Stock Markets July 7, 2026 02:37 PM

Gifts International Withdraws F-1 Registration, Says It Will Abandon Offering

British Virgin Islands issuer asks SEC to withdraw registration statement after earlier effectiveness; no securities were sold

By Sofia Navarro
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Gifts International Holdings Limited, a British Virgin Islands company, has filed to withdraw its Form F-1 registration statement with the U.S. Securities and Exchange Commission, stating it no longer intends to proceed with the offering. The Form F-1 was initially filed on June 6, 2025 and became effective on November 4, 2025. The withdrawal request, submitted under Rule 477 of the Securities Act, confirms no securities were sold and asks that fees paid be credited for future use under Rule 457(p).

Gifts International Withdraws F-1 Registration, Says It Will Abandon Offering
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Key Points

  • Gifts International Holdings Limited has requested withdrawal of its Form F-1 registration statement with the SEC, stating it will abandon the offering.
  • The Form F-1 was filed on June 6, 2025 under File No. 333-287861 and became effective on November 4, 2025; the withdrawal was submitted under Rule 477.
  • No securities were sold in connection with the registration, and fees paid to the SEC will not be refunded; the company requested those fees be credited for future use under Rule 457(p).
  • Sectors impacted include capital markets and regulatory filings for international issuers participating in U.S. securities registration processes.

Gifts International Holdings Limited, organized under the laws of the British Virgin Islands, has formally asked the U.S. Securities and Exchange Commission to withdraw its Form F-1 registration statement, indicating the company plans to abandon the proposed securities offering.

The issuer originally submitted the Form F-1 registration statement on June 6, 2025, filing under File No. 333-287861 in accordance with the Securities Act of 1933. That registration statement subsequently became effective on November 4, 2025.

In its withdrawal filing - made under Rule 477 of the Securities Act - Gifts International stated that it no longer intends to consummate the offering described in the registration statement. The company also confirmed that no securities were sold in connection with the filing.

The filing addresses fees paid to the SEC in relation to the registration statement. Gifts International acknowledged that these fees will not be refunded, and requested that the fees be credited for future use under Rule 457(p) of the Securities Act.

The withdrawal request leaves the previously effective registration statement inactive, reflecting the company's decision to discontinue the offering process described in that filing. The submission under Rule 477 formalizes the company's intent to withdraw the effective registration statement from the SEC records.

Beyond the company’s statements in the withdrawal request, no additional details about alternative financing plans or subsequent corporate actions were disclosed in the filing. The record of the Form F-1 filing includes the original submission date of June 6, 2025, the effective date of November 4, 2025, and the File No. 333-287861 as noted in the SEC filing history.


Contextual note: The company's withdrawal filing specifically cites abandonment of the offering, confirms that no securities were sold under the registration, notes the nonrefundable nature of SEC fees, and requests that paid fees be credited for future registration activity under Rule 457(p).

Risks

  • The company’s decision to abandon the offering creates uncertainty about its near-term capital-raising plans - impact on the issuer’s financing timing is not specified.
  • Fees paid to the SEC in connection with the registration statement will not be refunded; the outcome of the request to have those fees credited for future use under Rule 457(p) is not detailed in the filing.
  • With the withdrawal of an effective registration statement, there is no immediate prospect of securities issuance under that filing, leaving the company without proceeds from that offering.

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