AEN Group Ltd. Files for IPO

TL;DR

AEN Group Ltd. is going public, filing its S-1 for an IPO soon.

AI Summary

AEN Group Ltd. filed an S-1 registration statement with the SEC on December 31, 2024, to register securities for a public offering. The company, incorporated in Nevada with principal executive offices in Calgary, Canada, is preparing to go public. The filing indicates an intention to sell securities as soon as practicable after the registration statement is declared effective.

Why It Matters

This S-1 filing signals AEN Group Ltd.'s intention to become a publicly traded company, which could provide it with capital for growth and increase its visibility in the market.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the early stages of going public, which inherently carries risks related to market reception, execution, and financial performance.

Key Numbers

• 0630 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 333-284102 — SEC File Number (Unique identifier for the registration statement.)

Key Players & Entities

• AEN Group Ltd. (company) — Registrant
• 0001640334-24-001974 (dollar_amount) — Accession Number
• 20241231 (dollar_amount) — Filing Date
• Nevada (company) — State of incorporation
• Calgary, AB, Canada (company) — Principal executive offices
• Richard Jones (person) — Copies to counsel
• Jones & Haley, P.C. (company) — Counsel for registrant

FAQ

Key Financial Figures

• $0.0001 — Registration Fee (3) Common Stock, $0.0001 par value (Direct Public Offering) $0.
• $0.05 — 001 par value (Direct Public Offering) $0.05 None 1,410,000 $70,500 7.77 (1) T
• $70,500 — blic Offering) $0.05 None 1,410,000 $70,500 7.77 (1) The offering price has been
• $40,000 — pany are sold, the Company will receive $40,000 in net proceeds. Assuming 600,000 share
• $30,000 — pany are sold, the Company will receive $30,000 in net proceeds. Assuming 400,000 share
• $20,000 — pany are sold, the Company will receive $20,000 in net proceeds. Assuming 200,000 share
• $10,000 — pany are sold, the Company will receive $10,000 in net proceeds. There is no minimum am
• $35,000 — tes the costs of this offering at about $35,000. All expenses incurred in this offering
• $10 — ubscription amount paid by Ms. Chen was $10. Ms. Chen serves as a director. In addi
• $300 — ubscription amount paid by Mr. Liao was $300. Mr. Liao serves as an officer and dire

Filing Documents

• aen_s1.htm (S-1) — 1061KB
• aen_ex31.htm (EX-3.1) — 5KB
• aen_ex32.htm (EX-3.2) — 66KB
• aen_ex51.htm (EX-5.1) — 12KB
• aen_ex1015.htm (EX-10.15) — 1KB
• aen_ex231.htm (EX-23.1) — 2KB
• aen_ex107.htm (EX-FILING FEES) — 21KB
• aen_s1img8.jpg (GRAPHIC) — 3KB
• aen_s1img7.jpg (GRAPHIC) — 12KB
• aen_s1img6.jpg (GRAPHIC) — 29KB
• aen_ex231img1.jpg (GRAPHIC) — 12KB
• aen_ex31img9.jpg (GRAPHIC) — 194KB
• aen_ex31img8.jpg (GRAPHIC) — 206KB
• aen_ex31img15.jpg (GRAPHIC) — 125KB
• aen_ex31img14.jpg (GRAPHIC) — 188KB
• aen_ex31img13.jpg (GRAPHIC) — 225KB
• aen_ex31img12.jpg (GRAPHIC) — 217KB
• aen_ex31img11.jpg (GRAPHIC) — 180KB
• aen_ex31img10.jpg (GRAPHIC) — 186KB
• 0001640334-24-001974.txt ( ) — 3340KB

– PROSPECTUS

PART I. – PROSPECTUS PAGE PROSPECTUS SUMMARY 6

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22 INDUSTRY OVERVIEW

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 21 DESCRIPTION OF BUSINESS 24

USE OF PROCEEDS

USE OF PROCEEDS 33 DETERMINATION OF OFFERING PRICE 33

DILUTION

DILUTION 34 SELLING STOCKHOLDERS 34 PLAN OF DISTRIBUTION 35

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 37 INTERESTS OF NAMED EXPERTS AND COUNSEL 38 REPORTS TO SECURITIES HOLDERS 39 DESCRIPTION OF FACILITIES 39

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 39 PATENTS AND TRADEMARKS 39 DIRECTORS AND EXECUTIVE OFFICERS 39

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 41

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 43 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43 PRINCIPAL ACCOUNTING FEES AND SERVICES 44 MATERIAL CHANGES 44

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 45

– INFORMATION NOT REQUIRED IN PROSPECTUS

PART II. – INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 45 INDEMNIFICATION OF OFFICERS AND DIRECTORS 45 RECENT SALES OF UNREGISTERED SECURITIES 46 EXHIBITS TO THE REGISTRATION STATEMENT 46 UNDERTAKINGS 47

SIGNATURES

SIGNATURES 48 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through December XX, 2024, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this prospectus is December 31, 2024, subject to completion. 5 Table of Contents PROSPECTUS SUMMARY In this Prospectus, " AEN ," " the Issuer ," the " Company ," " we ," " us ," and " our ," refer to AEN Group Ltd., unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending June 30, 2024. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock. This Prospectus, and any supplement to this Prospectus may include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, result

RISK FACTORS

RISK FACTORS Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our Common Stock. This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. An investment in our common stock is highly speculative and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent. Risks Relating to Our Company and Our Industry Because our headquarters are located outside of the U.S. and our products will be sold outside of the U.S., we are subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect our sales and cost of doing business in those regions of the world. Since our sales effort will occur primarily outside the United States, foreign economic downturns may affect our results of operations in the future. Additionally, other factors relating to the operation of our business outside of the U.S. m

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View this S-1 filing on SEC EDGAR