As filed with the Securities and Exchange Commission on November 6, 2026.

Registration No. 333-298681

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Bogd FT Limited
(Exact name of registrant as specified in its charter)

Bodi Tower, Jigjidjav St 3
Sukhbaatar Square
Ulaanbaatar 15160
Mongolia

+976 7577 1199

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Bogd FT Limited

6,250,000 Ordinary Shares

This is an initial public offering (the “Offering”) of the ordinary shares, $0.0001 par value per share (“Ordinary Shares”) of Bogd FT Limited (“Bogd Cayman”, “we”, or the “Company”). This offering is being conducted on a firm commitment basis. Prior to this Offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price will be in the range of $4.00 to $6.00 per Ordinary Share. We have reserved the symbol “BOGD” for purposes of listing our Ordinary Shares on the NYSE American and plan to apply to list our Ordinary Shares on the NYSE American. However, there is no assurance that such application will be approved, and if our application is not approved by the NYSE American, this Offering cannot be completed.

Upon completion of this Offering, Bogd Cayman will have 60,112,750 Ordinary Shares issued and outstanding (or 61,050,250 Ordinary Shares if the underwriters exercise their over-allotment option to purchase additional Ordinary Shares in full).

Upon the completion of this Offering, we will be a “controlled company” as defined under NYSE American LLC Company Guide, because Bogd Global Partners LLC will beneficially own approximately 71.31% of our then-issued and outstanding Ordinary Shares, and will be able to exercise approximately 71.31% of the total voting power of our issued and outstanding Ordinary Shares immediately after the consummation of this Offering, assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares. 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. For further information, see “Principal Shareholders.” For more detailed description of risks related to being a “controlled company,” see “Risk Factors — Risks Relating to Our Company — We will be a “controlled company” within the meaning of the NYSE American LLC Company Guide and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”

As a holding company, we rely on dividends paid by our Operating Subsidiary for its cash requirements, including funds to pay any dividends and other cash distributions to shareholders, service any debt we may incur and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiary.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying our Ordinary Shares.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary — Implications of Our Being an “Emerging Growth Company” and a “Foreign Private Issuer”.”

We have granted the underwriters an option, exercisable for 45 days following the closing of this Offering, to purchase up to an additional 15.0% of the Ordinary Shares offered in this Offering on the same terms to cover over-allotments, if any.

The underwriters expect to deliver the Ordinary Shares against payment in U.S. dollars to purchasers on or about [●], 2026.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

D. Boral Capital

Prospectus dated [●], 2026

TABLE OF CONTENTS 

About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 9 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

For investors outside the United States: We have not done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities described herein and the distribution of this prospectus outside the United States.

Bogd Cayman is incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the Securities and Exchange Commission (“SEC”) we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our financial statements are prepared and presented in accordance with the International Financial Reporting Standards (“IFRS”). Our historical results do not necessarily indicate our expected results for any future periods.

Other Pertinent Information

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Our business is conducted in Mongolia by us through our subsidiary, Bogd Bank JSC, using both Mongolian Tugrik (“MNT”), the lawful currency of Mongolia, and U.S. dollars. Our consolidated financial statements are presented in MNT. Solely for the convenience of the reader, this prospectus contains translations of certain MNT amounts into U.S. dollars for the years ended December 31, 2024 and 2025 and the six months ended June 30, 2026 at the rate of MNT 3,420.25 to US$1.00, MNT 3,556.66 to US$1.00 and MNT 3,578.80 to US$1.00, respectively. No representation is made that the MNT amounts referred to in this prospectus could have been, or could be, converted into U.S. dollars at such rate or at any other rate. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Relating to Our Business

If we are unable to effectively maintain the quality of our loan portfolio, our business, financial condition and results of operations may be materially and adversely affected.

As a commercial bank, one of our key business activities is lending activities. Any lending activity is exposed to credit risk arising from the risk of default by borrowers. Our total loans and advances to customers increased from MNT 579.78 billion (US$169.51 million) as of December 31, 2024 to MNT 650.00 billion (US$182.76 million) as of December 31, 2025, and to MNT 670.03 billion (US$187.22 million) as of June 30, 2026. As of December 31, 2024 and 2025, and June 30, 2026, our default ratios were 2.49%, 2.25%, and 2.30%, respectively. A number of factors affect our ability to monitor, control and reduce defaults. Some of these factors, including macroeconomic developments in the Mongolian economy, movements in global commodity markets, global competition, interest rates, exchange rates and outbreak of disasters or major accidents in Mongolia or other regions, are not within our control. All of these may adversely affect the businesses, operations, or liquidity of our customers, counterparties or ultimate financing parties of our business, as a result of which, we may not be able to realize the value of relevant collateral, or guarantees securing its assets. For example, falling commodity prices, slower GDP growth, fluctuating levels of foreign direct investment and depreciation of the Tugrik against foreign currencies may cause certain customers to experience difficulties repaying their loans in foreign currencies, leading to an increase in our default ratio.

We have adopted measures to control our risk exposure to our loan portfolio, including implementing credit exposure limits on our loans to customers and strengthening our credit monitoring mechanism. See “Business — Risk Management” on page 113. We cannot assure you that these measures will always be sufficient to mitigate risks associated with defaults or that the overall quality of our loan portfolio will not deteriorate in the future. Any significant deterioration in our asset quality may lead to significant increase in our defaults, credit loss allowance and write-off due to impairment, which may materially and adversely affect our business, financial condition and results of operations. If we are not able to control the absolute levels, as well as the percentage relative to our total loan portfolio, of defaults, or if there is a significant increase in our restructured loans, our business, financial condition and result of operations could be materially and adversely affected.

Our funding is primarily short-term and depositors may not roll-over deposited funds upon maturity.

We receive a significant portion of our funding from deposits from our corporate and retail customers and our deposit funding represents one of our lowest-cost funding channels. Our funding needs are satisfied from short-term sources, primarily in the form of customer deposits. As of December 31, 2024 and 2025, and June 30, 2026, 96.25%, 95.46%, and 97.54%, respectively, of our total deposits from customers were due within one year, or were payable on demand. Such deposits may not continue to be a stable source of funding for us. In the event we cannot attract or retain sufficient deposits or if a substantial number of our depositors withdraw their demand deposits or do not roll-over their term deposits upon maturity, our ability to meet capital and other liquidity requirements could be adversely affected and we may be unable to fund our loan growth and may be required to seek alternative sources of short-term or long-term funding. We cannot assure you as to the availability of such funding or the terms of such funding. To the extent we are unable to obtain sufficient funding on acceptable terms or at all, our business, financial condition and results of operations may be materially and adversely affected. In addition, if the amount of our loans were to increase in excess of the increase in our deposits, the loans to deposits ratio could rise and this could have a material adverse effect on our liquidity position and hence the price of our Ordinary Shares.

We are subject to extensive supervision and approval requirements by the BOM, which may limit our ownership and governance rights in the Operating Subsidiary and adversely affect public shareholders.

We are an influential shareholder of the Bank and are subject to approval and ongoing supervision by the BOM with respect to our ownership interest in the Bank.

We require BOM approval to become or remain an influential shareholder of the Bank, or to change the size or structure of our shareholding. In a letter dated February 16, 2026, the BOM provided its no-objection to the Reorganization, subject to the Bank meeting the ownership concentration requirement under Article 36.1 of the Banking Law by December 31, 2026. Accordingly, the BOM’s no-objection is conditional and does not constitute a waiver of that requirement.

If the requirement is not met by the applicable deadline, we and the Bank may be subject to regulatory action, and our ability to maintain the approved ownership structure may be adversely affected. If the requisite shareholding approval is not maintained, Mongolian law provides that (i) our shares in the Bank will not carry voting or dividend rights, (ii) the value of such unapproved shares may be deducted from the Bank’s capital and we may be required to dispose of such shares within a prescribed period, and (iii) any votes cast by us at meetings of the Bank’s shareholders may be deemed invalid, with shareholder resolutions nonetheless becoming effective based on the votes of compliant shareholders.

Although the Proposed Amendment contemplates changes to the ownership concentration requirements, there can be no assurance that it will be adopted or become effective before the current compliance deadline, in its current form or at all. See “Risk Factors – Risks Relating to the Mongolian Banking Industry – If we fail to fully comply with the various regulatory requirements applicable to us including the Banking Law of Mongolia, we may face regulatory action, our reputation could be harmed and our business, financial condition and results of operations could be materially and adversely affected.” for further discussion of Article 36.1, the Proposed Amendment and the potential consequences of non-compliance.

Separately, BOM approval is required for the appointment and election of members of the Bank’s board of directors. If BOM approval is not granted for a proposed director, that individual cannot be appointed or continue to serve on the Bank’s board.

Although these approval and supervisory powers are exercised at the level of the Bank, their application could materially limit our ability to exercise effective ownership and governance over the Bank, delay or prevent changes to the Bank’s board, restrict or eliminate dividends payable to us, adversely affect our financial condition, and limit our ability to pay dividends to, or otherwise protect the interests of, our public shareholders.

Failure to implement and maintain an effective system of financial reporting and internal controls may materially and adversely affect our ability to accurately or timely prepare financial information.

Our internal controls over financial reporting are intended to ensure that we maintain accurate records, promote accurate and timely reporting of our financial information, maintain adequate control over our assets, and detect unauthorized acquisition, use or disposition of our assets. Effective internal and disclosure controls are necessary for us to provide reliable financial reports and to operate successfully as a business. Our management is responsible for establishing and maintaining adequate internal controls. If our financial and reporting procedures and internal controls do not keep pace with our growth and the applicable financial reporting framework, we may not be able to prepare financial information in a timely and accurate manner. This includes the implementation of internal controls by management to ensure that our financial statements are prepared in accordance with IFRS or other applicable financial reporting standards. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with IFRS. A failure by the Bank to implement and maintain effective internal controls, could result in material misstatements in its financial statements or failure to prepare interim and/or annual financial information in a timely manner, which may cause a need to restate financial statements or result in a loss of confidence in its reported financial information, which in turn and could have a negative impact on our access to external financing, and potentially its business and results of operations.

Our Controlling Shareholder and related parties may exercise influence over certain of our affairs and may have interests which differ from ours.

As of the date of this prospectus, our Controlling Shareholder holds 79.59% of our total issued and outstanding Ordinary Shares, representing 79.59% of our voting power, and will hold 71.31% of our total issued and outstanding Ordinary Shares (each with one vote), representing 71.31% of our total voting power, upon consummation of this Offering, assuming that the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares. See “Principal Shareholders.” As such, our Controlling Shareholder is therefore able to exert significant influence on our strategic direction, business and operations and direct the outcome of corporate actions requiring shareholders’ approval, including the election of directors, the amendment of our Memorandum and Articles of Association, the amount and timing of dividends and other distributions and other significant corporate actions. The strategic goals and interests of our Controlling Shareholder may not be aligned with our strategy and interests and could reduce the level of management flexibility that would otherwise exist with a more diversified shareholder base. In addition, in the normal course of business, we enter into transactions with entities under common control, which are companies controlled by our Controlling Shareholder, or in which our Controlling Shareholder has significant influence. See “Related Party Transactions.” We cannot assure you that our Controlling Shareholder will exercise influence over us in a manner that is in our best interests and those of our other shareholders and creditors. The concentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of our Ordinary Shares in this Offering. Conflicts of interest may arise between our Controlling Shareholder or any of its controlling shareholders and us in a number of areas relating to our past and ongoing relationships.

