Table of Contents As filed with the U.S. Securities and Exchange Commission on January 26, 2026. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands 7812 Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Fernie Castle, Letham Cupar, Fife, KY15 7RU United ...

Core Insights - MD Local Global Ltd. has completed a critical phase in the design and planning process for its Oriental Garden and Castle Exhibition Project at Fernie Castle, Scotland [1] - The company has entered into a design collaboration with Kengo Kuma & Associates and Simpson & Brown LLP to enhance the project's design quality and planning approval likelihood [2][3] Design Collaboration - The collaboration involves a dual-layer design structure that combines global architectural vision with local heritage expertise [3] - Kengo Kuma & Associates will focus on conceptual architectural and landscape design, emphasizing materiality and Eastern philosophy [4] - Simpson & Brown will provide heritage and planning advisory services, ensuring alignment with UK and Scottish regulations [5] Project Management - MDLG serves as the project sponsor and coordinator, overseeing strategic positioning and long-term operational planning [6] - The collaboration aims to align design ambition with heritage considerations, mitigating risks associated with historic estate development [6] Strategic Significance - MDJM LTD management emphasizes that the partnership aims to achieve design excellence and planning certainty, enhancing the project's long-term value [7] - The project is expected to showcase MDLG's capabilities in cultural asset enhancement and international cultural exchange [7] Company Overview - MD Local Global Ltd. specializes in cultural IP development, animation production, and cultural venue operations, integrating Eastern philosophy with international artistic practices [8] Simpson & Brown Overview - Simpson & Brown LLP is a leading architectural practice in Scotland, recognized for its expertise in historic building conservation and heritage-led design [9][10]

Core Viewpoint - MD Local Global Ltd. has entered into a significant partnership with H5 S.A.R.L. to co-produce an animated short film, marking a key step in its global cultural expansion and enhancing its capabilities in cultural IP development and animation production [1][2]. Group 1: Partnership and Strategic Goals - The agreement with H5 reinforces MDLG's strategy to blend Eastern philosophical storytelling with international artistic innovation, aiming to cultivate a new generation of cultural and animation IP with global appeal [2]. - MDLG is focused on building a comprehensive cultural IP ecosystem based on four pillars: Cultural IP Ownership & Original IP Development, International Cultural IP Licensing & Collaboration, Cultural IP Commercialization [2][6]. Group 2: H5's Background and Contributions - H5 is a highly respected French creative studio known for its contributions to animation, graphic design, and contemporary art, with notable works including the Academy Award-winning animated short film Logorama [3]. - H5 has over 30 years of creative innovation and has significantly influenced France's visual culture, making it a valuable partner for MDLG in merging artistic expression with cultural meaning [3]. Group 3: Creative Team and Project Development - An exceptional team of internationally acclaimed creators has been assembled for the animated short, with Ludovic Houplain as the director and Federico Matarazzo as the artistic producer, guiding the film's conceptual and visual evolution [4][5]. - The project aims to create original IP rooted in Eastern culture and aesthetics, while also expanding cross-border creative partnerships to enhance cultural resources and artistic expression [6][7]. Group 4: Future Cultural Ecosystem - The collaboration between MDLG and H5 is not limited to a single project; both parties are exploring multi-layered cultural partnerships that integrate animation, cultural tourism, and international collaboration [7]. - MDLG aims to establish an immersive Animation Art Museum at Fernie Castle, inspired by Japan's Ghibli Museum, to further enhance its cultural experience operations [6].

