This is the third amendment to the F-1, indicating the IPO is progressing towards effectiveness. Monitor for the final pricing and effective date, and watch for any last-minute SEC comments. Post-IPO, focus on user engagement metrics (MAU, ARPPU, paying users), revenue growth trajectory, and cost control, as margins compressed in FY2025. The two material weaknesses in internal controls are a key governance concern for post-listing compliance.
Executive Summary
Hacker Interstellar Inc., a Cayman Islands holding company operating a voice-centric social networking platform (YoYo) out of Hong Kong, filed Amendment No. 3 to its F-1 registration statement for a US IPO. The company is offering 2,800,000 ordinary shares at an expected price range of $10.50-$11.50 per share, listing on Nasdaq under the ticker 'SOUD'. This amendment updates the prospectus with a July 1, 2026 date, including a consent from the independent auditor HTL International, LLC, bringing the IPO process closer to effectiveness.
Key Financial Metrics
Key Facts
- Filing is Amendment No. 3 to Form F-1 for a US IPO.
- Offering 2,800,000 ordinary shares ($10.50-$11.50 range) on a firm commitment basis.
- Underwriter is Kingswood Capital Partners, LLC.
- Company is a Cayman Islands holding company with operations through a Hong Kong subsidiary.
- Auditor is HTL International, LLC (US-based, PCAOB-inspected).
- No VIE structure -- direct equity ownership of Hong Kong subsidiary.
- Pro forma net income for FY2025 was $11.06M, translating to pro forma EPS of $0.43.
- Proceeds expected ~$26.22M (no over-allotment) for R&D, marketing, and product development.
- CEO Chen Yukun holds ~30.6% post-IPO voting power.
- Two material weaknesses in internal controls identified and being remediated.
- Non-compliance with Hong Kong statutory requirements (financial reporting, insurance) disclosed.
- Revenue grew 4% YoY to $95.7M in FY2025, but net income dropped 34% to $11.1M.
- ARPPU rose to $88.81 in FY2025 from $57.50, while paying users declined.
Financial Impact
IPO gross proceeds of $30.8M at the $11 midpoint, with estimated net proceeds of ~$26.22M. FY2025 net income was $11.1M on $95.7M revenue.
Risk Factors
- Hong Kong / PRC regulatory risks: potential future PRC laws impacting cash transfers, data governance, or requiring CSRC filing.
- Corporate governance: foreign private issuer exemptions may reduce shareholder protections.
- Concentrated voting control by CEO (30.6%).
- Internal control material weaknesses yet to be fully remediated.
- Historical non-compliance with Hong Kong corporate laws and employee insurance.
- Dependence on third-party app stores (Google Play, Apple App Store) for distribution.
- Decline in paying users and gross margin compression in FY2025.
- Geopolitical and macroeconomic risks in key emerging markets (India, MENA, SE Asia).
- Liquidity: cash dropped from $35.4M to $13.9M in FY2025, partly due to preferred share repurchases.
- CEO's personal account used for customer collections is a significant internal control weakness.
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1/A Filing (Primary) | 0001213900-26-074553 |
| Document: ea024320215ex23-1.htm | 0001213900-26-074553 |
| Document: 0001213900-26-074553-index-headers.html | 0001213900-26-074553 |
| Document: 0001213900-26-074553-index.html | 0001213900-26-074553 |
| Document: 0001213900-26-074553.txt | 0001213900-26-074553 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 24, 2026 4w ago | F-1/A | — | awaiting T+20 | — | — |
Jul 1, 2026 16w ago | F-1/A | — | awaiting T+20 | — | — |
US Market Status
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