We have engaged in transactions with related parties, may continue to do so in the future, and the terms of these transactions may not be on an arm’s-length basis and could create conflicts of interest.

During our operations, we have had certain transactions and balances with related parties, as set out under the “Related Party Transactions” section on page 153 of this prospectus. These transactions include loans, deposits, services and financial guarantees involving beneficial owners of the Company, their immediate family members and key management personnel. These transactions could present, or be perceived to present, a conflict of interest, and we cannot assure you that their terms are the same as or more favorable than those we could have achieved in a transaction with an unaffiliated third party on a purely arm’s-length basis.

Our allowances for doubtful accounts may prove inadequate.

Our defaults represented 2.49%, 2.25%, and 2.30% of our total loans as of December 31, 2024 and 2025, and June 30, 2026, respectively. Our charge of credit loss in 2024 was MNT 1.15 billion (US$0.34 million), and our reversal of credit loss in 2025 was MNT 1.23 billion (US$ 0.34 million). Our reversal of credit loss for the six months ended June 30, 2026, was MNT 0.08 billion (US$ 0.02 million). The amount of our credit loss allowance is based on our assessment of various factors affecting the quality of our loan portfolio. These factors include our borrowers’ operational and financial condition, their repayment ability and intention and macroeconomic factors. Many of these factors are beyond our control, and therefore our assessment of, and expectations for, these factors may differ from their future development. We cannot assure you that we will not be required to make significant additional allowances for doubtful accounts in future periods if we experience higher than anticipated loan defaults and delinquencies due to increased credit losses resulting from, among other things, ineffective collection management, discrete events adversely affecting specific customers or businesses or adverse changes in the economy, which could in turn materially and adversely affect our business, financial condition and results of operations.

We operate in Mongolia, where credit risks and counterparty exposure experienced by banks may be greater than in more developed countries.

Our principal business includes lending to or deposits from our Mongolia-based customers. Therefore, our continued growth depends to a large extent to the continued growth of the Mongolian economy. We are subject to the credit risk of our borrowers, who may not pay interest or repay principal on their loans in a timely fashion or at all. The credit risk of our borrowers may be higher than in more developed countries primarily due to (i) the perceived greater uncertainty in the Mongolian regulatory, political, economic and industrial environment, (ii) the level of foreign debt of the government of Mongolia and Mongolian companies relative to Mongolia’s GDP and (iii) the volatility of interest rates and Tugriks to U.S. dollar exchange rates. Higher credit risk has a material adverse effect on the quality of loan portfolios and exposes Mongolian banks, including us, to potential losses and risks that may be higher than for banks operating in more developed countries. Such losses, if material, would have a material adverse effect on our business, financial condition and results of operations.

Economic difficulties in Mongolia that have a material adverse effect on Mongolian consumers could result in reduced growth and deterioration in the credit quality of our personal loan portfolio. For example, a rise in unemployment, an increase in interest rates in Mongolia or inflationary pressures could have a material adverse impact on the ability of borrowers to make timely payments of interest or repayment of principal on their loans and could increase the likelihood of defaults, while reducing overall demand for personal loans. In addition, the number of loan accounts may be negatively affected by declines in household income, public concerns about unemployment or other adverse macroeconomic factors.

Increased competition arising from economic liberalization in Mongolia, variable industrial growth, volatile prices of Mongolia’s exports, the high level of debt in the financing of projects and capital structures of companies in Mongolia and high interest rates in Mongolia may reduce the profitability of some of our customers, thereby increasing the credit risk associated with loans we extend to such customers. Additionally, any adverse change in the economic development of or any significant natural disaster or catastrophic event occurring in Mongolia, or any material adverse change in the financial condition of our customers in Mongolia could cause instability for the banking sector, thereby increasing our credit risks.

The value of our collateral may be overstated and may decline in the future.

A substantial portion of our loans were secured by mortgages, pledges and guarantees. We generally accept collateral, including cash or cash equivalent, gold, land, real estate, machinery, stock, receivables and other assets. The value of the collateral securing our loans may fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting the Mongolian economy. We cannot assure you that the realized value of the collateral would be adequate to cover our loans. An economic downturn or inflationary pressures could result in a fall in our relevant collateral values. In particular, a downturn in the real estate market may result in the principal amount of certain loans exceeding the value of the underlying real estate collateral. Our collateral may be over-valued and not accurately reflect our liquidation value, which is the maximum amount we are likely to recover from a sale of collateral, less expenses of such sale. In addition, some of the valuations in respect of the collateral may be outdated or may not accurately reflect the value of the collateral. In certain instances, where there are no purchasers for a particular type of collateral, such collateral may be worthless.

Any decline in the value of the collateral securing our loans, including with respect to any future collateral we take, would mean that our loan loss provisions may be inadequate and require an increase in such provisions. We cannot assure you that the collateral securing any particular loan will protect us from suffering a partial or complete loss if the loan becomes default. Any increase in our provisions would adversely affect our capital adequacy ratio and otherwise adversely affect our business, financial condition and results of operations.

Competition in the Mongolian banking industry is intense, and our growth strategy depends in part on our ability to compete effectively.

We are subject to significant levels of competition in all areas of our business from a number of other Mongolian banks, and non-bank finance institutions, including competitors which, in some geographical areas and areas of business, have a greater market share and greater name recognition than us. As of June 30, 2026, the Mongolian financial sector comprised 12 commercial banks, 11 of which were privately owned and one was state-owned. Moreover, in Mongolia, the number of fintech based non-bank financial institutions has increased significantly in recent years. The competition between banks, financial firms and fintech companies is becoming increasingly fiercer. Although non-bank financial institutions have relatively smaller market share, they may pose a threat to commercial banks, and even market leaders like us. In the future, we may face increased competition from other financial institutions offering a wider range of commercial banking services, including those that are digitally based and that have larger lending limits, greater financial resources and stronger balance sheets. Increased competition may arise from:

We cannot assure you that we will be able to compete effectively or at all in the face of such increased competition.

We may be unable to obtain sufficient external financing to support our operations or to grow our business.

We require a substantial amount of cash for our operations, including for the extension of credit to our customers through our principal lending activities and for the expansion of certain business segments. To satisfy our liquidity and other funding requirements, we may need to issue additional equity or debt securities in the Mongolian or international capital markets or otherwise incur additional borrowings. In addition, as part of our efforts to reduce funding costs and establish a stable capital structure, we intend to continue to maintain diverse sources of funding, which includes the reduction of our reliance on short-term borrowings. Our ability to rely on alternative sources of funding will depend on our financial position and the liquidity of the Mongolian and international capital markets as well as the government’s policies regarding domestic and foreign currency borrowings. Our failure to obtain sufficient financing on commercially reasonable terms or at all could delay or limit our ability to pursue our business expansion and diversification strategies, which could materially and adversely affect our business, financial condition and results of operations.

We are required by the BOM to maintain minimum levels of capital and liquidity.

We are required by the BOM to maintain a minimum liquidity ratio of 25.0% and a minimum capital adequacy ratio of 12.0%. As of December 31, 2025, the minimum capital adequacy ratio for systemically important banks was up to 13.0% for the Tier I capital ratio and 12.0% for the total capital ratio, depending on the applicable capital buffer requirements, calculated based on total Tier 1 capital and total assets as adjusted for their risk by regulation of BOM. Our liquidity ratio is calculated as the ratio of our liquid assets (for example, cash on hand and deposits and placements with banks and other financial institutions) to our liabilities (for example, deposits from customers and deposits and placements of banks and other financial institutions). Our capital adequacy ratio is calculated as the ratio of our total Tier I capital (for example, common stock and retained earnings) and Tier II capital (for example, preferred stock and subordinated debt) to our total risk weighted assets (including our total assets, off-balance sheet assets and foreign currency risk). Our liquidity ratio was 30.42%, 30.78%, and 32.75% as of December 31, 2024 and 2025, and June 30, 2026, respectively. Our capital adequacy ratio was 21.20%, 22.69%, and 22.82%, as of December 31, 2024 and 2025, and June 30, 2026, respectively. 

Our ability to support and grow our business would be limited by a declining liquidity ratio or capital adequacy ratio. In addition, if we fail to maintain the required minimum liquidity or capital adequacy ratios, the BOM may impose penalties or revoke our banking license. No assurance can be given that our financial condition and other sources of capital will be sufficient to keep our liquidity and capital adequacy ratios above the minimum required amounts.

We may not be able to successfully implement our product expansion and business diversification strategies.

We will continue to expand the range of our products and services in the future. Expansion of our business activities to offer new financial products and services as well as investing in developing our digital platform and fintech products and e-services exposes us to a number of risks and challenges, including, among others, the following:

New business endeavors may require experience, knowledge and expertise which differ from those used in our current business operations, including different management skills, risk management procedures, guidelines and systems, credit appraisal, monitoring and recovery systems. We may not be successful in developing such knowledge and expertise. In particular, the COVID-19 pandemic has accelerated trends in customer behavior towards online and mobile banking products, which presents challenges to market leaders like us. In addition, managing such growth and expansion requires significant managerial and operational resources and the number of qualified managerial personnel in Mongolia may be limited. Our inability to implement our product expansion and business diversification strategies could have a material adverse effect on our business, financial condition and results of operations.

We may be involved in legal and other disputes from time to time arising out of our operations.

We may be involved in legal and other disputes from time to time for a variety of reasons, which are generally for loan collection purposes or other claims arising out of our ordinary daily operations. We cannot guarantee that the outcome in any of the litigation in which we are involved would be favorable to us, or that the judgment in relation to the rejected litigation against us will not be subject to disputes resulting in new litigation, appeal or retrial. In addition, we cannot guarantee that any existing or potential investigations against us, our shareholders or our management will not have a material adverse effect on us, or that any future legal disputes we may confront will not result in damage to our reputation, additional operational costs and a diversion of resources and management’s attention from our business operations, in which case our business, financial condition and results of operations may be adversely affected.

Our risk management policies and procedures may not adequately protect us against credit, market, operational, liquidity and other risks.