Core Insights - MD Local Global Ltd. is expanding its cultural and creative operations, focusing on creating a comprehensive global cultural IP ecosystem [1][2] Group 1: Strategic Expansion - The company will establish an immersive animation art gallery at Scotland's Fernie Castle, inspired by Japan's Ghibli Museum [2] - MDLG's future strategy includes cultural IP ownership, original IP development, international licensing, and cultural experience operations [3][4] Group 2: Cultural IP Development - The company aims to generate sustainable cultural revenue through various initiatives such as animation and art exhibitions, themed dining, and cultural festivals [3] - An Architectural Design Service Agreement was signed with Kengo Kuma & Associates for the Fernie Castle Oriental Landscape Project, enhancing the cultural ecosystem [5] Group 3: Collaborative Projects - MDLG signed a Script Contract with Isabel Herguera and Gianmarco Serra to develop a short film titled "Journey to the West," showcasing original IP rooted in Eastern culture [6][10] - An Animation Production Agreement was signed with Abano Producións to produce the animated short film, leveraging Abano's expertise in auteur animation [10][11] Group 4: Cultural Ecosystem Goals - The company is committed to building a globally influential cultural and artistic ecosystem, integrating Eastern philosophy and aesthetics into contemporary storytelling [12]

Core Insights - MDJM LTD has introduced cryptocurrency payment options at The Robin Hill Hotel, marking a significant step in the company's digital transformation strategy within the hospitality sector [1][2][3] - The initiative aims to enhance convenience for international travelers and cater to diverse payment preferences, potentially increasing the hotel's appeal to a global clientele [2][3] - This advancement aligns with MDJM's broader strategy to diversify payment solutions and explore intersections between digital innovation and cultural consumption [3][4] Company Overview - MDJM LTD is an integrated global culture-driven asset management company focused on transforming historical properties into cultural hubs that integrate modern digital technology with historical value [4] - The company is expanding its operations in the UK, with projects like Fernie Castle in Scotland and the Robin Hill Property in England, which are being remodeled into multifunctional cultural venues [4] - MDJM aims to position itself as a hub for artisan exchanges and cultural events, leveraging its historical properties to promote Eastern and Western cultural exchanges [4]

Core Insights - MDJM LTD has officially opened a new bar named Time and Stars at the Robin Hill Hotel in Torquay, UK, following final licensing approval on August 19, 2025, marking a strategic milestone in diversifying revenue streams and enhancing the cultural value of its hospitality portfolio [1][2][6] Company Developments - The new bar expands the offerings of Robin Hill Hotel through on-site beverage services, curated events, and immersive guest experiences, aimed at elevating the property's regional profile and serving as a pilot for future hospitality enhancements [2][5] - Time and Stars is designed within a Victorian heritage building, featuring reproductions of famous artworks and an observatory-style sunroom, creating a culturally distinctive venue that encourages reflection [3][4] - The bar is managed by William Taylor, a hospitality professional with nearly a decade of experience, expected to enhance service quality and support future growth in bar events and cultural engagement [4][6] Market Positioning - Time and Stars is positioned to attract both hotel guests and local patrons, enhancing Robin Hill Hotel's boutique positioning and on-site revenue potential, making it an appealing choice for vacation travelers [5][6] - The launch aligns with MDJM's long-term strategy to develop lifestyle-oriented assets with global appeal, integrating heritage, creativity, and experiential value into its offerings [6][7] Strategic Vision - MDJM is focused on transforming historical properties into cultural hubs, with ongoing projects in the UK, including Fernie Castle, which is undergoing renovations in collaboration with renowned architectural firms [7] - The company aims to leverage its historical properties for promoting cultural exchanges and enhancing its global market presence, reflecting its commitment to expanding its cultural business footprint [7]

Core Insights - MDJM LTD has entered into a design collaboration agreement with Kengo Kuma and Associates for the renovation and landscape planning of the Fernie Castle cultural destination project in Scotland, aiming to enhance its cultural value and commercial potential [1][4] - KKAA is recognized for integrating traditional aesthetics with modern design, with notable projects in over 50 countries, including the UCCA Clay Museum in China and the Centro de Arte Moderna Gulbenkian in Portugal [2] - The redevelopment plan for Fernie Castle includes an Oriental-style garden and an animation and art museum inspired by Japan's Ghibli Museum, promoting Eastern cultural values to audiences in the UK and Europe [3] Company Overview - MDJM LTD is focused on transforming historical properties into cultural hubs that integrate modern technology with historical value, with ongoing projects in the UK, including Fernie Castle and the Robin Hill Property [5] - The company aims to create multi-functional cultural venues featuring fine dining, hospitality services, art exhibitions, and cultural exchange events, positioning itself as a hub for artisan exchanges and cultural promotion [5]

