital Market, but there is uncertainty regarding future compliance with PRC laws and regulations[97]. Financial Performance - For the year ended December 31, 2022, revenue was recorded at US$815,090, which increased by 246.6% to US$2,825,488 in 2023, before slightly decreasing by 2.3% to US$2,761,798 in 2024[117]. - As of December 31, 2023, two customers accounted for 13.09% and 10.09% of total revenues, while for 2024, three customers accounted for 16.25%, 12.73%, and 10.96% of total revenues, indicating a shift in customer concentration[113]. - The average accounts receivable turnover days increased from approximately 34 days in 2022 to 51 days in 2023, and further to 103 days in 2024, reflecting potential credit risks[125]. - One supplier accounted for 100% of the total balance of accounts payable as of December 31, 2023, amounting to US$49,719, which was settled by the date of the annual report[115]. - The company has a limited operating history since its business operations began in May 2022, which may affect the reliability of future performance predictions[118]. - The company relies heavily on key management personnel, particularly the CEO, whose departure could materially impact business operations and financial condition[120]. - The company has not experienced material order cancellations in the past three financial years, but there is no assurance against future cancellations or payment delays by customers[125]. - The company has derived a substantial portion of its revenue from a limited number of customers, exposing it to risks of significant losses if any major customer reduces or ceases collaboration[113]. - The U.S. government's trade policies, including tariffs, may adversely affect international trade and the company's financial condition[111]. - The company has established service agreements with clients, and failure to meet contractual commitments could lead to revenue loss and harm to business reputation[124]. - The company faces intense competition in the metaverse and digital entertainment industry, which could materially and negatively impact its market share and financial performance if it fails to compete effectively[126]. - The COVID-19 pandemic has had a material adverse impact on the company's operations and financial conditions during the fiscal years ended December 31, 2022, and 2023, but as of the annual report date, there is no longer an impact from COVID-19[130]. - The Hong Kong government has gradually abolished its COVID-19 control measures since November 2022, which may positively influence business operations moving forward[131]. - The company is exposed to risks from fluctuations in foreign currency exchange rates, as its reporting currency is the United States dollar while overseas sales are in Hong Kong dollars[134]. - The company is subject to environmental, health, and safety regulations, which may impose new costs and restrictions that could adversely affect its business and financial condition[135]. - The company's revenue is significantly derived from the metaverse and digital entertainment industry, making it susceptible to market conditions and risks associated with this sector[141]. - Economic conditions that negatively impact discretionary consumer spending, such as inflation and recession, could materially adversely affect the company's business and results of operations[142]. - The company's auditor, OneStop Assurance PAC, is subject to PCAOB inspections, and any inability to conduct these inspections could lead to trading prohibitions under the Holding Foreign Companies Accountable Act[148]. Corporate Governance and Structure - 72.00% of the issued share capital is owned by the Controlling Shareholder, Dr. Leung Chun Yip, who holds 67.92% of the total voting power, which may significantly influence corporate decisions[102]. - The company does not expect to pay cash dividends in the foreseeable future, relying instead on dividends from subsidiaries for cash and financing requirements[105]. - There are no current restrictions on the conversion of Hong Kong dollars into foreign currencies or the remittance of currencies out of Hong Kong, facilitating cash transfers to U.S. investors[106]. - Future PRC government restrictions on cash transfers or earnings distribution could adversely affect the company's ability to conduct business and may materially decrease the value of its Ordinary Shares[107]. - Compliance with evolving data protection laws in Hong Kong and Mainland China may increase operational costs and complicate business practices[101]. - The company may face investigations regarding compliance with data privacy laws, which could lead to penalties or operational changes[101]. - The concentration of ownership may discourage changes in control, potentially depriving shareholders of premium opportunities during a sale[103]. - The company may be subject to cybersecurity reviews by the CAC if deemed an "operator of critical information infrastructure" or a "data processor" with over one million users[98]. - Any failure to obtain necessary permissions from PRC authorities could result in sanctions, affecting the company's ability to conduct business and the value of its Ordinary Shares[98]. - The company may face increased costs and management time due to compliance with SEC and Nasdaq regulations after ceasing to qualify as an emerging growth company[186]. - The