We are exposed to a variety of risks, including credit risk, market risk, currency risk, interest rate risk, operational risk and liquidity risk. In recent years, we have undertaken various initiatives to strengthen our risk management capabilities, including improving our internal credit-approving mechanisms and upgrading our information technology systems. Although we have established risk management policies and procedures, the effectiveness of our risk management is limited by the quality, amount and timeliness of available data in Mongolia in relation to factors such as the credit history of proposed borrowers and the loan exposure borrowers have with other financial institutions. As such, we cannot assure you that any of our risk management policies or procedures will be fully effective. Some methods of managing risks are based upon observed historical market behavior. As a result, we may not be able to accurately or in a timely fashion predict future risk exposures, which could be greater than the historical measures indicated. In addition, the information generated by different groups within our organization may be incomplete or obsolete. Management of operational, legal or regulatory risk requires policies and procedures to properly record and verify a large number of transactions and events. Other risk management methods depend upon an evaluation of information regarding markets, customers and other factors. This information may not in all cases be accurate, complete, up-to-date or properly evaluated. Parts of our risk management framework are new and subject to continuous testing and improvement. We cannot assure you that these policies and procedures will operate in the way that we anticipate or that such policies and procedures will be adequate to identify and manage risks as intended. If we are unable to effectively improve our risk management and internal control policies, procedures or systems in a timely manner, our asset quality, business, financial condition and results of operations could be materially and adversely affected.

We may experience delays in enforcing our collateral when our borrowers default on their obligations to us.

Mongolian banks may not be able to fully recover amounts owed to them through enforcement of collateral or guarantees, as a result of, among other factors, the legal uncertainties in enforcing such rights, delays in bankruptcy and foreclosure proceedings, inability to perfect security interests for certain types of collateral, defects in the perfection of certain types of collateral and fraudulent transfers by borrowers. Bankruptcy laws and enforcement procedures in Mongolia are less developed than those in certain other countries, including the United States, and the enforcement process in Mongolia may be comparatively lengthy. As a result, a bank may require several years to enforce and realize the value of collateral underlying defaults, and a particular loan may be classified as default for several years before collateral can be seized and liquidated. During such period, the physical condition and market value of the collateral can deteriorate, particularly where the collateral is in the form of inventory or receivables. In addition, such collateral may not be adequately insured or insured at all.

In the past, these factors have exposed, and continue to expose, lenders in Mongolia to legal liability while in possession of collateral. The current difficulty of bringing enforcement actions under the Mongolian legal system significantly reduces the ability of lenders to realize the value of collateral located in Mongolia and therefore the effectiveness of taking a secured position on loans to Mongolian borrowers. We cannot assure you that we will be able to realize the full value, or any value, of any collateral located in Mongolia in a bankruptcy or foreclosure proceeding or otherwise. In addition, we may incur significant administrative costs in maintaining and disposing of seized properties. A failure to recover the expected value of collateral security could expose us to a potential loss. Any unexpected losses could adversely affect our business, financial condition and results of operations.

We have contingent liabilities and commitments not stated on our statements of financial position.

Similar to other banks and financial institutions, we enter into various irrevocable commitments and contingent liabilities in the ordinary course of business to meet the financial needs of our customers. Even though these obligations are not recognized on the statement of our financial position, they do contain credit risk. The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees, which represent irrevocable assurances that we will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the Bank on behalf of a customer authorizing a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions, are collateralized by the underlying shipments of goods to which they relate or cash deposits and therefore carry less risk than a direct borrowing. Commitments to extend credit represent unused portions of authorizations to extend credit in the form of loans, guarantees or letters of credit, and therefore expose the Bank to loss in an amount equal to the total unused commitments.

As of December 31, 2025 and June 30, 2026, our total credit related commitments were MNT 53.16 billion (US$14.95 million) and MNT 73.81 billion (US$ 20.62 million), respectively, comprising uncovered guarantees, letters of undrawn credit card and undrawn credit lines. These commitments and contingent liabilities have off-balance sheet credit risk for which provisions are not currently made in the Bank’s audited financial statements included elsewhere in this prospectus (except to the extent recognized as a component of “Other Liabilities” in the statement of financial position). If our contingent liabilities and credit related commitments become due earlier or in an amount greater than the Bank expects, the Bank may encounter difficulty in meeting obligations associated with its financial liabilities or meet its capital adequacy and liquidity ratio requirements in accordance with the regulations of BOM, which could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to exchange rate risk and interest rate risk.

As a financial institution, we are exposed to exchange rate risk. Movements in foreign exchange rates may materially and adversely impact our borrowers, which may in turn adversely impact the nature of our exposure to these borrowers. Volatility in foreign exchange rates could materially and adversely affect our business, financial condition and results of operations. A significant portion of our loan portfolio is denominated in U.S. dollars. The Tugrik has fluctuated against the U.S. dollar for recent years. As of December 31, 2024 and 2025, and June 30, 2026, the Tugrik to U.S. dollar exchange rate was MNT 3,420.25 to US$1.00, MNT 3,556.66 to US$1.00, and MNT 3,578.80 to US$1.00, respectively. While the government has taken, or may take, measures, including raising the policy rate, in response to the Tugrik’s depreciation, if the Tugrik depreciates significantly at any time when we have a significant net open borrowing position denominated in foreign currencies, such depreciation could cause us to suffer losses, reduce our capital adequacy ratio and require us to seek additional capital or breach capital adequacy regulations set by the BOM. We may be subject to higher credit risk of our borrowers, who may not pay interest or repay principal on their loans in a timely fashion or at all due to the volatility of Tugriks to U.S. dollar exchange rates. Higher credit risk has a material adverse effect on the quality of our loan portfolios and exposes us to potential losses. We cannot assure you that any additional required capital would be available on acceptable terms or at all.

We realize income from the margin, or “spread,” between interest-bearing assets, such as investments and loans, and interest paid on interest-bearing liabilities, such as deposits and borrowings. The performance of Mongolian banks, including our performance, is subject to fluctuations in market interest rates as a result of mismatches in the re-pricing of assets and liabilities. These interest rate fluctuations are neither predictable nor controllable and may have a material adverse impact on the operations, cash flow and financial condition of Mongolian banks, including us. It is unusual for banks ever to be completely matched since business transacted is often of an uncertain term and of different types. As of December 31, 2025 and June 30, 2026, we recorded a MNT 6,577.18 million (US$1.85 million) and MNT 12,858.87 million (US$3.59 million) net balance sheet position between our interest earning assets and liabilities, respectively. We are exposed to interest rate risk, principally as a result of lending at fixed interest rates, in amounts and for periods, which differ from those of term borrowings at fixed interest rates. In practice, interest rates are generally fixed on a short-term basis. Interest rates fixed contractually on both assets and liabilities, are usually renegotiated to reflect current market conditions. Although we manage interest rate risk by estimating and monitoring interest rate exposure and setting limits to control and minimize interest rate risk, we cannot assure you that any of these measures will adequately protect us against interest rate risks. In a rising interest rate environment, if we are not able to pass along our higher interest expenses to customers with loans with us in the form of higher interest rates for such loans, our profitability would be materially and adversely affected. If such increased costs are passed along to customers, such increased rates may make loans less attractive to potential customers and result in a reduction in customer volume and hence our operating revenues may be materially and adversely affected. In a decreasing interest rate environment, potential competitors may find it easier to enter the markets in which we operate and to benefit from wider spreads. As a result, fluctuations in interest rates could have an adverse effect on our margins and volumes and in turn result in an adverse effect on our business, financial condition and results of operations.

We may not be able to respond to rapid technological changes.

Our future success will depend, in part, on our ability to respond to technological advances and emerging banking industry standards and practices on a cost-effective and timely basis. The development and implementation of such technology entails significant technical and business risks. According to the World Bank, the fintech market has significantly expanded during the COVID-19 pandemic. Although non-bank financial institutions have relatively smaller market share, they may pose a threat to commercial banks, and even market leaders like us, in the near future. We cannot assure you that we will successfully implement new technologies effectively or adapt our transaction-processing systems to customer requirements or emerging industry standards. If we are unable, for technical, legal, financial or other reasons, to adapt in a timely manner or at all to changing market conditions, customer requirements or technological changes, our business, financial condition and results of operations may be materially and adversely affected.

We may fail to manage risks associated with our information technology systems, including cyber security risks.

We are subject to risks relating to our information technology systems and processes. These risks, which may arise internally and externally, include malfunctions and failures, human error or misconduct and other external factors. We rely on internal and external information and technology systems to generate new business, provide services to customers, administer customer data and manage our operations. We use increasingly advanced software, systems and networks to manage and back-up our customer and accounting data and other aspects of our business. These hardware and software are vulnerable to damage or interruption by human error, misconduct, malfunction, natural disasters, power loss, sabotage, computer viruses and similar events or the interruption or loss of support services from third parties such as internet service providers, ATM operators and telephone companies. Any disruption, outage, delay or other difficulty experienced by any of these information and technology systems could result in delays in the provision or repayment of borrowings or decreased consumer confidence in our business, or otherwise adversely affect our business, financial condition and results of operations.

We also seek to protect our computer systems and network infrastructure from physical break-ins as well as security breaches and other disruptive problems caused by our increased use of the internet. Computer break-ins and power disruptions could affect the security of information stored in and transmitted through these computer systems and network infrastructure. Because our computer systems and network infrastructure have only been recently deployed, there are areas in the system that have not been properly protected from security breaches. Although we employ security systems, including firewalls and password encryption, designed to minimize the risk of security breaches and maintain operational procedures to prevent break-ins, damage and failures, the potential for fraud and security problems is likely to persist, and we cannot assure you that these security measures will be adequate or successful. Failure in security measures could have a material adverse effect on our business, financial condition and results of operations.

Our trading activities may result in losses.

We engage in trading of currencies and securities. For 2024, 2025, and the six months ended June 30, 2026, income generated from such trading activities represented 7.96%, 3.27%, and 6.59% of our total operating income (calculated as sum of net interest income, net fee and commission income and net other non-interest income/expense and loss on repurchase of senior bonds), respectively. We may from time to time maintain long and short positions in different asset categories, from which we expect to earn revenues based on changes in the relative values of the assets. Our trading positions are inherently volatile as the prices of trading assets are subject to general economic, political and market conditions that may fluctuate from time to time. To the extent that the relative values of our trading assets change in a direction, manner or scope that we did not anticipate or against which we did not hedge, we may realize a loss in those paired positions. Risks arising both from our trading and investment strategy and general market volatility, which is beyond our control, could expose us to potential losses and may materially and adversely affect our business, financial condition and results of operations.

Our insurance may not be adequate to cover losses or liabilities that may arise.

Consistent with industry practice in Mongolia, we maintain insurance against some, but not all, operational and natural disasters. In particular, consistent with industry practice, we do not maintain coverage for business interruption. We cannot assure you that our insurance will be adequate to cover losses or liabilities that may arise. In addition, we cannot predict the continued availability of insurance at acceptable premium levels. If we fail to renew our existing insurance policies at acceptable premium levels, we cannot assure you that we will be able to secure other insurance policies on acceptable terms in a timely manner. A significant uninsured or underinsured claim against us or the failure of our insurers to pay claims could materially and adversely affect our business, financial condition and results of operations.

We may be unable to procure or maintain the necessary licenses.