Core Insights - MDJM LTD has reported a significant operational growth at its Robin Hill Hotel, with full-year bookings increasing by 301% as of June 2025 compared to 2024 [1][2] - The average daily rate (ADR) for the hotel has risen from £135 to £162, marking a 20% increase in pricing [2] - The company anticipates continued growth in bookings as the summer peak and holiday seasons approach [2] Company Strategy - The growth at Robin Hill Hotel is attributed to strategic upgrades, including hiring a French-trained chef and expanding dining options with Eastern cultural elements [3] - The hotel plans to open dining services to non-resident visitors, launching a signature English afternoon tea experience to broaden its customer base [4] - The CEO emphasized the integration of cultural heritage and hospitality as a key strategy for enhancing guest experiences and supporting asset value growth [5] Company Overview - MDJM LTD focuses on transforming historical properties into cultural hubs that combine modern technology with historical value [6] - The company is expanding its operations in the UK, with projects like Fernie Castle and Robin Hill, aiming to create multifunctional cultural venues [6] - MDJM seeks to promote Eastern and Western cultural exchanges through its properties, enhancing its global market presence [6]

Core Insights - MDJM LTD has appointed Chef Vincent Farley to lead culinary development at Robin Hill Hotel, aiming to enhance the guest experience through a combination of heritage hospitality, fine dining, and cultural tourism [1][4] - The company plans to launch a French culture-inspired restaurant at Robin Hill Hotel to meet local demand for elevated dining options and to complement seasonal tourism [3][5] - MDJM is focused on transforming historical properties into cultural hubs, integrating modern technology with historical value, and expanding its operations in the UK [5] Company Strategy - The appointment of Chef Vincent is part of MDJM's broader strategy to create a premier cultural destination that drives long-term asset growth and enhances revenue streams [1][4] - The company aims to position Robin Hill Hotel as a destination that unites heritage, hospitality, and cultural programming, thereby increasing its appeal and commercial value [3][4] - MDJM is developing projects like Fernie Castle and Robin Hill Property into multifunctional cultural venues featuring fine dining, hospitality services, and cultural exchange events [5] Leadership and Expertise - Chef Vincent Farley brings over 30 years of experience in culinary and hospitality management, with a strong background in large-scale food service and team leadership [2] - His role will include overseeing culinary operations, menu development, team recruitment, and food service management at Robin Hill Hotel [2][3] - The leadership of Chef Vincent is expected to play a crucial role in advancing MDJM's vision for cultural tourism and enhancing the overall guest experience [4]