company’s corporate structure includes subsidiaries incorporated in the BVI and Cayman Islands, with significant assets located outside the United States[178]. - Shareholders may have more difficulty protecting their interests compared to shareholders of U.S. incorporated companies due to the legal framework in the Cayman Islands[177]. - The company has not publicly disclosed individual compensation for senior management, which may limit transparency for shareholders[184]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements, including exemptions from auditor attestation requirements[179]. - The company is a foreign private issuer under the Exchange Act, exempting it from certain provisions applicable to U.S. domestic public companies, including quarterly reporting on Form 10-Q[181]. Business Strategy and Development - The company’s mission focuses on providing comprehensive digital marketing solutions and creating high value for clients while keeping up with industry trends[200]. - Revenue for the years ended December 31, 2022, 2023, and 2024 was recorded at US$815,090, US$2,825,488, and US$2,761,798 respectively, with net profit margins of 51.5%, 32.8%, and 13.7%[202]. - The Hong Kong digital marketing solution market grew from HKD23.0 billion in 2018 to HKD30.4 billion in 2023, with digital marketing solutions reaching HKD15.1 billion in 2023, marking it as the fastest-growing segment[202]. - Revenue from 3D and Augmented Reality solutions increased from US$634,527 in 2022 to US$2,233,309 in 2023, but decreased to US$1,204,348 in 2024, representing a 46.1% decline[208]. - The company aims to expand its client base by entering the Asia-Pacific markets for digital marketing solutions, leveraging its expertise in metaverse technologies[214]. - A proprietary platform is being developed to bridge physical and virtual realms, enabling seamless transactions and advanced analytics on customer behavior[221]. - The company plans to increase investment in research and development to enhance data analytics and process automation, aiming for deeper insights into customer behavior[220]. - The management team has over 20 years of corporate management experience, which supports the company's ability to adapt to changing market conditions[211]. - The company has served over 20 corporate clients across various industries, demonstrating its capability to deliver tailored solutions[205]. - The digital marketing solutions industry is highly fragmented with over 3,500 participants, indicating a competitive landscape[202]. - The company is committed to strengthening cybersecurity and data privacy safeguards as it navigates the evolving threat landscape in the metaverse[222]. - Revenue for the year ended December 31, 2024, is projected to be $2,761,798, a decrease of 2.3% from $2,825,488 in 2023, and a significant increase from $815,090 in 2022[229]. - Gross profit for 2024 is expected to be $1,626,872, reflecting an increase of 4.6% from $1,555,712 in 2023, and a substantial rise from $568,315 in 2022[229]. - Profit before tax for 2024 is projected at $516,820, a decrease of 52.2% compared to $1,082,610 in 2023, but an increase from $471,990 in 2022[229]. - The company plans to enhance its employer branding initiatives to attract top digital marketing and technology talent[225]. - Ongoing learning and skills enhancement will be emphasized, including extensive training programs and knowledge-sharing sessions[226]. - The company has developed two proprietary mobile applications, "UMETA VS" and "UMETA AR," to integrate virtual and augmented reality into its marketing services[243]. - Integrated one-stop marketing solutions will leverage digital technology for advertisement placement across various platforms, including metaverse stimulation and VR/AR design[236]. - The company adopts a cost-plus pricing model for project quotations, considering factors such as project scope, duration, and market conditions[235]. - The project duration for integrated marketing solutions typically ranges from two to six months, ensuring comprehensive management from planning to completion[230]. - The company aims to create engaging digital and hybrid event experiences, integrating cutting-edge technologies to enhance attendee engagement[245].

As filed with the U.S. Securities and Exchange Commission on March 21, 2025. Registration No. 333-285191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ | Cayman Islands | 7319 | Not Applicable | | --- | --- | --- | | (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | Incorporation or Organization) | Classification Code ...

As filed with the U.S. Securities and Exchange Commission on March 14, 2025. Registration No. 333-285191 (Exact name of Registrant as specified in its charter) _______________________ Not Applicable UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ Everbright Digital Holding Limited (Translation of Registrants name into English) | Cayman Islands | 7319 | N ...

As filed with the U.S. Securities and Exchange Commission on February 25, 2025. Registration No. [•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ Everbright Digital Holding Limited (Exact name of Registrant as specified in its charter) _______________________ Not Applicable (Translation of Registrants name into English) | Cayman Islands | 7319 | Not Applicable | | --- | --- | --- | | (State or ...