The Bank was incorporated and domiciled in Mongolia on November 17, 2014. The Bank is engaged in the business of providing banking and financial services pursuant to License No.27 issued by the Bank of Mongolia (“BOM”) in 2014. We hold such a license, but we cannot assure you that we will be able to maintain such license or obtain a new general banking and financial license if necessary in the future. Our failure to comply with applicable rules and regulations could result in penalties, loss of regulatory permits and damage to our business reputation, which could materially and adversely affect our business, financial condition and results of operations. If we lose our general banking license, we would be required to cease all banking operations immediately.

Risks Relating to the Mongolian Banking Industry

If we fail to fully comply with the various regulatory requirements applicable to us including the Banking Law of Mongolia, we may face regulatory action, our reputation could be harmed and our business, financial condition and results of operations could be materially and adversely affected.

We are subject to the regulatory requirements and guidelines set forth by various regulatory authorities. We are regulated principally by, and have reporting obligations to, the BOM and the FRC. We are also subject to the banking, corporate and other laws in effect in Mongolia from time to time. See “Regulations — Regulations relating to the banking operations” on page 132.

On January 29, 2021, the Mongolian parliament approved amendments to the Banking Law of Mongolia (the “Amendments to the Banking Law”). The Amendments to the Banking Law (i.e., Article 36.1 of the Banking Law of Mongolia) require that no person or related parties can hold more than 20% of the shares of a bank. As originally adopted, this ownership limitation was required to be met by December 31, 2023.

Our Controlling Shareholder, Bogd Global Partners LLC, holds 79.59% of our total issued and outstanding Ordinary Shares, representing 79.59% of our voting power, and will hold 71.31% of our total issued and outstanding Ordinary Shares, representing 71.31% of our total voting power, upon consummation of this offering, assuming that the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares. See “Principal Shareholders.”

Prior to the expiration of the original compliance deadline, Bogd Bank, along with other major banks and via the Mongolian Bankers Association has held several consultations with the BOM and other regulators regarding this issue. The BOM in its letter dated December 28, 2023 has formally expressed its understanding about the current difficulties faced by banks in complying with the 20% shareholding restriction in light of the size and liquidity of the market and other challenges of the investment environment of Mongolia.

On June 5, 2024, the Mongolian Parliament adopted amendments postponing the deadline for compliance with the 20% shareholding limitation to December 31, 2026. These amendments are effective and currently in force. As compliance with this 20% shareholding limitation by December 31, 2026 appears unlikely for most Mongolian commercial banks, the Mongolian Bankers Association and the banks have engaged in consultations with the BOM and other regulators. Certain market participants, including commercial banks and the Mongolian Bankers Association, have advocated for further legislative amendments or extensions; however, no assurance can be given that any such amendments or extensions will be adopted.

The Law on Implementation Procedures of Amendments to the Banking Law of Mongolia adopted simultaneously with the Amendments to the Banking Law provides for the following coercive measure for banks that are not in compliance with shareholding restriction: (i) taking preventive measures stipulated in Article 48 of the Banking Law of Mongolia; (ii) imposition of provisional administration; and (iii) disregarding the shares that exceed the ceiling when calculating the capital of the bank; and (iv) other measures as provided under applicable laws. If the BOM disregards the shares that exceed the ceiling when calculating the capital of the bank, our Tier 1 capital ratio and capital ratio may fall below the minimum percentage each as set by the BOM.

In addition, the Law on Implementation Procedures of Amendments to the Banking Law provides that the BOM may impose measures directly on shareholders that fail to comply with the applicable ownership limitations, including (i) suspension of the voting rights of an influential shareholder at meetings of shareholders; (ii) prohibition on the payment of dividends on shares, or portions of shares, held in excess of the applicable limitation; (iii) requiring the forced disposal of shares, or portions of shares, that do not satisfy the applicable ownership requirements; (iv) suspension of the right to receive distributions from the proceeds of remaining assets upon liquidation of the company; (v) suspension of other shareholder rights provided under the Company Law of Mongolia; and (vi) other measures as permitted under applicable laws.

The risk of such coercive measures by the central bank will continue to exist until we and our Controlling Shareholder are in full compliance with the applicable ownership requirements, notwithstanding the current extension of the compliance deadline to December 31, 2026.

In September 2026, the Bank of Mongolia submitted to the Mongolian Parliament the draft “State Monetary Policy Guidelines for 2027” together with an accompanying draft Parliamentary Resolution. Paragraph 2.7 of the draft Resolution directs the Government of Mongolia to prepare and submit amendments to the Banking Law, among other financial sector legislation. While neither the draft Guidelines nor the draft Resolution would, by themselves, amend the Banking Law, they indicate the policy direction currently being considered in Mongolia's banking sector.

The supporting explanatory materials accompanying the draft State Monetary Policy Guidelines contemplate reforms to the existing bank ownership concentration rules (20%), including proposals to increase the maximum permitted ownership threshold to 34% for banks organized as open joint-stock companies and 51% for banks organized as closed joint-stock companies, which would be applicable to Bogd Bank as a non-systemic bank. The explanatory materials further contemplate implementation of a flexible and phased extension of the current compliance framework for the ownership concentration limit through 2029 in order to avoid an abrupt adverse impact on the stability of the banking system.

In addition, we note that draft legislation amending the Banking Law of Mongolia (the “Proposed Amendment”) has recently been prepared by certain members of the Mongolian Parliament with the support of the BOM. As of the date of this prospectus, the Proposed Amendment has been included in the legislative agenda of the Mongolian Parliament’s 2026 autumn session.

If enacted substantially in its current form, the Proposed Amendment would materially revise the ownership concentration requirements under Article 36.1 of the Banking Law. In particular, the Proposed Amendment, as it would apply to Bogd Bank, being a non-systemic bank, would: (i) increase the maximum ultimate beneficial ownership threshold from 20% to 51% of the total issued shares; (ii) extend the current compliance deadline from December 31, 2026 to December 31, 2029; and (iii) apply the ownership limitation at the level of the ultimate beneficial owner, individually or together with its related parties.

If the Proposed Amendment is enacted substantially in its current form, we believe that the ownership structure we expect to have following this offering would comply with the revised ownership concentration requirements. However, no assurance can be given that the Proposed Amendment will be enacted, that it will be enacted in its current form, or that it will become effective prior to the current compliance deadline of December 31, 2026. In addition, Parliamentary Resolution No. 58 dated July 3, 2026, which establishes the legislative agenda for Parliament's 2026 autumn session, includes a draft law on amendments to the Banking Law of Mongolia, together with an accompanying draft resolution, among the matters scheduled for consideration. The 2026 autumn session of Parliament is expected to adjourn in January 2027, with the next regular spring session scheduled to commence on March 15, 2027. Accordingly, until any such amendments become effective, the existing ownership concentration requirements under Article 36.1 of the Banking Law, including the current 20% ownership limitation and the December 31, 2026 compliance deadline, will remain in full force and effect.

Failure to comply with the Banking Law of Mongolia will leave the relevant shares of the influential shareholders (which would be Bogd SG, as the direct shareholder of Bogd Bank JSC, and indirectly the Company) with no voting rights or dividend rights. Moreover, such shares will be deducted by the BOM for the purpose of regulatory and prudential requirements — these shares will be deducted from the Bank’s equity. Finally, such influential shareholder will have an obligation to sell or transfer such shares within 30 days of acquiring the same.

The Bank is taking the relevant actions to ensure that it will comply with the requirement of the Banking Law of Mongolia. Through this Offering, the Bank seeks to attract international investment which will diversify its shareholder base, effectively reducing the shareholding concentration of the material shareholders. However, the Offering alone will not achieve compliance with the current 20% ownership limit under Article 36.1 of the Banking Law of Mongolia.

Although we have sought to diversify our shareholder base, including through our prior public offering on the Mongolian Stock Exchange and this Offering, we cannot assure you that we will be able to comply with the current ownership concentration requirements by the applicable deadline if the Proposed Amendment is not enacted, is materially modified, or does not become effective before such deadline. Any failure to comply with the Banking Law could result in the imposition of regulatory measures or sanctions by the BOM, which could have a material adverse effect on our business, financial condition, results of operations and reputation. If the Proposed Amendment is not enacted and the compliance deadline is not extended, management would reassess whether the Reorganization continues to qualify as a common-control combination, is materially modified, or does not become effective before such deadline. Any failure to comply with the Banking Law could result in the imposition of regulatory measures or sanctions by the BOM, which could have a material adverse effect on our business, financial condition, results of operations and reputation.

The Mongolian system for the reporting of credit information is underdeveloped and evolving.

The Mongolian banking system relies on the credit information system, which consists of the public system operated by the BOM and private bureaus licensed by the BOM. It offers basic details of a customer’s credit history and credit quality, including the loan amount, disbursement date, the status of outstanding loans, and some rudimentary form of credit scoring. The system depends heavily upon participating banks, other non-bank financial institutions supplying accurate and timely credit information, which is difficult in the many areas where some micro-credit institutions and other organizations operate without connection to the centralized information systems or fail to provide information in timely and complete manner.

Pursuant to the Law of Mongolia on Credit Information, activity related to the collection and transmission of credit information is subject to license by the BOM. In recent years, the BOM has granted licenses to two private credit information bureaus, Sainscore and Burenscore. However, these bureaus are underdeveloped and have limited capacity/ability to collect, evaluate, and process credit information effectively.

As a result of the foregoing, we may not have knowledge of additional credit obligations or exposures of our borrowers. We may therefore be exposed to credit risk which we may not be able to accurately assess and provide for, which could have a material adverse effect on our financial condition and results of operations.

The Mongolian banking system is underdeveloped, and the regulations governing banks are evolving.

Mongolia’s banking and other financial systems remain in the early stages of development and the standard and degree of legislation, supervision and transparency of the Mongolian banking sector in some respects, in particular, with respect to lending criteria, credit quality, loan loss reserves, diversification of exposure or other requirements, differs or lags behind internationally accepted norms. Deficiencies in the Mongolian banking sector may result in the banking sector being more susceptible to market downturns or economic slowdowns. If a banking crisis were to occur, we and other Mongolian banks could be subject to severe liquidity constraints due to the limited supply of deposits and the potential withdrawal of foreign funding sources. Certain Mongolian legislation relating to banks and bank accounts can also be subject to varying interpretations and inconsistent application. The imposition of more stringent regulations or interpretations as the Mongolian banking sector develops could lead to weakened capital adequacy and the insolvency of some banks.

We are regulated principally by, and have reporting obligations to, the BOM and the FRC. We are also subject to the banking, corporate and other laws in effect in Mongolia from time to time. See “Regulations” on page 130. The regulatory and legal framework governing our business differs in certain material respects from that in effect in other jurisdictions, including the United States, and may continue to change as the Mongolian economy and commercial and financial markets evolve. If any additional rules and regulations are introduced by the FRC and the BOM, as regulators, may be unable to implement the changes in a consistent manner and there may be uncertainties in the application or official interpretation of such laws and regulations. Further, if these and other additional rules or regulations are introduced, we may incur substantial compliance and monitoring costs. We cannot assure you that we will be able to meet all applicable regulatory requirements and guidelines, or comply with all the applicable regulations, at all times, or that we will not be subject to sanctions, fines or other penalties in the future as a result of noncompliance. Failure to comply with applicable rules and regulations could result in penalties, loss of regulatory permits and damage to our business reputation, which could have a material adverse effect on our business, financial condition and results of operations.