Corporate Structure and Compliance - The company operates as a holding entity incorporated in the Cayman Islands, with no material operations of its own, conducting operations through subsidiaries in the UK and a VIE in China until March 2025[18]. - The VIE Agreements allowed the company to consolidate financial results of the VIE under U.S. GAAP for fiscal years ending December 31, 2024, 2023, and 2022[22]. - The Exclusive Business Cooperation Agreement with Mingda Tianjin provided WFOE with exclusive rights to manage operations and collect service fees equivalent to Mingda Tianjin's net income after statutory reserves[23]. - The Share Pledge Agreement secured WFOE's rights over Mingda Tianjin's equity interests, allowing it to collect dividends and dispose of pledged interests in case of default[26]. - The company is not currently subject to cybersecurity reviews as it does not have over one million users' personal information, nor does it anticipate reaching that threshold in the foreseeable future[34]. - The company is categorized as an existing enterprise under the Trial Administrative Measures, meaning it is not immediately required to file for compliance following its overseas listing[34]. - The company’s auditor, RBSM LLP, is subject to PCAOB inspections, and there are no current restrictions on trading its Ordinary Shares under the HFCA Act[36]. - The company has not received any inquiries or sanctions regarding its overseas listing from the CSRC or other PRC authorities as of the report date[34]. - The VIE structure provided a means for foreign investment in China-based companies, which is restricted by Chinese law[22]. - The company has the option to purchase equity interests in Mingda Tianjin under the Exclusive Option Agreement, ensuring control over its operations[30]. - The VIE has received all requisite licenses and permissions from PRC authorities to operate in China, including a Business License and Registration Certificate[38]. - The Company is not required to obtain permission from PRC authorities for securities operations, but may face future compliance requirements due to evolving regulations[44]. - The CSRC's Trial Measures require domestic companies to complete filing procedures for overseas offerings within three working days of submission[40]. - The revised Provisions on confidentiality and archives administration require domestic companies to obtain approval for disclosing documents containing state secrets[42]. - The Company may face difficulties in remitting foreign currency for dividend payments due to PRC government controls[52]. - The Company intends to apply for a tax resident certificate to potentially benefit from a reduced withholding tax rate on dividends[54]. - The company is classified as an Existing Issuer and is not immediately required to file for compliance with the CSRC, but must comply for future offerings[107][108]. - The CSRC's Trial Measures require domestic companies to complete filing procedures within three working days for overseas offerings, with penalties for non-compliance[105]. - The revised Provisions on Strengthening Confidentiality require approval for disclosing documents containing state secrets to foreign entities[109]. - The PCAOB currently has access to inspect the company's auditor, RBSM LLP, but uncertainties remain regarding future inspections due to regulatory changes[118]. - The HFCA Act mandates that if the PCAOB cannot inspect the company's auditors for two consecutive years, trading of its securities may be prohibited[118]. - The company may face significant risks of delisting if it fails to comply with the HFCA Act, potentially leading to a total loss of the value of its securities[118]. - The Protocol signed by the CSRC, MOF, and PCAOB aims to facilitate inspections of audit firms in mainland China and Hong Kong, but future access may still be obstructed[120]. - PRC regulations may limit the ability of the company to acquire PRC companies or inject capital into its PRC subsidiary, potentially affecting business operations[121]. - The company’s PRC subsidiary must comply with SAFE regulations for foreign exchange activities, which may restrict capital inflows and dividend distributions[125]. - There is no statutory limit on the amount of capital contribution to the PRC subsidiary, but approvals from MOFCOM and local banks are required[125]. - Foreign loans to the PRC subsidiary must be registered with SAFE, and the current foreign debt mechanism limits loans to 200% of the net assets of the subsidiary[126]. - The company faces uncertainties regarding indirect transfers of equity interests in PRC resident enterprises, which may incur a 10% withholding tax[131]. - The M&A Rules require offshore special purpose vehicles to obtain approval from MOFCOM for acquisitions of PRC domestic companies[150]. - The company’s legal counsel indicates that CSRC approval is not required for listing on the Nasdaq, as the PRC subsidiary was established through direct investment[151]. - Compliance with M&A Rules may complicate future acquisitions, requiring notifications to MOFCOM for certain transactions[157]. - The company may face regulatory actions if it fails to comply with PRC regulations regarding mergers and acquisitions, potentially affecting its operations and financial condition[153]. Financial Performance - Revenue decreased by 90% in 2022 compared to 2021, primarily due to the impact of the COVID-19 pandemic and declining consumer demand in China[69]. - Revenue generated through PRC operating entities for 2023 was $41,954, a decrease of 90% from $434,371 in 2022[72]. - The PRC operating entities reported $nil revenue for 2024, a 100% decrease from $41,954 in 2023, due to cessation of operations in China[71]. - As of the date of the annual report, no dividends or distributions have been made to the Company or its shareholders, and future earnings are intended to finance business expansion[47]. - Current PRC regulations allow WFOE to pay dividends to MDJH Hong Kong only from accumulated profits, and at least 10% of after-tax profits must be set aside for statutory reserves[50]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operation and expansion[161]. - The PRC operating entities reported revenue of $nil in 2024, $41,954 in 2023, and $434,371 in 2022, with a net loss of $(631,355) in 2024, $(662,821) in 2023, and $(1,847,047) in 2022[200]. - The PRC operating entities generated 0%, 29.0%, and 96.4% of their total revenue through primary agency sales services in fiscal years ended December 31, 2024, 2023, and 2022, respectively[199]. - The total value of contracts for new properties sold by the PRC operating entities was $0 million, $8.97 million, and $83.12 million for the years ended December 31, 2024, 2023, and 2022, respectively[215]. - The PRC operating entities' total gross floor area of new properties under contract was 0, 1.24 thousand square meters, and 13.98 thousand square meters for the years ended December 31, 2024, 2023, and 2022, respectively[215]. Market Expansion and Operations - The company has expanded into European markets by establishing subsidiaries in the UK and Germany and acquiring properties such as Fernie Castle and the Robin Hill Property[69]. - The UK subsidiaries face challenges in identifying and managing additional hotel properties, which could impair growth strategies[60]. - Compliance with hospitality industry regulations is critical, as non-compliance may lead to fines or operational suspensions, adversely affecting financial results[61]. - The company is exposed to risks from international trade disputes and tariffs, which could increase operational costs and negatively impact profit margins[67]. - The UK subsidiaries must maintain property conditions to attract customers; failure to do so could lead to decreased occupancy rates and market share[63]. - The company relies heavily on the experience of its senior management team, and loss of key personnel could hinder business operations[74]. - The Japanese subsidiary MD Japan has not yet commenced operations and faces risks from economic instability and natural disasters, which could adversely affect future business[77]. - MD German, the company's German subsidiary, has not commenced operations or generated revenue, making it vulnerable to economic downturns and uncertainties[81]. - The company has established a significant step for global expansion through the establishment of Mansions, which provides comprehensive UK real estate-related services[197]. - The company plans to continue searching for potential acquisition targets in the UK and other European countries, focusing on properties with rich historical value[206]. - The newly launched e-commerce platform, www.uokaus.com, aims to integrate commerce with cultural heritage and offers handcrafted products reflecting craftsmanship and artistic traditions[202]. - The company aims to develop unique cultural assets and enhance market competitiveness through the creation of Eastern cultural landscape gardens at Fernie Castle[206]. - The company plans to strategically expand its cultural operations worldwide by collaborating with artisans and craftsmen to develop a diverse collection of products[206]. Governance and Shareholder Matters - The Chief Executive Officer, Mr. Siping Xu, owns 38.70% of the company's Ordinary Shares, granting him significant voting influence over corporate matters[160]. - The concentration of voting power held by Mr. Xu could delay or prevent changes in control, adversely affecting the market price of Ordinary Shares[160]. - The company is exempt from certain Nasdaq corporate governance standards, which may afford shareholders less protection compared to U.S. domestic issuers[168]. - The company has identified a material weakness in internal control over financial reporting prior to its IPO, but has since taken steps to address this issue[162]. - The company received a notice from Nasdaq on October 23, 2024, for failing to comply with the minimum closing bid price requirement of $1.00 per share[171]. - A private placement completed on September 18, 2024, involved the issuance of 2,722,224 units at $0.90 per unit, totaling approximately $2.45 million[173]. - The company has issued an aggregate of 12,918,667 Ordinary Shares in connection with the private placement[173]. - The company may face significant consequences if delisted from the Nasdaq Capital Market, including reduced liquidity and increased trading restrictions[173]. - The company may incur significant resources to address scrutiny and negative publicity associated with U.S.-listed Chinese companies, potentially harming its operations and stock price[163].