Bogd FT Limited filed Amendment No. 1 to its Form F-1 registration statement with the U.S. Securities and Exchange Commission on November 6, 2026, covering a proposed initial public offering of 6,250,000 Ordinary Shares on a firm commitment basis.

Key Highlights

  • Offering size: 6,250,000 Ordinary Shares at a proposed price range of $4.00 to $6.00 per share, with par value of $0.0001 per share.
  • Shares outstanding after offering: 60,112,750 Ordinary Shares, or 61,050,250 if the underwriters exercise their over-allotment option in full.
  • Controlled company: Bogd Global Partners LLC will beneficially own approximately 71.31% of issued and outstanding Ordinary Shares upon completion, assuming no exercise of the over-allotment option.
  • Over-allotment option: Underwriters may purchase up to an additional 15.0% of Ordinary Shares offered, exercisable for 45 days following closing.
  • Underwriting fees: 7.0% of gross proceeds from investors introduced by underwriters and 4.0% from investors introduced by the company, plus a non-accountable expense allowance of 0.5% of gross proceeds.
  • Planned listing: The company has reserved the symbol "BOGD" for listing on the NYSE American, though approval is not guaranteed.
  • Company classification: Bogd FT Limited is designated as both an "emerging growth company" and a "foreign private issuer" under U.S. federal securities laws.

Bogd FT Limited's IPO Structure and Controlling Shareholder Details

According to the filing, Bogd FT Limited, incorporated in the Cayman Islands with principal executive offices in Ulaanbaatar, Mongolia, submitted Amendment No. 1 to its Form F-1 registration statement under Registration No. 333-298681. The company is offering 6,250,000 Ordinary Shares to the public on a firm commitment basis, with the proposed initial public offering price expected to fall between $4.00 and $6.00 per Ordinary Share. No public market for the Ordinary Shares existed prior to this offering, the filing disclosed.

The filing states that upon completion of the offering, Bogd Global Partners LLC will beneficially own approximately 71.31% of issued and outstanding Ordinary Shares and will be able to exercise approximately 71.31% of total voting power, assuming the underwriters do not exercise their over-allotment option. As a result, the company disclosed it will qualify as a "controlled company" under the NYSE American LLC Company Guide. The filing cautioned that Bogd Global Partners LLC "will have the ability to control matters requiring shareholder approval, including the election of directors, amendments of organizational documents and approvals of major corporate transactions."

The filing further noted that as a holding company, Bogd FT Limited relies on dividends paid by its Operating Subsidiary for cash requirements, including funds for shareholder distributions and operating expenses. D. Boral Capital is identified as the underwriter. The company stated that if its NYSE American listing application is not approved, "this Offering cannot be completed." The information in the prospectus was described as not complete and subject to change, and the registration statement had not yet become effective as of the filing date.

What Was Disclosed

Bogd FT Limited filed an amended F-1 registration statement on November 6, 2026, disclosing plans for a 6,250,000-share IPO at $4.00 to $6.00 per share, a planned NYSE American listing under the symbol "BOGD," and majority post-offering ownership by Bogd Global Partners LLC.