Guidelines for non-performing loan classifications and provisioning in Mongolia require subjective determinations and may be less stringent than regulations in other jurisdictions.

In June 2019, the BOM approved the revised Regulation on Asset Classification and Provision and its Disbursements under its Order No. A-155/134. This regulation, which seeks to establish loss provisioning on both loans and assets, requires the total loss provision is to be determined as the sum of a general provision and a specific provision, and that banks must set their provision at a level sufficient enough to cover any loss which the bank expects to incur or may face due to uncertainty. The BOM’s regulations with respect to loan classifications and provisioning, in certain circumstances, may be less stringent than similar regulations applicable to banks operating in other jurisdictions. These differences may result in our classifying particular loans as non-performing at a later time, or in a category reflecting a lower degree of risk, than might be expected in other jurisdictions, including the United States. As a result, the level of our non-performing, and our associated reserves, may be lower than would be required if we were regulated in another jurisdiction. Further, if we change our provisioning policies to coincide with international standards or otherwise, our business and results of operations may be adversely affected.

In addition, the level of provisions we make for our loan portfolio depends largely on the accuracy of our information on, and our evaluation of, the credit position of our borrowers. If our evaluation of the quality of our loan portfolio is inaccurate, the level of our provisions may not be adequate to cover actual losses resulting from our existing non-performing portfolio. We may also have to increase our level of provisions if there is any deterioration in the overall credit quality of our existing loan portfolio, including the value of the underlying collateral. See also “Risk Factors — Risks Relating to Our Business — The value of our collateral may be overstated and may decline in the future.” on page 11 and “Risk Factors — Risks Relating to Our Business — The Mongolian system for the reporting of credit information is underdeveloped and evolving.” on page 18.

We are exposed to the risks of the Mongolian financial system which may in turn be affected by financial and other difficulties faced by Mongolian financial institutions.

The Parliament of Mongolia approved the revised version of the Law on Deposits, Transfer of Funds and Lending Activities of Banks and Authorized Legal Entities, and it came into force on July 1, 2021. This law has been revised in line with the concept of harmonizing with the legal reform of the banking and financial sector, improving it in line with the current situation, protecting the interests of consumers, depositors and borrowers in the financial sector, and increasing public confidence in the banking and financial sector. Nonetheless, as an emerging market economy, the Mongolian financial system faces risks of a nature and magnitude not typically faced in more developed countries, including the risk of significant withdrawals of deposits by depositors (“deposit runs”). Historically, the Mongolian financial system experienced difficulties in its banking sector such as high levels of non-performing, which led to liquidity difficulties for commercial banks. This led to the receivership and insolvency of several domestic commercial banks. Although we did not suffer from illiquidity and insolvency difficulties during these banking crises, we cannot assure you that we will not be affected by such difficulties in the future as a result of deposit runs, non-performing or other factors. The problems faced by individual Mongolian financial institutions and any instability in or difficulties faced by the Mongolian financial system generally could create a negative market perception towards Mongolian financial institutions and banks, which could in turn materially and adversely affect our business, financial condition and results of operations.

Weaknesses relating to the Mongolian legal system and Mongolian legislation create an uncertain environment for investment and business activity.

Investing in our Ordinary Shares involves certain risks associated with the Mongolian legal system, which remains in an evolving state of development and presents structural and institutional challenges that may affect the enforceability of rights and obligations under Mongolian law.

Mongolia’s legal system continues to evolve and remains subject to a number of weaknesses that create an uncertain environment for investment and business operations. While recent reforms have modernized many aspects of Mongolian law, the system as a whole remains relatively young, and the consistent application and enforcement of legislation can be unpredictable.

The legal framework governing business and investment activity in Mongolia has undergone frequent revision over the past two decades, often reflecting political and policy shifts. Implementing regulations and secondary legislation are sometimes delayed or inconsistently drafted, leading to ambiguity in interpretation and enforcement. Administrative and judicial institutions may lack the experience or resources necessary to apply complex commercial laws in a consistent and predictable manner. Consequently, certain legal arrangements or contractual structures — while not expressly prohibited — may be viewed as novel under Mongolian law and could be subject to challenge.

Government agencies occasionally exercise broad discretion in interpreting laws and regulations, which can result in selective or inconsistent enforcement. The 2025 U.S. Department of State Mongolia Investment Climate Statement notes that investors have raised concerns regarding bureaucratic opacity, uneven regulatory enforcement, and weak protection of contractual rights. Similarly, the AmCham Mongolia 2024 White Paper highlights that inconsistent interpretation of laws and limited administrative capacity continue to undermine investor confidence and predictability in legal outcomes.

We have been advised by Khanlex Partners LLP, our counsel as to Mongolian law, that the Mongolian judicial system remains relatively inexperienced in the adjudication of complex commercial disputes. According to KhanLex’s advice, there is no doctrine of stare decisis, and courts are not bound by prior decisions, leading to divergent interpretations of similar legal provisions. Enforcement of court judgments and arbitral awards can be delayed, and foreign judgments are generally enforceable only where reciprocal arrangements exist. Moreover, as reflected in their professional opinion practice, Mongolian courts have limited experience interpreting contracts governed by foreign law, and equitable remedies such as injunctions and specific performance are rarely granted.

Although Mongolian law provides protections against expropriation and guarantees compensation in the event of nationalization, practical enforcement of these rights may be uncertain. Past instances — such as the withdrawal of mining licenses and high-profile tax disputes with foreign investors — illustrate that government intervention in commercial matters can occur, particularly in politically sensitive sectors. While the banking sector has not been subject to such actions, we cannot assure investors that similar measures will not arise in the future.

Overall, the development of the legal system remains ongoing, and the introduction, interpretation, or enforcement of new laws and regulations may be influenced by changing political and economic priorities. Consequently, there can be no assurance that future legal or regulatory changes, or shifts in their application, will not materially and adversely affect our business, financial condition, results of operations, or the value of our securities.

Risks Relating to Doing Business in Mongolia

Mongolia’s economy has experienced recent periods of slow or negative growth.

Historically, Mongolia has experienced periods of slow or negative growth and a devaluation of the Tugrik. Our financial performance is subject to, among other considerations, the performance of the Mongolian economy. Historically, certain policies implemented by the government from time to time and other factors have caused fiscal imbalances or current account deficits. While the government has implemented various measures in an attempt to stabilize the economy and reduce its budget deficits and improve fiscal discipline, factors outside of its control, such as the collapse of copper and coking coal prices in 2008 and 2015, the outbreak of COVID-19 in 2019, the Russia-Ukraine war since 2022, continued weak commodity prices, or a slowdown in China’s economic growth, may materially and adversely affect the economy and operating environment in Mongolia.

In addition, Mongolia has received and will continue to seek financial support and resources from the international community. On May 24, 2017, the International Monetary Fund (“IMF”) announced a program of financial assistance for Mongolia which included approximately US$434.3 million in an extended fund facility. This program was accompanied by a broader approximately US$5.5 billion financing package supported by Japan, Korea, China, the World Bank and the Asian Development Bank. The IMF program was concluded on May 23, 2020. In addition, Mongolia also has significant amounts of outstanding foreign currency denominated bonds and government-guaranteed indebtedness. In response to the COVID-19 pandemic, Mongolia also received a total of US$318.0 million of loans and grants, with tenors of 30 to 40 years, from various international institutions and foreign governments, such as the EU, the International Monetary Fund, the Asian Development Bank, the World Bank and the Asian Infrastructure Investment Bank. Any slowdown in the Mongolian economy, including a significant deterioration of the fiscal budget or the value of the Tugrik, an increase in interest rates, or decline in global commodity prices for Mongolia’s export commodities could adversely affect the ability of Mongolia to meet its obligations under its outstanding and future borrowings. All of our business operations and assets are based in Mongolia. As a result, our income, results of operations and the quality and growth of our assets depend, to a large extent, on the performance of the Mongolian economy. This, in turn, could adversely affect our business, the quality of our assets, our financial performance and the price of our Ordinary Shares.

The Mongolian economy depends heavily on agriculture and commodities for growth, which are cyclical in nature, and is particularly vulnerable to fluctuations in commodity prices.

The Mongolian economy depends heavily on certain market sectors, particularly coal, copper and gold mining and agriculture, including herding livestock. According to the National Statistical Office of Mongolia, mining and agriculture accounted for 24.7% and 13.2%, respectively, of Mongolia’s GDP for 2021, 23.0% and 13.0%, respectively, of Mongolia’s GDP for 2022, 28.1% and 9.9%, respectively, of Mongolia’s GDP for 2023, 27.2% and 7.3%, respectively, of Mongolia’s GDP for 2024, and 25.3% and 8.9%, respectively, of Mongolia’s GDP for 2025. The reliance on mineral revenue makes the economy vulnerable to being an undiversified, dual mining/agricultural economy subject to mineral price volatility and occasional severe winters. Mongolia’s mining boom also carries with it certain risks associated with mineral dependency, such as “Dutch Disease,” where an increase in the exploration of natural resources is accompanied by a decline in the manufacturing sector, an appreciating currency and inflation, unemployment in the non-mining sectors with a deepening inequality among workers by placing a premium on skilled labor, and the “natural resource curse” of rising corruption, unequal distribution of wealth and related social disruption.

Prices for agricultural products and commodities such as gold and copper are based upon or affected by global prices for such products, which tend to be cyclical in nature. The markets for such products are sensitive to changes in industry capacity and output levels and changes in the world and Asian economies (including the imposition of tariffs and/or anti-dumping measures by the United States, the EU, countries in Southeast Asia or by other principal export markets), all of which can have a significant impact on selling prices. As such, the Mongolian economy is affected by both worldwide and regional levels of demand for these products, along with price competition. Moreover, weak economic conditions or changes in consumer preferences, whether in the world, Asia generally or Mongolia specifically, may reduce demand and put pressure on margins. For example, generally lower prices for copper and coal put pressure on the pricing of Mongolian copper and coal in the first half of 2020, which contributed to the slowdown in GDP growth. Similarly, the economic impact of the COVID-19 pandemic, including reduced global consumer demand and border closures that limited tourist arrivals to Mongolia during the peak summer season, contributed to lower cashmere sales in 2020, both for finished products and raw materials. To the extent that the Mongolian economy is affected by such price fluctuations, our business, financial condition, results of operations, cash flows and prospects may be adversely affected.

The Mongolian economy is heavily dependent on its export trade and, in particular, relies on the PRC as its main export market. Any decrease in the level of demand in the PRC for exports from Mongolia will affect the Mongolian economy.

The Mongolian economy relies heavily on its export trade and produces and exports large amounts of metal ores, coal and agricultural products. Since its transition to a market economy in the 1990s, China has emerged as Mongolia’s largest trading partner, mainly due to its geographic proximity and the size of its economy. According to the National Statistical Office of Mongolia, China accounted for 84.3%, 91.4%, and 91.3% of Mongolia’s total exports in 2022, 2023 and 2024, respectively. Mining products such as coal, copper and other metals represent the majority share of Mongolian exports to China. As the Mongolian economy is heavily dependent on its export trade, trade relationships with China can influence Mongolian economic conditions and, in particular, any decrease in the level of demand for its exports would adversely affect Mongolia’s GDP and economy. For example, the slowdown in the growth of China’s economy in recent years reduced trade volume between China and Mongolia in 2019 and 2020. There is no assurance that the slowdown in growth of China’s economy will not persist or that such a slowdown would not further adversely impact China’s demand for exports from Mongolia. Furthermore, as a result of the COVID-19 pandemic, between 2020 and 2022, Mongolian exports to China decreased significantly, as trade was essentially suspended for over two years and China’s economy slowed, lowering demand for raw materials and commodities. We cannot assure you that there will not be an increase in Mongolian imports, a decrease in Mongolian exports, or a reduction in prices of Mongolian exports, that would lead to trade deficits. In addition, any extended slowdown in the growth of China’s economy may lead to decreased demand or lower prices for Mongolian exports to China, which would also adversely impact trade between China and Mongolia and potentially give rise to a trade deficit. Any significant trade deficit would adversely affect the Mongolian economy, and therefore, our business, future financial performance the price of our Ordinary Shares may be adversely affected.

Mongolia has experienced and may continue to experience political and social instability.

Prior to 1990, Mongolia was a socialist country and the only functioning political party was the Mongolian People’s Revolutionary Party, which is now the Mongolian People’s Party. Since the collapse of communism in 1990, Mongolia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable nature of Mongolia’s evolving political landscape. Such events have resulted in political instability as well as general social and civil unrest on certain occasions.

Mongolia’s transition to democracy has been relatively peaceful, and transitions between governments have generally been smooth and peaceful (aside from the protests and riots of 2008). However, since there has historically been representation of various political parties in the government, tensions continue to exist between the political parties and within each political party. We cannot assure you that politically generated disturbances will not occur in the future or on a wider scale, or that the government will not pursue or implement policies that differ significantly from those of previous governments. Future changes in the government, the ruling party, major policy shifts or lack of consensus between the various political groups and within each political party could lead to political instability and have a significant adverse impact on the economy and development of Mongolia, and investors may adopt an even more cautious approach towards Mongolia’s securities markets or investments in Mongolia in general, and such factors could also adversely affect the price of our Ordinary Shares.

It may not be possible for investors to effect service of process or to enforce certain judgments on us.

Our Operating Subsidiary is a bank organized as a closed joint-stock company incorporated under the laws of Mongolia. All or a substantial portion of our assets are located in Mongolia. In addition, most of our directors and officers are residents of Mongolia and all or a substantial portion of their assets are or may be located in Mongolia. As a result, it may be difficult for you to effect service of process upon us or such persons, or to enforce against us or them judgments obtained in courts or arbitral tribunals outside Mongolia predicated upon the laws of jurisdictions other than Mongolia, including the civil liability provisions of the United States federal or state securities laws.

We have been advised by our Mongolian legal counsel, KhanLex Partners LLP, that the courts of Mongolia will not enforce judgments of U.S. courts obtained against us, our directors or officers predicated upon the civil liability provisions of the U.S. federal or state securities laws. There can be no assurance that the claims or remedies available under Mongolian law will be the same, or as extensive, as those available in other jurisdictions.

A decline in Mongolia’s foreign exchange reserves could affect liquidity and interest rates in the Mongolian economy.

In light of the recent and past depreciation of the Tugrik against the U.S. dollar, the BOM has taken measures, including the implementation of a flexible exchange rate regime that limited intervention and facilitated the opportunistic building of reserves. The Monetary Policy Committee cut the policy rate from 11.0% at the beginning of 2020 to 6.0% in November 2020 in response to the COVID-19 pandemic, and the rate remained at 6.0% until the beginning of 2022. However, to curb rising inflation and address other economic and financial risks, the policy rate was raised to 13.0% in December 2022, and has been lowered to 12.0% through the Monetary Policy Committee’s most recent meeting in March 2024. Mongolia’s total foreign exchange reserves was US$4.9 billion as of December 31, 2023, and increased to US$5.5 billion as of December 31, 2024, and US$7 billion as of December 31, 2025. The historical deterioration was primarily driven by higher global prices for imported food and fuel, high levels of equipment imports, and a contraction in exports due to Chinese border restrictions. In particular, imports continued to grow in relation to the infrastructure and construction projects and the release of demand for consumer durables and services financed by savings accumulated during the COVID-19 pandemic. In response to the worsening foreign currency situation, banks in Mongolia have imposed measures restricting conversions of Tugriks into foreign currencies, including by setting daily limits on the amount that can be converted into foreign currencies. With the improvement of external and domestic economic conditions, the relevant banks subsequently removed these restrictions. However, there is no assurance that the banks will not impose additional and more stringent foreign exchange measures, which could prevent individuals and businesses from obtaining sufficient foreign currency to satisfy their foreign currency demands. Under the Law on Currency Regulation of 1994, Mongolian commercial banks require approval from the BOM to undertake transactions in amounts that may affect the exchange rate of the Tugrik. There are no other restrictions on repatriation of foreign currencies from Mongolia and there are no foreign exchange controls. Like other emerging market governments, Mongolia may face higher financing costs due to higher global interest rates, which may adversely affect Mongolia’s foreign exchange reserves and could affect Mongolia’s ability to refinance its external debts. As a result, the Mongolian economy may be adversely affected and the market’s confidence in the Mongolian economy may decrease. We cannot assure you that Mongolia’s total foreign exchange reserves will not decline significantly, which could result in reduced liquidity and higher interest rates in the Mongolian economy. Reduced liquidity, increasingly stringent foreign exchange control measures or an increase in interest rates in the Mongolian economy following a decline in foreign exchange reserves could adversely affect the Mongolian economy, and therefore, our business, future financial performance and the price of our Ordinary Shares may be adversely affected.

Mongolia may be subject to periods of high inflation, which could have a material adverse effect on Mongolia’s economy.

Mongolia depends on imported goods from foreign countries. Mongolia recently experienced periods of high inflation, especially for food, refined petroleum and electricity, primarily as a result of supply-side and global factors, including high international prices, stagnancy in domestic production, and supply disruption related to China’s border restrictions in response to the COVID-19 pandemic and sanctions against Russia related to the Russia-Ukraine conflict. Mongolia’s inflation has been exacerbated by currency devaluation, as this had significantly increased the prices for imported goods, which are primarily priced in foreign currencies, including the U.S. dollar. In 2023, 2024, and 2025, Mongolia’s inflation rates were 7.9%, 8.4%, and 7.5%, respectively, according to the information published on the official website of the Bank of Mongolia. The BOM has implemented a number of measures to try to contain inflationary pressures. Between December 2021 and September 2022, the Monetary Policy Committee (the “MPC”) of the BOM raised the policy rate by an aggregate of 7.0 percentage points, with the policy rate reaching 13.0% in December 2022. The policy rate has fluctuated since that time and ultimately reduced to 12.0% in March 2025. The MPC also adopts additional measures with the objective to stabilize inflation in the medium term, including widening the policy rate corridor to the pre-COVID-19 level, which is ± 2.0 percentage points, and excluding certain bank liabilities newly funded on international markets from reservable liabilities.

While the BOM and the government have implemented a range of monetary and fiscal measures to contain inflationary pressures, there can be no assurance that such measures will be sufficient to achieve or maintain the BOM’s inflation targets. Inflation in Mongolia has remained elevated and volatile in recent years, with headline inflation averaging about 8.2% - 12.0% from June 2025 to June 2026, reflecting both external and domestic factors.

Inflationary pressures may persist or intensify if adverse external conditions continue, including a prolonged slowdown in China’s economy affecting cross-border trade, the continuation of the Russia-Ukraine conflict, or further increases in global energy and commodity prices. Elevated energy and food prices have had a disproportionate impact on households with lower incomes, as well as local farmers and herders, reducing disposable income and increasing indebtedness. Small and medium-sized enterprises, many of which were still recovering from the effects of the COVID-19 pandemic, have also faced additional cost pressures and reduced operating margins due to higher input prices and weaker demand conditions.

Higher and more volatile inflation has contributed to increased domestic borrowing costs through monetary tightening. In particular, increases in the BOM’s policy rate have translated into higher funding costs for banks, affecting deposit pricing and lending rates. These conditions have the potential to constrain credit growth, moderate loan demand, and place pressure on borrowers’ debt-servicing capacity, which may adversely affect asset quality.

Persistent inflation and elevated interest rates could also negatively affect overall economic activity and financial system stability in Mongolia. A sustained period of high inflation may therefore materially and adversely affect Bogd Bank’s results of operations by increasing funding and operating costs, limiting loan growth, and elevating credit risk, while simultaneously dampening investor confidence and broader economic growth.

Any downgrade of Mongolia’s credit rating could have a material adverse effect on the market value and trading price of our Ordinary Shares.

On October 4, 2024, S&P upgraded Mongolia’s long-term sovereign credit rating to B+ with a positive outlook, citing Mongolia’s sound economic growth prospects and ongoing improvements to its fiscal metrics and decreased external debt risk. On November 18, 2024, Moody’s upgraded Mongolia’s long-term issuer ratings and senior unsecured ratings at b2, with outlook remaining stable. In September 2025, Fitch Ratings affirmed Mongolia’s long-term foreign-currency issue rating to “B+” with a stable outlook. Any downgrades in Mongolia’s sovereign rating or placement of Mongolia on ratings watch may have an adverse effect on the market value and trading price of our Ordinary Shares. A credit rating may not reflect the potential impact of all risks related to the structure, market, additional factors above and other factors that may affect the value of our Ordinary Shares. Negative changes to Mongolia’s credit ratings may affect the availability of financing for us from new and existing counterparties.

Emerging markets such as Mongolia are subject to greater risks than more developed markets, and are particularly vulnerable to fluctuations in the global economy.

The Mongolian market and the Mongolian economy are influenced by economic and market conditions in other countries. Moreover, financial turmoil in any emerging market country tends to adversely affect prices in capital markets of many emerging market countries, including Mongolia, as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Mongolia and adversely affect the Mongolian economy. A loss of investor confidence in the financial systems of other emerging markets may cause volatility in Mongolian financial markets and indirectly, in the Mongolian economy in general. Any worldwide financial instability could also have a negative impact on the Mongolian economy, including on the movement of exchange rates and interest rates in Mongolia. In addition, during such times, companies that operate in emerging markets can face severe liquidity constraints as foreign funding sources are withdrawn. Thus, even if the Mongolian economy remains relatively stable, financial turmoil in any emerging market country could adversely affect trading in our Ordinary Shares. Mongolia’s inflation rate is also higher than some of the more developed economies. A further increase in Mongolia’s inflation rate could materially and adversely affect our business, future financial performance and the price of our Ordinary Shares.

Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors should also note that emerging markets such as Mongolia are subject to rapid change and that the information set out in this Offering memorandum may become outdated relatively quickly.

Uncertainties and instability in global market conditions could adversely affect Mongolia’s economy.

Global markets have experienced, and may continue to experience, significant dislocation and turbulence due to armed conflicts, the COVID-19 pandemic, economic instability and trade tensions in several areas of the world. These ongoing global economic conditions have led to significant volatility in capital markets around the world, including Asia, and further volatility could significantly impact investor risk appetite and capital flows into emerging markets as well as the price of our Ordinary Shares. The unprecedented COVID-19 pandemic had a major negative effect on the global economy. Due to the widespread impact of COVID-19, the international community has taken measures including border closures, domestic lockdowns and travel restrictions to prevent the transmission of the virus.

Even before the COVID-19 pandemic, the global macroeconomic environment was facing numerous challenges. The growth rate of the Chinese economy had slowed from its previous period of double-digit GDP growth. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies, including the EU, the United States, Japan and China, in reaction to the global financial crisis that began in 2007 and the COVID-19 pandemic. Protests, unrest, terrorist threats and the war in the Middle East and elsewhere may increase market volatility across the globe. In particular, the tensions between China and the United States have raised concerns with respect to trade, treaties, tariffs, and international organizations since 2018. As both countries are important trading partners for many countries, the continued friction between them, including possible confrontations over Taiwan or the South China Sea, have introduced significant uncertainties and volatility to international trade and the financial markets. Mongolia’s economy is heavily intertwined with that of China. Trade with China typically accounts a very substantial majority of Mongolia’s total trade, while trade with Russia typically accounts for 11% to 15%.

We cannot assure you that the uncertainties affecting global markets will not negatively impact credit markets in Asia including Mongolia. These developments may adversely affect trade volumes with potentially negative effects on Mongolia.

Corruption and bribery are threats to Mongolia’s economic growth and democratic governance.

Corruption and bribery are threats to Mongolia’s economic growth and democratic governance. The Independent Authority Against Corruption has investigated, and is conducting ongoing investigations in relation to allegations of corruption, misuse of power, misappropriation of state funds and bribery against former government officials. See “Risk Factors — Risks Relating to doing Business in Mongolia — Mongolia has experienced and may continue to experience political and social instability.” on page 22. These alleged acts of corruption and bribery by government officials could materially and adversely affect the government, the Mongolian economy, the political environment and stability, negatively impact investor confidence and adversely affect the price of our Ordinary Shares.

Destabilizing events in other parts of the world could interrupt our business.

Acts of God, wars, terrorist attacks, riots, civil commotions and other events beyond our control have increased the uncertainty of global economic prospects in general. We cannot assure you that further terrorist acts or other destabilizing events will not occur in the future. In addition, although such acts and events have not targeted or directly affected Mongolia, our assets or those of our customers, we cannot assure you that they will not do so in the future. Our current insurance policies do not cover terrorist attacks or other such destabilizing events. Any terrorist attack, natural disaster or other such event including damage to our infrastructure or that of our customers, could cause interruption to parts of our business and materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Risks Relating to Ownership of Our Securities and this Offering

An active trading market for our Ordinary Shares may not develop and the trading price for our Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Ordinary Shares will develop. If an active public market for our Ordinary Shares does not develop following the completion of this Offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public offering price for our securities in this Offering was determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our Ordinary Shares after this Offering will not decline below the public offering price. As a result, investors in our securities may experience a significant decrease in the value of their Ordinary Shares.

The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your Ordinary Shares at or above the public offering price.

The public offering price for our Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Ordinary Shares following our public offering. If you purchase our Ordinary Shares in our public offering, you may not be able to resell those Ordinary Shares at or above the public offering price. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of the Ordinary Shares. This low volume of trades could also cause the price of the Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of the Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of the Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in the Ordinary Shares. A decline in the market price of the Ordinary Shares also could adversely affect our ability to sell additional Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in the Ordinary Shares will develop or be sustained. If an active market does not develop, holders of the Ordinary Shares may be unable to readily sell the Ordinary Shares they hold or may not be able to sell their Ordinary Shares at all.

In the past, shareholders have filed securities action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Assuming our Ordinary Shares are listed on the NYSE American, we cannot assure you that we will be able to meet the continued listing standards of the NYSE American in the future.

Assuming our Ordinary Shares are listed on the NYSE American, we cannot assure you that we will be able to meet the continued listing standards of the NYSE American in the future. If we fail to comply with the applicable listing standards and the NYSE American delists our Ordinary Shares, we and our Shareholders could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Ordinary Shares will be listed on the NYSE American, such securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the NYSE American, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

If a trading market for our securities develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly listed company, we may be slow to attract research coverage and the analysts who publish information about our securities will have had relatively little experience with us, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us.

Techniques employed by short sellers may drive down the market price of the Ordinary Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

We are a holding company with no operations of our own and, as such, we depend on our subsidiaries for cash to fund our operations and expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions or payments from our subsidiaries. Our ability to fund and conduct our business, service our debt and pay dividends, if any, will depend on their ability to generate sufficient cash flow and make upstream distributions or payments, which may be affected by currency liquidity restrictions, monetary or exchange controls and other limitations.

Our Operating Subsidiary and intermediate holding company are separate legal entities. We wholly own our intermediate holding company, Bogd SG, which holds 99.83% of Bogd Bank JSC, with the remaining 0.17% held by non-controlling shareholders. Neither entity is obligated to make funds available to us through loans, dividends or otherwise.

Dividends or capital repatriation by the Bank require prior BOM approval. The Bank’s paid-in capital and regulatory reserve are non-distributable, and distributions are subject to applicable capital and liquidity ratios and covenants under its borrowed funds and senior bonds. These restrictions could limit funds available to us and adversely affect our ability to conduct our business, service our debt and pay dividends.

We may become subject to the Investment Company Act of 1940.

We do not believe we are currently subject to regulation under the Investment Company Act of 1940, because a substantial portion of our business is derived from extending commercial and other types of credit, and accepting demand and other types of deposits for purposes of Rule 3a-6(b) under the Investment Company Act of 1940, as amended, and we are regulated as a bank by the BOM and the FRC. If, however, our ability to maintain our license to operate as a bank is jeopardized by the effects of Article 36.1 of the Banking Law of Mongolia as discussed above under “Risk Factors — Risks Relating to the Mongolian Banking Industry — If we fail to fully comply with the various regulatory requirements applicable to us including the Banking Law of Mongolia, we may face regulatory action, our reputation could be harmed and our business, financial condition and results of operations could be materially and adversely affected,” we could become subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company, which the SEC does not currently allow absent application for a special order permitting such registration and finding it is both legally and practically feasible effectively to enforce the provisions of the Investment Company Act against the applicant and that the application is otherwise consistent with the public interest and the protection of investors. Any such application and order would result in significant registration and compliance costs, could require changes to our corporate governance structure and financial reporting, could restrict our activities going forward and could adversely impact our existing capital structure. In addition, if we were to become inadvertently subject to the Investment Company Act of 1940, any violation of this law could subject us to material adverse consequences, including potentially significant regulatory penalties and the possibility that our contracts would be deemed unenforceable.

Our Controlling Shareholder has substantial influence over our company. Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions.

As of the date of this prospectus, our Controlling Shareholder holds 79.59% of our total issued and outstanding Ordinary Shares, representing 79.59% of our voting power, and will hold 71.31% of our total issued and outstanding Ordinary Shares, representing 71.31% of our total voting power, upon consummation of this Offering, assuming that the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares.

Accordingly, our Controlling Shareholder could have significant influence on determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Without the consent of our Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our Controlling Shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our principal shareholder, see “Principal Shareholders.”

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this Offering, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we had 53,862,750 Ordinary Shares outstanding. The Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 60,112,750 Ordinary Shares outstanding immediately after this Offering, assuming no exercise of the related over-allotment option. In connection with this Offering, we, our directors and officers named in the section “Management,” and holders of 1% or more of our Ordinary Shares have agreed not to sell any Ordinary Shares until 180 days after the closing of this Offering without the prior written consent of the underwriters, subject to certain exceptions. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Ordinary Shares. See “Plan of Distribution” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this Offering.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for return on your investment.

We currently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value in the future or even maintain the price at which you purchased our Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.

Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Ordinary Shares in this Offering, you will pay more for each Ordinary Shares than the corresponding amount paid by existing shareholders for their Ordinary Shares. If you purchase Ordinary Shares in this Offering at a public offering price of $4.00 per share, which is the low end of the estimated Offering price range, you will suffer immediate and substantial dilution of approximately US$2.60 per share in the net tangible book value of the Ordinary Shares, assuming no exercise of the over-allotment option. See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this Offering.

We will have broad discretion in the use of proceeds of this Offering.

We currently intend to use the net proceeds from this Offering for the following purposes: (i) investments in technology, (ii) sales channel development and expansion and (iii) support our lending activities, both domestically and in selected regional markets within Central Asia. See “Use of Proceeds” on page 36 for more information. Our management will have broad discretion over the use and investment of the net proceeds of the IPO within and also potentially among those categories. Accordingly, investors in the IPO have only limited information concerning management’s specific intentions and will need to rely upon the judgment of our management with respect to the use of proceeds.

Our management will have considerable discretion in deciding how to apply these proceeds, including for any of the purposes described in the section titled “Use of Proceeds.” Because of the number and variability of factors that will determine our full use of our net proceeds from the IPO, their ultimate use may vary substantially from their currently intended use. This creates uncertainty for our Shareholders and could adversely affect our Company’s business, prospects, financial condition and results of operations. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of the IPO. We cannot assure you that the net proceeds will be used in a manner that would improve our results of operations or increase the share price, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

Risks Relating to Our Corporate Structure

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands (“Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies). Our directors have discretion under our Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or Controlling Shareholder than they would as public shareholders of a company incorporated in the United States.

We are a foreign private issuer and, as a result, will not be subject to U.S. proxy rules and will be subject to more lenient and less frequent Exchange Act reporting obligations than a U.S. issuer.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are not large accelerated filers or accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers. In addition, while our officers and directors will be subject to the reporting requirements of Section 16 of the Exchange Act and the rules thereunder pursuant to the recent enactment of the Holding Foreign Insiders Accountable Act, our principal shareholders will be exempt from such reporting requirements. Therefore, our shareholders may not know on a timely basis when our principal shareholders purchase or sell our Ordinary Shares. In addition, none of our officers, directors or principal shareholders will be subject to the “short-swing” profit recovery provisions of Section 16(b) of the Exchange Act.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.

Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F after we have already become a publicly held company. In addition, once we cease to be an “emerging growth company” as such term is defined under the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, when required, our new reporting obligations will likely place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting. If we fail to achieve and maintain an effective internal control environment when required, we could suffer material misstatements in our financial statements and fail to meet our new reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

Following this Offering, we will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act of 2002, regulations related thereto and the rules and regulations of the SEC and the NYSE American, will significantly increase our costs as well as the time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will substantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming and costly. These new public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Ordinary Shares, fines, sanctions and other regulatory actions and potential civil litigation.

Our management team has limited experience managing a public company listed in the U.S.

Most members of our management team have not previously served as management of a publicly traded company on a US stock exchange and may not have experience complying with the increasingly complex laws pertaining to such public companies. Our management team may not successfully or efficiently manage a public company that is subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws as well as the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business and financial performance.

Judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, substantially all of our directors and executive officers and the experts named in this prospectus reside outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Appleby, our counsel as to the laws of the Cayman Islands, has advised us that any final and conclusive judgment for a definite sum (not being a sum payable in respect of taxes or other charges of a like nature nor a fine or other penalty) and/or certain non-monetary judgments rendered in any action or proceedings brought against our Company in a foreign court (other than certain judgments of a superior court of certain states of the Commonwealth of Australia) will be recognized as a valid judgment by the courts of the Cayman Islands without re-examination of the merits of the case. On general principles, we would expect such proceedings to be successful provided that the court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in the Cayman Islands and the judgment is not contrary to public policy in the Cayman Islands, has not been obtained by fraud or in proceedings contrary to natural justice.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, President Obama signed into law the JOBS Act. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth Company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Ordinary Shares to be less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the NYSE American LLC Company Guide.

As a company incorporated in the Cayman Islands, we may adopt certain home country practices in relation to corporate governance matters that may differ significantly from corporate governance requirements of the NYSE American. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance requirements of the NYSE American.

As a company incorporated under the laws of the Cayman Islands that is listed on the NYSE American, we are subject to the NYSE American corporate governance listing standards. However, the NYSE American LLC Company Guide permits a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands which is our home country, may differ significantly from corporate governance requirements of the NYSE American, including, but not limited to, board of directors independent requirements, director nomination procedures, compensation committee matters. We may follow our home country law instead of the NYSE American LLC Company Guide that require us to obtain shareholder approval for certain dilutive events, such as certain transactions other than a public offering involving issuances of a 20% or greater interest in the Company, and acquisitions of the stock or assets of another Company. As a result, our shareholders may be afforded less protection than they otherwise would enjoy under the corporate governance requirements of the NYSE American applicable to U.S. domestic issuers.

We will be a “controlled company” within the meaning of the NYSE American LLC Company Guide and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We will be a “controlled company” as defined under the NYSE American LLC Company Guide because our Controlling Shareholder will beneficially own approximately 71.31% of our then-issued and outstanding Ordinary Shares, and will be able to exercise approximately 71.31% of the total voting power of our issued and outstanding shares immediately after the consummation of this Offering, assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares. For so long as we remain a controlled company under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

There can be no assurance that we will not be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year, which could subject U.S. investors in our Ordinary Shares to significant adverse U.S. income tax consequences.

In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation – Certain Material United States Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Prospective investors who are U.S. taxpayers should note that, if we are determined to be a PFIC for any taxable year, we do not currently intend to prepare or provide the information that would enable investors to make a qualified electing fund election which, if available, would result in different (and generally, less adverse) U.S. federal income tax consequences under the PFIC rules.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States.

Substantially all of our assets are located in Mongolia. In addition, a majority of our directors and officers are nationals or residents of Mongolia and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Cayman Islands

Appleby, our Cayman Islands counsel has advised us that any final and conclusive judgment for a definite sum (not being a sum payable in respect of taxes or other charges of a like nature nor a fine or other penalty) and/or certain non-monetary judgments rendered in any action or proceedings brought against our Company in a foreign court (other than certain judgments of a superior court of certain states of the Commonwealth of Australia) will be recognized as a valid judgment by the courts of the Cayman Islands without re-examination of the merits of the case. On general principles, we would expect such proceedings to be successful provided that the court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in the Cayman Islands and the judgment is not contrary to public policy in the Cayman Islands, has not been obtained by fraud or in proceedings contrary to natural justice.

Singapore

Bird & Bird ATMD LLP, our Singapore counsel, has advised us that it is possible that the Singapore courts may not (i) recognize or enforce judgments of courts in the United States, based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States; or (ii) enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States and on the merits of the case under which a fixed or ascertainable sum of money is payable may be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. Additionally, the court where the judgment was obtained must have had international jurisdiction over the party sought to be bound in the local proceedings. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our Directors or Executive Officers, it is uncertain as to whether a judgment of a United States court awarding punitive damages under such civil liability provisions would be regarded by the Singapore courts as being pursuant to foreign penal, revenue or other public laws. We are not aware of any decision of the Singapore courts that has specifically addressed this issue.

Mongolia

KhanLex Partners LLP, our Mongolian counsel, has advised us that there is likewise uncertainty as to whether the courts of Mongolia would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or (ii) entertain original actions brought in Mongolia against us or our directors or officers predicated upon such laws.

Under the Law of Mongolia on Civil Procedure (2002) and the Law of Mongolia on International Treaties (2017), Mongolian courts may recognize and enforce a final judgment of a foreign court only if there is a treaty or reciprocal arrangement between Mongolia and the jurisdiction in which the judgment was rendered. Mongolia does not have a treaty or reciprocal enforcement arrangement with the United States for the recognition of civil judgments. Accordingly, a final judgment of a United States court would not be directly enforceable in Mongolia.

In the absence of a treaty, a party may bring a new civil action in Mongolia based on the underlying claim, and a Mongolian court may, at its discretion, consider the foreign judgment as evidentiary support rather than as a binding decision. However, enforcement would depend on the Mongolian court’s independent review of the facts, applicable Mongolian law, and public policy considerations.

Under Mongolian law, judgments and arbitral awards rendered by a foreign court or arbitral tribunal may be enforced in Mongolia only if they do not conflict with public policy, national security, or fundamental principles of Mongolian law. While Mongolia is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958), which allows enforcement of foreign arbitral awards, there is no equivalent regime for foreign court judgments.

Consequently, there can be no assurance that a judgment of a United States court predicated upon the civil liability provisions of the United States federal securities laws would be recognized or enforced by Mongolian courts. Similarly, there is no assurance that a Mongolian court would entertain an original action predicated upon the securities laws of the United States or any state thereof.

In addition, the Mongolian judicial system is still developing, and court proceedings can be subject to delays, inconsistent interpretation of law, and limited practical experience in the enforcement of complex cross-border commercial judgments. As a result, it may be difficult to obtain swift and equitable remedies in Mongolia or to enforce judgments obtained outside Mongolia against our company, our directors, or officers.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $4.00 per Ordinary Share, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this Offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $21.7 million if the underwriters do not exercise their over-allotment option, and $25.2 million if the underwriters exercise their over-allotment option in full.

We plan to use the net proceeds we receive from this Offering for the following purposes:

Pending the use of the net proceeds as described above, we may invest the funds in short-term, interest-bearing, investment-grade securities or bank deposits.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this Offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments. To the extent that our actual net proceeds are not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis unless and until we can raise the balance of the funds required through equity or debt financing to fully fund our proposed uses above.

DIVIDENDS AND DIVIDEND POLICY

We are a holding company and, as such, our ability to pay dividends is subject to the ability of our subsidiaries to pay dividends to us.

The declaration, amount and payment of dividends may be determined by our board of directors, subject to solvency tests.

Pursuant to the Amended and Restated Articles of Association, our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that it may only pay dividends out of its profits or share premium account, and provided always that in no circumstances may a dividend be paid if this would result in it being unable to pay its debts as they fall due in the ordinary course of business immediately following the date on which the distribution or dividend is paid, or would be in violation of the relevant provisions, if any, of our Amended and Restated Articles of Association. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

Our Company was incorporated on January 21, 2026, as part of a Reorganization (as defined below), and we have not declared or paid any dividends since incorporation. For the years ended December 31, 2024 and 2025, which were prior to the Reorganization, Bogd Bank distributed 21.83% and 18.08% of our profit for the year to our then-shareholders through dividend payments and Bogd Bank reinvested the remaining portion to support its growth strategy.

We may adopt a dividend policy in the future based on a number of factors, including earnings, cash flow, capital requirements of our subsidiaries, our financial condition and other factors that our board of directors and our shareholders may deem relevant. We estimate that any future dividend policy will be substantially in line with historical distributions prior to our Reorganization.

For additional information regarding risks that could materially adversely affect our ability to pay dividends, see “Risk Factors — Risks Relating to Our Business — We are a holding company with no operations of our own and, as such, we depend on our subsidiaries for cash to fund our operations and expenses, including future dividend payments, if any.”.

For additional information regarding taxation of dividends, see “Taxation”.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2026:

You should read this capitalization table in conjunction with “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Selected Financial and Statistical Information”, and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per Ordinary Share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $5.8 million, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

DILUTION

If you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the initial public offering price per Share and our net tangible book value per Share after this Offering. Dilution results from the fact that the initial public offering price per Share is substantially in excess of the net tangible book value per Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Our net tangible book value as of June 30, 2026 was US$61,428,166, or US$1.14 per Ordinary Share. Net tangible book value represents the amount of our total tangible assets (total assets less intangible assets and deferred offering costs) less our total liabilities and non-controlling interests. Net tangible book value per share represents net tangible book value divided by the 53,862,750 Ordinary Shares outstanding as of June 30, 2026, presented on a retroactive basis to reflect the Reorganization.

After giving effect to our sale of 6,250,000 Ordinary Shares offered in this Offering based on an assumed initial public offering price of $4.00 per Share, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2026, would have been $83,866,962, or $1.40 per outstanding Share. This represents an immediate increase in net tangible book value of $0.26 per Share to the existing shareholders, and an immediate dilution in net tangible book value of $2.60 per Share to investors purchasing Ordinary Shares in this Offering. The pro forma as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

The following tables summarize, on a pro forma as adjusted basis as of June 30, 2026, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this Offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this Offering determined at the pricing.

SELECTED FINANCIAL AND STATISTICAL INFORMATION

The following information should be read together with our financial statements included in this prospectus as well as the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Average Balance Sheet

The average balances are the sum of monthly average balances outstanding. The yield on average interest-earning assets is the ratio of interest earned to average interest-earning assets. The cost of average interest-bearing liabilities is the ratio of interest expended to average interest-bearing liabilities. The average balances of advances include default advances and are net of allowance for loan losses. We have re-calculated tax-exempt income on a tax-equivalent basis. Other interest income has been bifurcated into tugrik and foreign currency amounts in order to facilitate the explanation of movements of tugrik and foreign currency spreads and margins.

The following tables set forth, for the periods indicated, the average balances of the assets and liabilities, which contribute to the major components of interest earned, interest expended and net interest income.